Oh, dear goodness, I'm going to have so much to say:
OK, here we go:
Article II, Section A
This should end after "persons". One of the principles of interpretation of things like bylaws is that if you include a list of things, thigns not included in that list don't apply. Therefore, by saying "race, color, religion, age, national origin, sex, or sexual orientation", you're allowing discrimination based on height, and intelligence. It also limits the ability of the Board of Directors to set membership fees by nationality. Just get rid of it.
Articlle II, Section B
OK, first of all, I don't like the numbering here. It makes it seem like the sentence beginning with "The Corporation" is a part of subsection (2), which it's not. Furthermore, the phrase "categories of members" might be interpreted to conflict with the first sentence of Section A. Also, by using the word "members" it's saying that the Board of Directors can't reduce fees for people that aren't already members, which I think is not the intent. The intent would be better expressed by removing the sentence, and adding something to the next Section, although as long as you remove the extra stuff from section A, I don't think it's necessary. A Board of directors authorized to set membership fees is authorized to set more than one fee. Particularly, the plural "amounts" in section C supports this.
Article II, Section C
This section implies that any member whose membership dues were waived by the Board of Directors won't get membership benefits. I'm not sure that was the intent. The second sentence should be changed to read, "Only those who have paid the required dues shall be entitled to membership benefits."
Article II, Section D
It is unclear as to where this vote can be exercised, and how often. More appropriate language might be, "Each member in good standing shall be entiteld to one vote on any votable motion at a general meeting or election of the Corporation."
Article III, Section A
This is a purely political thing, but I think officers ought to be required to present reports at annual meetings. It's just good governance.
Article III, Section C
It should be stated somewhere in the bylaws that the actual receipt of notification of the meeting is not required for the meeting to be valid, to ensure that a bunch of people whose e-mail addresses changed cannot claim that the annual general meeting was held illegally.
Article III, Section D
Any number of members present is an insufficient requirement for quorum. Again, this is more an opinion thing than an interpretation thing, but I think it's important that if only one person shows up on time for the meeting, that they can't do whatever they like.
Article III, Section E
I have become rather uncomfortable with Robert's Rules of Order, after having gotten into a long debate with one of the editors of the current version. Basically, while it claims to be subject to the bylaws of the organization, it also claims that the fundamental principles of parliamentary procedure cannot be overruled except by the organization's constitution and/or bylaws, regardless of how it was adopted. For instance, if you adopt them as your rules of order in a standing rule, and there is another standing rule or action of the board that allows something that goes against fundamental principles of parliamentary procedure (e.g. teleconferencing), Robert's Rules are always authoritative.
In reality, the problem would arise to seldomly as to be unimportant, and there is little to replace them effectively (although I'm working on something), so I'm not going to get hung up on it.
Article IV, Section F
Any vacancy among the Class D Directors may be filled for the unexpired portion of the term by the Directors (both Class M and Class D) then serving, although less than a quorum, by an affirmative vote of the majority thereof, and any Director so elected shall hold office until the election and qualification of a successor.
"Filled" is open to interpretation here. It doesn't explicitly say that the directors have to get someone else to fill the position, and leave them open to "filling" it themselves.
Article IV, Section G
Should indicate that Honourary Directors do not count in determining what Quorum should be, neither do they count in determining whether or not it has been acheived.
Article IV, Section I
The Board of Directors may authorize the President to fix the exact date and place of each regular meeting, in which case notice of the time and place of such regular meetings shall be given in the manner provided in Notice of Meetings.
Again, according to the rules of interpretation, there is a difference between the "date and place" and the "time and place". This would allow the President to set the date, but disallow him from setting the time. It would also disallow him from notifying people of the date. Minor problem, but worth fixing.
Also, Section K of the same article was appended to this section by mistake.
Article IV, General
You may want to consider indicating that Class M directors can't run for election in Class D positions, and/or vice-versa, or whatever.
Article V, Section A
This allows the board of directors to appoint non-directors and non-members to officer's positions. That is not uncommon, I just want to make sure it's the desired result.
Article V, Section C
This states that the board has to select an officer to fill a position. The president can also be the secretary, so if the president/secretary dies, the treasurer cannot be both secretary and president, leaving the organization without a prez. It should state that it should elect a "director" to fill the "office".
Article V, Section G
Again, this section doesn't specify that members of the board need to fill these offices. That may or may not be the intent.
Article V, General
There is a popular (and in my mind, effective) form on non-profit governance out there called "Policy Governance." It is contrary to policy governance that a board member be responsible for day-to-day business dealings. What I would suggest, just so that the consitution doesn't need to be changed in order to adopt policy governance, is that the authority of the officers by delegatable (if that's a word), in the same way that the powers of the board are.
Article VII, Section B
The unfortunate victim of an errant copy and paste, I'm afraid.
Again, just a political thing, but I think members ought to have the right to change the bylaws. At the very least, they ought to have the ability to force the board to consider certain amendments.
Into Canadian Politics?