finiki:Financial Webring Ltd. bylaws

Bylaw 1

This bylaw controls the operation of Financial Webring Ltd. (FWR), which is incorporated under the Canada Business Corporations Act.

I. Statement of Purpose

[a.] The primary purpose of FWR is to operate non-commercial websites (one or more) that are non-profit and free from advertisement, whose purpose is to further the education and empowerment of Canadian retail investors.

[b.] These websites may include archives of the websites that have been offered to FWR, and which the Board of Directors has accepted to host.

[c.] The owners of the archived websites retain ownership of the copyright of the material on these websites, but grant a licence to FWR to use this material in any manner to be determined by FWR, with the condition that the owner of such material may unilaterally revoke such licence at any time upon ten calendar days' notice.

II. Organization

The shareholders of FWR form a "Board of Regents" that controls the corporation. Every shareholder is hereinafter referred to as a Regent.

III. The Board of Regents

[a.] The primary responsibilities of the Board of Regents are:

[i.] to ensure that competent management is selected to manage the day-to-day activities of FWR.;

[ii.] to act as a source of funding for ongoing operations; and

[iii.] to participate in Regent meetings and polls whenever possible.

[b.]The Board of Regents meets online at least once a year to elect one of its number as Secretary. Election is by simple majority of tallied votes and is conducted within the Financial Webring Forum by online poll after at least two weeks notice. Candidates must announce their candidacy in a post explaining their management philosophy. Only Regents in good standing are eligible to vote. If a tie occurs, there will be a runoff between the top two candidates.

[c.] Following the election of the Secretary, a second meeting will be held after a delay of seven days to elect three Directors at Large, who are also current members in good standing of the Board of Regents. These Directors will, with the Secretary, manage day-to-day operations. Candidates must announce themselves in a post explaining their management philosophy. Election is also by simple majority of tallied votes and will be conducted within the Financial Webring Forum by online poll. The top three candidates will be selected. If there is a tie at the third position, a runoff election will be held.

[d.] The Secretary and the Directors at Large are elected for a one-year term and serve at the pleasure of the Board of Regents. Any five Regents may petition for a Special Meeting, which must be called within five (5) days, and at which the current Board of Directors can be challenged. If the challenge succeeds by a positive vote by a simple majority of all current Regents, new elections must be held.

[e.] In the event a Director (including the Secretary), resigns, the Regents shall decide by simple majority of tallied votes, whether to replace the vacant position (via normal voting procedures) prior to normal annual elections.

[f.] Polls for the election of new Regents and the Board of Directors must be kept open until one of the following conditions has been met:

[i.] all current Regents have voted;

[ii.] attainment of an absolute majority renders further voting moot;

[iii.] two weeks have passed.

[g.] Proxy votes are not allowed.

[h.] A quorum shall constitute the greater of one third or six Regents in order to conduct business, or in the specific case where there are less than 10 Regents, then a simple majority of Regents.

[i.] Votes to amend the Bylaws shall be held in the Financial Webring Forum by online poll. Each vote will be open for 5 days, unless the attainment of an absolute majority of Regents renders further voting moot. If an absolute majority is not obtained, then at the end of the voting period a simple majority shall suffice, provided that the total number of votes cast meets or exceeds the quorum.

IV. Regent Membership and Obligations

[a.] A candidate for Regent must be vouched for by an incumbent Regent who has either met that individual in person or vetted them by other means. A candidate for the Board of Regents nominates himself or herself and the nomination must be seconded by a current Regent. A candidate becomes a Regent if he or she is elected by a simple majority of all current Regents, voting in an election to be held annually before the election of the Secretary, or at any time at the discretion of the Directors.

[b.] The main obligation of individual Regents is to contribute to the responsibilities of the Board of Regents as outlined in the previous section, by participating in online meetings and voting in online polls. Regents are expected to be active contributors to the discussion Forum. Regents are expected to attempt, occasionally and informally, to meet face-to-face with other Forum Members in their area and, when possible, while visiting other parts of the country. Regents are obligated to maintain as confidential the real identities of those Forum Members who prefer to maintain online anonymity.

[c.] Each Regent will be issued 10 non-transferable shares in FWR at a price determined by the Directors. FWR will retain a call option on the issued shares with a strike price equal to the issued price. Should a Regent resign, the call option would be exercised, his or her shares purchased, and the shares either cancelled or issued to a new Regent.

[d.] The minimum number of Regents is 9. The maximum number of Regents is 30. If the number of Regents falls below 9, a Special Meeting must be called to elect new Regents.

V. Expulsion of Regents

[a.] Regent may only be expelled at a general meeting in which expulsion is moved. Should the expulsion motion be passed by the votes of at least two-thirds of all current Regents over a seven-day period, the call option on the Regent's shares will be exercised by FWR and his or her shares canceled or held for reissue.

[b.] Notwithstanding the above, if a Regent is absent for the whole of a special general meeting or an annual general meeting, the Board of Directors shall inquire, by PM or e-mail, or other reasonable means, as to the reasons for the absence, and as to whether the Regent in question desires to continue as a Regent. If a Regent is absent from the whole of two consecutive general meetings, whether special or annual, and if in the opinion of the Board of Directors there is no good reason for such absences, the Board of Directors shall have the power, to be exercised at its discretion, to call in the shares of that Regent and to cancel or reissue those shares.

VI. The Board of Directors

[a.] The Directors consist of a Secretary who acts as Chair, and three Directors at Large.

[b.] The Board of Directors shall select one of their number to serve as Treasurer.

[c.] The Directors shall select a Regent, who may or may not be a member of the current Board of Directors, to serve as Systems Operator (Sysop), to provide technical maintenance of the Forum and to advise the Directors on technical matters. At the invitation of the Directors, a Sysop who is not a Director may also attend Board meetings as a non-voting member.

[d.] Directors meet amongst themselves at times of their choosing and determine day-to-day management of FWR, including:

◦ selecting appropriate software and hosting services for our websites;

◦ ensuring that appropriate software backup and maintenance procedures are in place;

◦ determining moderation policy;

◦ choosing and supervising moderators;

◦ collecting fees and paying bills;

◦ reporting, internally as the Board of Regents require, externally where necessary;

◦ making by-laws as necessary to implement the Articles of Incorporation;

◦ and dealing with other matters related to the administration or well-being of the websites and materials referred to in Section I.

[e.] These tasks are done within the non-commercial framework set out in the Statement of Purpose.

[f.] A quorum for a Board of Directors meeting shall consist of the Secretary and at least two Directors.

[g.] In the event of a tie vote, the Secretary, acting as Chair, shall cast a second and deciding vote.