CAn Bylaws

Community Artist niagara By-Laws [Revised CAn AGM, September 21, 2009]

1. Head Office:
The Head Office of the Community Artist niagara shall be in the Regional Municipality of Niagara, in the Province of Ontario, and at such place therein as the Board of Directors (hereinafter called the Board) may, from time to time determine.

2. Board of Directors
2.01 The Community Artist niagara shall be managed by a Board of nine (9) Directors. The directors shall be elected from amongst the members of the Community Artist niagara to hold office for a two year term, or until a successor has been duly qualified and elected.

2.02 Directors shall be elected by the membership at the Annual General Meeting, based on but not limited to, a slate of officers prepared by the Nominating Committee. 

2.03 The Members of Community Artist niagara may, by resolution passed by at least two-thirds of the votes cast at a General Meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of such Director’s term of office, and may, by majority of the votes cast at that meeting, elect any qualified person in the stead of such Director for the remainder of the term. 

2.04 The office of a Director of the Board shall be declared vacant if such Director, resigns by notice in writing to the Board, or has been absent without just cause from three (3) consecutive meetings of the Board. 

2.05 Employees of the Community Artist niagara are not eligible for election or appointment to the Board. 

3. Vacancies

3.01 Vacancies on the Board, however caused, may, so long as a quorum of Directors remain in office, be filled by the remaining members of the Board from amongst the Members of the Community Artist niagara, by resolution, otherwise such vacancy shall be filled at the next Annual Meeting of the Members.  If there be not a quorum of Directors, the remaining Directors shall call a meeting of Members to fill the vacancy.

3.02  If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner provided above.

4. Board Meeting Quorum

Five (5) Directors shall form a quorum for the transaction of business.

5. Meeting Procedures

5.01 The Board may hold its meetings at such places as it may, from time to time, determine.

5.02 Formal notice of any such meeting shall not be necessary if all the Directors be present, or if those absent have signified their consent to the meeting being held in their absence.

5.03 Meetings of the Board may be formally called by the President, or by the Vice-President, or by any two Directors.

5.04 Notice of such meetings shall be delivered by: telephone, facsimile, post, e-mail, or facebook to each director no less than ten (10) days before the meeting is to take place.

5.05 The statutory declaration of the Secretary or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.

5.06 The Board may appoint a day or days in any month or months, for regular meetings, at an hour to be named, and of such regular meeting, notice need not be sent.

5.07 A meeting of the Board may also be held, without notice, immediately following the Annual Meeting.

5.08 The Board may consider or transact any business, either general or special, at any meeting of the Board.

5.09  No error or omission in giving such notice for a meeting of the Board shall invalidate or make void any proceedings taken or had at such meeting and any Director may, at any time, waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

5.10 Any questions of procedure at or for any meetings of the Community Artist niagara, which have not been provided for in the Constitution and By-laws or by the Corporation Act, shall be determined by the President in accordance with Robert’s Rules of Order.

6. Voting

6.01 Questions arising at any meeting of the Board shall be decided by a majority of votes.

6.02 All votes at any meeting shall be taken by ballot, if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.

6.03 A declaration by the President of the Meeting that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution

6.04 In case of an equality of votes, the President of the Meeting shall have a second or casting vote.

7. BOARD AUTHORITY

7.01 The Board shall have full power with respect to all affairs of the Community Artist niagara and, subject to the provisions of By-law 7.03 hereof, no By-law or resolution passed or enacted by the Board or any other action taken by the Board, requires confirmation or ratification by the Members of the Community Artist niagara in order to become valid or to bind the Community Artist niagara.

7.02 Without limiting the generality of the powers of the Board as set out in this By-law 7, the Board shall have the power to pass without any confirmation by the members of all necessary rules and regulations related in any way to the operations of the Community Artist niagara, including, but not limited to such matters as the conduct of Members and guest, rules of order for meetings and all other aspects of the operation, occupation and leasing of the premises of the Community Artist niagara.

7.03 The Board may, by resolution, amend, repeal or re-enact any By-law and any such amendment, repeal or re-enactment, unless in the meantime confirmed by a majority of the votes cast at a General Meeting called for that purpose, is effective only until the next Annual Meeting unless confirmed thereat.

7.04 The Board may, from time to time, appoint Honorary Members.

8. REMUNERATION

The Directors shall receive no remuneration for acting as such, but shall receive reimbursement for authorized expenditures upon proof of such expenses.

