Bylaws
TechnovateHer is an Ontario non-profit corporation. These bylaws set out the governance rules that guide our board, our members, and our meetings.
Last updated: September 15, 2026
1. Interpretation
In these bylaws, unless the context otherwise requires, "Act" means the Ontario Not-for-Profit Corporations Act, 2010 (ONCA) and where the context refers to provisions of the Act, the reference includes any amendment to those provisions. "Board" means the board of directors of the Corporation. "Director" means a member of the Board. "Member" means a member of the Corporation. Words importing the singular include the plural and vice versa, and words importing one gender include all genders. Headings are for convenience only and do not affect interpretation.
2. Name and purpose
The name of the Corporation is TechnovateHer. The Corporation is incorporated as a non-share capital corporation under the laws of Ontario and operates on a not-for-profit basis. The purpose of the Corporation is to empower women and girls to learn about, participate in, and lead in technology through workshops, mentorship, advocacy, and the creation of welcoming, accessible learning spaces. The Corporation shall carry on its activities without financial gain to its members and any profits or accretions shall be used to further its purpose.
3. Registered office
The registered office of the Corporation shall be in the Province of Ontario, at a location determined by the Board from time to time in accordance with the Act. The Corporation may establish other offices and carry on its work anywhere within Ontario and, where permitted by law, elsewhere in Canada.
4. Membership
Membership in the Corporation is open to any individual who supports the purpose of the Corporation and who applies in the form determined by the Board and pays any membership fee set by the Board. Each Member in good standing is entitled to one vote at meetings of the Members. The Board may, by resolution, establish categories of membership, qualifications, and fees. Membership is non-transferable and ceases upon resignation, failure to remain in good standing, or removal in accordance with these bylaws.
5. Meetings of Members
The annual meeting of Members shall be held each year in Ontario, at a time and place determined by the Board, for the purpose of receiving reports, electing directors, appointing the public accountant where required, and transacting any other business properly brought before the meeting. Special meetings of the Members may be called by the Board, the Chair, or by Members in accordance with the Act. Notice of every meeting of Members shall be given in the manner and within the time required by the Act. A quorum is a majority of the Members entitled to vote, unless the Board fixes a lower number not less than the minimum required by the Act.
6. Board of Directors
The affairs of the Corporation shall be managed by a Board of not fewer than three (3) and not more than fifteen (15) directors, the exact number to be determined by the Members from time to time. Directors shall be elected by the Members at the annual meeting and shall hold office for a term of up to two (2) years, and may be re-elected. A Director must be at least eighteen (18) years of age, of sound mind, not an undischarged bankrupt, and not otherwise disqualified under the Act. The Board may fill a vacancy among the directors in accordance with the Act.
7. Meetings of the Board
Meetings of the Board may be held at any place in or outside Ontario and may be held by electronic means that allow all participants to communicate adequately with each other. Notice of each meeting, specifying the time and place, shall be given to each Director not less than the number of days required by the Act before the meeting. A quorum for the transaction of business is a majority of the Directors in office. Each Director has one vote, and questions arising shall be decided by a majority of votes. The Chair does not have a second or casting vote.
8. Officers
The Board shall appoint from among the Directors a Chair (or President), a Secretary, and a Treasurer, and may appoint such other officers as it deems necessary. The Chair presides at all meetings of the Members and the Board and provides leadership to the Corporation. The Secretary keeps minutes of meetings, maintains the records of the Corporation, and gives notice as required. The Treasurer has charge of the funds and financial records of the Corporation and reports on its financial position to the Board. One person may hold more than one office, except that the Chair and Secretary shall not be the same person. Officers hold office at the pleasure of the Board.
9. Committees
The Board may establish such committees as it deems advisable, including an executive committee, and may delegate to any committee any of the Board's powers, except those that the Act requires the Board to exercise itself. Each committee shall have at least one Director and shall report its activities to the Board. The Board may appoint persons who are not Directors to a committee, except to the executive committee. Committees operate under terms of reference approved by the Board.
10. Conflict of interest
Every Director and officer shall disclose in writing to the Corporation, or declare at a meeting of the Board, any direct or indirect interest in a material contract or transaction with the Corporation, in accordance with the Act. A Director who has such an interest shall not vote on any resolution to approve the contract or transaction and shall not be present during discussion of it, except as permitted by the Act. The Corporation shall maintain a register of disclosed conflicts and make it available as required by the Act.
11. Finances and banking
The Board shall designate by resolution the bank, trust company, or credit union at which the banking business of the Corporation shall be transacted. The Board shall designate the officers and other persons authorized to sign cheques, drafts, and other instruments on behalf of the Corporation. The Corporation's financial year ends on a date fixed by the Board. The Corporation shall keep proper accounting records and, where required by the Act, appoint a public accountant to audit or review its financial statements.
12. Books and records
The Corporation shall keep at its registered office or at another place in Ontario designated by the Board the books and records required by the Act, including the articles, bylaws, amendments, minutes of meetings, and a register of Members and Directors. These records shall be open to inspection by Members and Directors during regular business hours and in accordance with the Act.
13. Protection of Directors and officers
No Director or officer of the Corporation shall be liable for the acts, receipts, neglects, or defaults of any other Director or officer, or for any loss, damage, or expense incurred through any insufficiency or deficiency of title to property, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person, except as permitted by the Act. The Corporation shall, to the extent permitted by the Act, indemnify and save harmless its Directors and officers against liabilities and costs incurred in connection with their roles on behalf of the Corporation.
14. Amendment of bylaws
These bylaws may be amended by a resolution of the Members passed by at least two-thirds (2/3) of the votes cast at a meeting of the Members of which notice of the proposed amendment was given. A bylaw or amendment takes effect on the date it is confirmed by the Members and, where required by the Act, on approval by the appropriate authority. The Board may, in accordance with the Act, make, amend, or repeal bylaws between meetings of the Members, subject to confirmation by the Members at the next meeting.
15. Dissolution
Upon the dissolution or winding-up of the Corporation, and after payment of all debts and liabilities, any remaining property shall be distributed or disposed of to one or more qualified donees within the meaning of the Income Tax Act (Canada) or to one or more non-profit organizations in Ontario whose purposes are similar to those of the Corporation, as determined by the Members. In no event shall any remaining property be distributed to the Members.
These bylaws are provided for general information and are a summary of our governance framework. They do not constitute legal advice. For the full and legally binding text, or for any specific question, please contact us at legal@technovateher.org.
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