By-Law No. 1 of the Huronia Foundation for the Arts 1. Initial Matters 1.1 The name of this organisation
shall be the Huronia Foundation for the Arts hereinafter referred
to as “the Corporation". 1.2 The seal, an impression
whereof Is stamped in the margin hereof, shall be the seal of
the Corporation. 1.3 The head office of
the Corporation shall be situated in the place specified in
the Letters Patent, at such address as the Board of Directors
may be resolution determine. Subject to the Ontario Corporations
Act (the “Act”), the Corporation may by a by-law
change the place in which the Corporation shall be situated.
A copy of the by-law approved by a 2/3 vote of the members shall
be filed with the Ministry. Back to top
2. Objectives 2.1 To build and
sustain a community of artists that is recognized locally and
internationally for its excellence and innovation. The Corporation
will provide funding, support, and leadership for the arts on
behalf of the residents of North Simcoe & South Muskoka
(Huronia). 2.2 To
educate and increase the public’s understanding and appreciation
of the arts by providing performances of an artistic nature
in public places, senior citizens homes, churches, community
centres and educational institutions and by providing seminars
on topics relating to such performances. 2.3 The Corporation will achieve its
objectives through the following initiatives:
• Provide a range of support
services for all disciplines. These could include brochure development,
volunteers, show support, web site and other technical services.
• Partner
with artists and other organisations in the marketing and promotion
of their arts and services in the community and abroad.
• Raise funds
through memberships, donations and various fund-raising projects
to assist artists and groups with education and their program
development.
• Create a cultural community that all residents of Huronia
and district can participate in and enjoy.
• Raise awareness through
seminars on related topics. Back to top
3.
Membership 3.1 Membership is open to all
persons or organisations that support the Corporation's Mission
and Objectives. 3.2
Membership fees will be determined by the Board of Directors
from time to time. 3.3
To be a member in good standing, the individual must be current
in the payment of his/her membership fees. 3.4 This fee must be received thirty
(30) days prior to the Annual General Meeting to allow the member
voting privileges. 3.5
If the member is an individual, that body shall be allowed one
(1) vote. 3.6 If
the member is an organisation or business, that body shall be
allowed one (1) vote. 3.7
All individual members are eligible to stand for office of the
Corporation and serve on all Standing and Ad Hoc Committees.
3.8 Where a member
is considered to be bringing the reputation of the Corporation
into disrepute, the Board, by simple majority vote, may revoke
that individual’s membership and return the fee. 3.9 Any member may withdraw from
the Corporation by delivering a written resignation to the Secretary
of the Corporation. 3.10
Any member may be required to resign their membership by a three
quarter (3/4) vote of the members at an annual or special meeting.
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4. Board of Directors 4.1
The business of the Corporation shall be managed by a Board
of Directors. Directors must be individuals, at least nineteen
(19) years of age, with power under the law to contract. The
Board of Directors shall consist of members in good standing
of the Corporation. 4.2
The board of directors shall consist of a minimum of four (4)
and a maximum of sixteen (16) members. 4.3 The applicants for incorporation shall
be the first directors of the Corporation and they shall continue
in office until their successors are duly elected. 4.4 Terms of office of directors
shall be two (2) year's duration. 4.5
Any member of the Board of Directors missing three (3) consecutive
Board meetings without a valid and pressing reason may be subject
to dismissal. A two thirds (2/3) majority vote of the Board
shall be required for an offending member's dismissal from the
Board. 4.6 A director
shall be automatically dismissed from the Board if:
a) found by a court to be
of unsound mind;
b) if the director becomes bankrupt;
c) if the director resigns by written resignation
to the Secretary; or
d) upon death. 4.7
The Board has the power to amend its by-laws from time to time.
All amendments must be ratified by a two-thirds (2/3) vote of
the general membership before they take effect. 4.8 Directors shall serve as such without
remuneration and no director shall directly or indirectly receive
any profit from his position as such, provided that a director
may be paid reasonable expenses incurred in the performance
of duties. Back to top
5. Indemnification to Directors 5.1
Every director of the Corporation and their heirs, executors
and administrators and estate and effects, respectively, shall
from time to time and at all times, be indemnified and save
harmless out of the funds of the Corporation, from and against:
a) all costs, charges
and expenses which such director sustains or incurs in or about
any action, suit or proceedings which is brought, commenced
or prosecuted against him/her, or in respect of any act or deed,
matter of things whatsoever, made, done or permitted by him/her,
in or about the execution of duties of his/her office or in
respect of any such liability; and
b) all other costs, charges and expenses
which he/she sustains or incurs in or about or in relation to
the affairs thereof, except such costs, charges or expenses
as are occasioned by his/her own willful neglect or default.
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6. Officers 6.1 The Board of Directors
of the Corporation will elect from within their number by secret
ballot majority vote, the Chair, Vice-Chair, Secretary, and
Treasurer. Any two (2) offices may be held by the same person.
Officers shall be appointed at the first Board of Directors
meeting following the annual members meeting. 6.2 Board vacancies occurring during
any term may be filled by appointment by a vote of the Board
of Directors. 6.3
Officer vacancies occurring during any term shall be filled
by appointment by vote of the Board of Directors. 6.4 Officers shall be removed
by the Board of Directors at any time on motion by one or more
directors and subject to approval of two-thirds (2/3) of the
Board of Directors. Back to top
7. Duties
of Officers 7.1 Chair 7.1.1 The Chair
shall preside at all Annual General Meetings, Executive Committee
Meetings and Board meetings and shall have the general and active
management of the affairs of the Corporation as the Chief Executive
Officer of the Corporation. 7.1.2 The Chair will typically
not cast a ballot at meetings except to break a tie. 7.1.3 The
Chair will be an ex-officio member of all committees.