9. COMMITTEES

9.01 The executive Committee shall consist of the President, Vice-President, Treasurer and Secretary and shall have the power to act on behalf of the Community Artist niagara between Meetings of the Board.

9.02 The Board may appoint such Committees

9.03 No Committee, except the Executive Committee, shall have the power to act for or on behalf of the Community Artist niagara or otherwise commit or bind the Community Artist niagara to any course of action.

9.04 Members of Committees shall be appointed by, and hold office at the pleasure of, the Board.

9.05 Each Committee shall submit to the Board such reports as the Board may, from time to time, request.

10. OFFICERS OF THE BOARD

10.01 Officers of the Board shall be:  President, Vice-President, Treasurer and Secretary.

10.02 Other Officers may be determined from time to time.

10.03 Officers shall be elected by the Board from among their number at the first meeting of the Board after each election of Directors.

10.04 In case of a default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected.

11. DUTIES AND RESPONSIBILITIES

The President shall:
11.01 preside at all meetings of the members of the Community Artist Niagara and of the Board.

11.02 subject to the authority of the Board, have general supervision of the affairs and business of the Community Artist niagara.

11.03 with the Secretary, or some other member appointed by the Board for the purpose, sign all By-laws.

11.04 be an ex officio member of all Committees.

11.05 perform such other duties as may, from time to time, be determined by the Board.

12. DUTIES AND RESPONSIBILITIES

The Vice-President shall:
12.01 assume, during the absence of the President, the duties and powers of the President.

12.02 perform such other duties as may, from time to time, be determined by the Board.

13. DUTIES AND RESPONSIBILITIES

The Treasurer shall:
13.01 keep full and accurate accounts of all receipts and disbursements of the Community Artist niagara in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Community Artist niagara in such banking institution(s) as may, from time to time, be designated by the Board.

13.02 disburse the funds of the Community Artist niagara under the direction of the Board, taking proper vouchers therefore

13.03 render to the Board at the regular meetings thereof or whenever required, an account of all transactions as Treasurer, and of the financial position of the Community Artist niagara.

13.04 ensure that all accounts are audited annually.

13.05 perform such other duties as may, from time to time, be determined by the Board.

14. DUTIES AND RESPONSIBILITIES

The Secretary shall:
14.01 record all facts and minutes of all proceedings in the books kept for the purpose.

14.02 give all notices required to Members and Directors.

14.03 be the custodian of all books, papers, records, contracts and other documents belonging to the Community Artist niagara.

14.04 deliver the aforementioned only when authorized by a resolution of the Board and to such person or persons as may be named in the resolution.

14.05 perform such other duties as may, from time to time, be determined by the Board.

15. EXECUTIVE DIRECTOR

15.01 The Board may, from time to time, appoint an Executive Director and may delegate to that person such authority to manage and direct the affairs and business of the Community Artist niagara as the Board may, from time to time, determine, except for such matters and duties as must, by law, be transacted or performed by the Board or by the Members.

15.02 The Executive Director shall report on the affairs of the Community Artist niagara, as may, from time to time, be required by the Board.

16. SIGNING AUTHORITY

16.01 Licenses, contracts and engagements in the artistic endeavours of the Community Artist niagara shall be signed by either the President or the Vice-President and by the Executive Director.

16.02 Contracts in the ordinary course of the Community Artist Niagara`s operations may be entered into on behalf of the Community Artist niagara by any two of, the President, the Vice-President, the Treasurer, the Secretary, the Executive Director, or by any other person or persons authorized by resolution of the Board.

16.03 Any two of:  the President, the Vice-President, the Treasurer or the Secretary, the Executive Director, or any other persons, as from time to time, designated by resolution of the Board may vote to transfer any and all shares, bonds or other securities standing in the name of the Community Artist niagara in its individual capacity or otherwise and may accept in the name and on behalf of the Community Artist niagara transfers of shares, bonds or other securities transferred to the Community Artist niagara and may make, execute and deliver any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.

16.04 Notwithstanding any provisions to the contrary constrained in the By-laws, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Community Artist niagara may or shall be executed.

16.05 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Community Artist niagara shall be signed by such Members of the Community Artist niagara and in such manner as shall, from time to time, be determined by resolution of the Board and any one of such Members may alone endorse notes and drafts for collection on account of the Community Artist niagara through its bankers, and endorse notes and cheques for deposit with the Community Artist niagara’s bankers for the credit of the Community Artist niagara, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Community Artist niagara by using the Community Artist niagara’s rubber stamp for the purpose.  Any one of such Members so appointed may arrange, settle, balance and certify all books and accounts between the Community Artist niagara and the Community Artist niagara’s bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release of verification slips.