7.2 Vice-Chair 7.2.1 The
Vice-Chair shall assist the Chair in his or her duties as required.
7.2.2
The Vice-Chair shall assume the responsibilities of the Chair
in the absence of the Chair.
7.3 Secretary 7.3.1 The Secretary shall ensure
the recording of the minutes of all Executive Committee Meetings,
Annual General Meetings and of Board of Directors meetings.
7.3.2
The Secretary shall ensure the maintenance an up-to-date mailing
list of all individual members and member organisations. 7.3.3
The Secretary shall communicate the minutes of all Executive
Committee Meetings, Annual General Meetings and of Board meetings
to all Members in a timely fashion. 7.3.4 The Secretary shall
send out notices of all Executive Committee Meetings, Annual
General Meetings and of Board meetings in a timely fashion.
7.3.5
The Secretary shall maintain a file containing a complete set
of minutes, relative correspondence and reports. 7.3.6 If
the Secretary cannot attend a meeting, another Board member
may be designated to record and circulate minutes of the meeting.
7.3.7
The Secretary shall perform other duties as required by the
Board of Directors. Back to top
7.4
Treasurer 7.4.1 The Treasurer shall ensure the proper
and effective receipt of membership dues and any other such
dues, fees, grants or funding necessary to conduct the business
of the Corporation. 7.4.2 The Treasurer shall have custody of the
funds and securities of the Corporation and shall keep full
and accurate accounts of all assets, liabilities, receipts and
disbursements of the Corporation. 7.4.3 The Treasurer shall ensure
proper maintenance of a bank account to receive all monies on
behalf of the Corporation. 7.4.4 The Treasurer shall ensure that
financial transactions are properly controlled. 7.4.5 The
Treasurer shall report to the Board on at least a quarterly
(1/4) basis the financial status of the Corporation and its
financial management controls. 7.4.5 The Treasurer shall present
the financial statements at the Annual General Meeting. 7.4.6
The Treasurer shall perform other duties as required by the
Board of Directors. Back to top
8. Committees 8.1 The Corporation Board
operates by utilizing two types of committees: Standing Committees
and Ad Hoc Committees. 8.2 Standing Committees are permanent
in nature and are entrusted with the execution of the on-going
business of the Board. There shall be three Standing Committees:
the Executive Committee, the Finance Committee and the Membership
Committee. These committees may include both members and non-members.
8.3
Ad Hoc Committees will be created to manage short term projects
within a specific time frame. This committee may include both
members and non-members. 8.4 Members of Committees shall be appointed
by the Board of Directors. 8.5 The Board of Directors may create
committees, Standing or Ad-Hoc, as they see fit. Back to top
9.
Meetings 9.1 Members Meetings 9.1.1 The Annual
General Meeting of the Corporation (“AGM”) will
take place in the spring of each year at such time and place
as the Board of Directors may determine. 9.1.2 The purpose of the
AGM will be to: elect new Board Members where Board seats are
vacant, receive the financial statements, appoint the auditor
and fix the remuneration for the following year and to conduct
other business as directed by the Board. 9.1.3 A majority
of votes shall determine questions in the meeting except where
consent by a greater number of members is required by the Act
or by this By-law. 9.1.4 Members shall be notified of an AGM at
least 14 days prior to the meeting. 9.1.5 The newly elected
members of the Board of Directors shall take office immediately
following the Annual General Meeting. 9.1.6 The Board of Directors
shall have the power to call at any time, a meeting of the Corporation’s
members.
9.2 Board Meetings 9.2.1
The Board of Directors of the Corporation will meet on a regular
basis as determined by the Chair and at least quarterly with
notice, at least forty-eight (48) hours prior to the meeting.
All Board meetings require a quorum to be present. A quorum
for Board of Directors meetings shall require a majority of
the Board to be present. A quorum of 50% plus one (1) member
of the current Board is required. 9.2.2 All Corporation
Meetings will generally follow Robert’s Rules of Order.
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10. Finances 10.1 Fiscal year of the
Corporation shall be November 1 to October 31.
10.2 The Treasurer, the Chair,
and the Secretary shall be the signing officers of the Corporation
on all financial matters, with the Treasurer’s
signature and one of the other two individual’s signature
being required on every cheque.
11.
Notice 11.1 No error or omission in giving
notice of any annual or general meeting or any adjourned meeting,
whether annual or general, of the members of the Corporation
shall invalidate such meeting or make void any proceedings taken
thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat. For the purpose of sending notice to any
member, director or officer for any meeting or otherwise, the
address of the member, director or officer shall be the last
address recorded on the books of the Corporation. Back to top
12.
Execution of Documents 12.1 Contracts, documents
or any instruments in writing requiring the signature of the
Corporation shall be signed by any two (2) officers and all
such documents so signed shall be binding upon the Corporation.
13. By-law Amendment 13.1 This by-law may be
amended or repealed and a new by-law enacted by a majority of
the directors at a meeting of the Board of Directors and affirmed
by a two-thirds (2/3) vote of the members at a meeting called
for that purpose.