17. AUDITOR

The Members shall, at the Annual Meeting, appoint an Auditor, who shall not be a member of the Board, and shall serve until the next Annual Meeting of the Community Artist niagara.

18. TRUSTEES

18.01 The Board may, from time to time, by resolution, appoint trustees to hold the property of the Community Artist niagara in trust for the Community Artist niagara and may determine the terms of any such trust.

18.02 Any persons authorized by the Board to do so may execute any such trust agreement on behalf of the Community Artist niagara.

19. BOOKS AND RECORDS

The Board shall ensure that all necessary books and records of Community Artist niagara required by the By-laws, or by any applicable statute or law, are regularly and properly kept.

20. GENERAL MEMBERSHIP

20.01 There shall be one (1) Member category:  General Member.

20.02 Any persons may become a General Member of the Community Artist niagara through payment of an annual fee as may, from time to time, be set by the Board.

20.03 General Members shall be entitled to one (1) vote per Member at all Meetings of Members of Community Artist niagara.

21. HONOURARY MEMBERSHIP

Honourary Members shall have the same rights and privileges as General Members but shall not be required to pay any membership fees.

22. MEMBERSHIP FEES

22.01 The Board of Directors may terminate the membership of any Member for failure to pay fees or fulfill the conditions subject to which the Member was admitted.

22.02 The Board shall maintain and make public a register of the Community Artist niagara membership fee.

22.03 The Board may amend the membership fee at any regular meeting of the Board; provided however, that any such adjustment be confirmed by a vote of the majority of the Members at the Annual Meeting.

23. ANNUAL/GENERAL MEETINGS

23.01 The Annual or any other General Meeting of the Members shall be held at the Head Office of the Community Artist niagara or elsewhere in Ontario as the Board may, from time to time, determine and on such a day as the Board may appoint.

23.02 At every Annual Meeting there shall be presented, the report of the Board, the financial statement and report of the auditor, the Directors shall be elected, and any other business transacted.

23.03 The Board, or the President, or the Vice-President shall have the power to call at any time a General Meeting of the Members.

23.04 The Board shall serve public notice of all Annual or General Meetings of the Members.  Notice of the time and place of every such meeting shall be given to each member by providing notice by e-mail, post, facsimile, or public notice ten (10) or more days before the meeting.

23.05 No error or omission in giving notice of any Annual or General Meeting or any adjourned meeting, whether Annual or General, of the Members 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.

23.06 For the purpose of sending notice to any Member for any meeting or otherwise, the address of the Member shall be that as last recorded on the membership register of the Community Artist niagara.

23.07 Any meetings of the Members of the Community Artist niagara or of the Board may be adjourned to any time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum be present.

24. ANNUAL MEETING

24.01 A quorum for the transaction of business at any meeting of Members shall consist of at least five (5) Members present in person.

24.02 Each Member shall at all meetings of Members be entitled to one vote.

24.03 At all meetings of Members every question shall be decided by a majority of the votes of the Members present and voting in person unless otherwise required by the By-laws of the Community Artist niagara, or by law.

24.04 Every question shall be decided in first instance by a show of hands unless a poll be demanded by a Member.  Upon a show of hands, every Member shall have one vote, and unless a poll be demanded, a declaration by the President of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the Community Artist niagara shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of the votes accorded in favour of or against such resolution.  The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the Members present, and such a poll shall be taken in such manner as the President of the meeting shall direct and the result of such poll shall be deemed the decision of the Members in General Meeting upon the matter in question.

24.05 In case of an equality of votes at any General Meeting whether upon a show of hands or a poll, the president of the meeting shall be entitled to a second or casting vote.

25. INDEMNITY

All Directors or Members and their heirs, executors and administrators, and estate and effects, respectively, shall, from time to time, and at all times, be indemnified and saved harmless out of the funds of the Community Artist niagara, from and against:

1. All costs, charges and expenses whatsoever that such person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such person for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by such person in or about the execution of the duties of the member.
2. All other costs, charges and expenses shall be reimbursed from time to time with the prior approval of the Board, except such costs, charges or expenses as are occasioned by such person’s own willful neglect or default.