Constitution and Bylaws 2018-04-24T15:38:09+00:00

Constitution

ARTICLE 1. NAME

The name of this society is The Salt Spring Arts Council.

ARTICLE 2. PURPOSES

The Purpose of the Council is to increase and broaden opportunities for enjoyment of and participation in cultural activities on Salt Spring Island.

  1. To encourage participation and excellence in the visual and performing arts and crafts.
  2. To provide, when possible, financial and advisory assistance to groups and individuals.
  3. To circulate information to members about cultural activities and opportunities.
  4. To work co-operatively with other agencies concerned with cultural activities.
  5. To bring to the attention of civic and provincial authorities the cultural needs of the community.
  6. To stimulate public interest in the visual and performing arts and crafts.
  7. To provide facilities, when possible, for the use and benefit of performing and visual artists and craftpersons.

The following Salt Spring Arts Council Bylaws were approved March 18, 2018 by the membership of SSAC to confirm with requirements of the BC Societies Act.

Bylaws:

1.1       In these Bylaws:

Act” means the Societies Act S.B.C. 2015, c.18 as amended from time to time;

Board” means the directors of the Society

Council” means the Salt Spring Arts Council

Special Resolution” means any of the following:

  • A resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members;
  • A resolution consented to in writing by all of the voting members;

1.2       The definitions in the Act apply to these Bylaws.

2.1       If there is a conflict between these Bylaws and the Act, the Act prevails.

2.2       In these bylaws a reference to written notice shall include email or other electronic written communication.

3.1       The registered office of the Council shall be on Salt Spring Island.

3.2       The Council shall keep records as prescribed in sections 20 to 23 of the Act.

3.3       All books, accounts, and records of the Council shall be open for inspection by the Officers and Directors at all reasonable times and for inspection by members in good standing upon application to the Executive at such times and in such places as the Executive deems fit subject to the Act.

3.4       On written application to the Board, and at the discretion of the Executive, a non-member may inspect a record apart from the registry of society members.

3.5       The Council may charge a fee for inspection of records by a person who is not a member or director of the Council in an amount as may be determined by the Board from time to time.

3.6       Records to be provided to a person shall be sent to the intended recipient as provided in s. 29 of the Act.

3.7       The Constitution and these bylaws shall be maintained on the website of the Council in a form which can be downloaded and printed and is available to all members.

4.1       The fiscal year of the Council shall be set by the Board from time to time.

4.2       All revenues of the Council shall unless otherwise designated be considered general funds of the Council and be subject to the accounting procedures stipulated by the Board of Directors.

4.3       The Council may invest its funds in accordance with s. 33 of the Act.

4.4       The Board of Directors may not borrow money for any purpose unless and until authorized to do so by a special resolution passed by the members.

4.5       The Society shall present at every general meeting financial statements and the financial reviewer’s report in accordance with sections 35, 36 and 38 of the Act.

4.6       The accounts of the Council shall as soon as practicable after the end of each fiscal year be examined and their correctness ascertained by a financial review.

4.7       The Council shall appoint a financial reviewer for the next fiscal year at a general meeting.

5.1       The Board shall be composed of no fewer than nine (9) and no more than eleven (11) members plus the immediate past-chair who shall serve as Director ex-officio and who shall not have a vote, and whose membership on the Board shall expire after one term.

5.2       The Executive of the Board shall be the Chair, Vice-chair, Secretary and Treasurer.

5.3       As soon as possible after the election of a Board its members shall meet to elect the Executive

5.4       Persons nominated, elected or appointed to serve on the Board must:

  • be an individual;
  • be a member in good standing of the Council;
  • reside on Salt Spring Island; and
  • otherwise meet the qualifications in s. 44 of the Act.

5.5 The Board shall conduct all the affairs of the Council which are not directed or required to be done by the Council in general meetings subject to:

  1. the Act and any other laws governing the Council;
  2. these bylaws; and
  3. any rules which are made from time to time by the Council in general meetings

5.6       A director shall be elected for a two year term.

5.7       A director shall retire from office at the end of their term and their successors shall be elected at a general meeting.

5.8       A director ceases to hold office if the director:

  1. Resigns in accordance with s. 49 of the Act;
  2. Dies;
  3. Ceases to be a member in good standing;
  4. Fails to meet the qualifications set out in s. 44 of the Act;
  5. Is absent from three consecutive meetings of the Board of Directors unless such absence is excused by the Board acting as a body; or
  6. Is removed from office by the Board or members.

5.9       No director shall serve more than three consecutive terms in office.

5.10     The Directors may at any time in the event of a vacancy, and shall in the event membership on the Board drops below nine (9) members, appoint a member by ordinary resolution to fill a vacancy on the Board.  The member so appointed holds office until the next general meeting.

5.11     The term of a Director appointed pursuant to article 5.10 shall be a first term.

5.12     The members may, by special resolution, remove a Director before the expiration of their term of office and may by ordinary resolution appoint a successor to complete the term of office pursuant to s. 50 of the Act.

6.1       No director shall be remunerated for being or acting as a Director.

6.2       A Director shall only be reimbursed for services or expenditures incurred if,

  • The Executive has approved the expenditure in advance;
  • The Director provides receipts for all expenditures and an accurate record of all time for which reimbursement is sought; and
  • The expenditures and the record of time are approved by a majority of the Board members.

6.3       A Director may enter into a contract for services with the Board over and above those expected of a  Director and subject to prior approval by the Board in their absence and shall be entitled to be paid for those services at a rate agreed upon by the Board and pursuant to a written contract with the Board.

6.4       No Director shall be paid for services provided unless

  1. The Board has approved a contract for services in advance of the provision of services; and
  2. The Director provides a detailed statement of services provided in a form approved by the Board;

7.1       The Board may meet at such places and times as they think fit for the dispatch of business, may adjourn and otherwise regulate their meetings and proceedings as they see fit.

7.2       The Board may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the Directors then in office.

7.3       If at any meeting of the Board the chair is not present the Vice-Chair shall preside.  In the absence of both the Chair and the Vice-Chair the Board shall choose a chairperson for that meeting.

7.4       In the absence of the Secretary the Board shall appoint another Director to act as Secretary for that meeting.

7.5       A Director may at any time request the Secretary to call a meeting of the Board.

7.6       All meetings of the Board shall be open to any member in good standing except the Board of Directors may, by majority vote, conduct business “in camera” and for that purpose may exclude any or all non-Board members.

7.7       Questions or motions arising at any meeting of the Board shall be decided by majority vote and the Chair shall have a vote on each question or motion. In the case of an equality of votes the Chair has no second vote and the question shall be defeated.

7.8       Directors may vote on a question or resolution by casting a vote in favour, in opposition or by abstaining.

7.9       The Directors of a society may pass a Directors’ resolution without a meeting of all the Directors, if a majority of the Directors consent to the resolution in writing which shall include e-mail.

8.1       The Chair shall preside at all meetings of the Council and the Board.

8.2       The Chair shall prepare an agenda for each meeting of the Board.

8.3       The Chair is the Chief Executive Officer of the Council

8.4       The Vice-Chair shall take on the duties of the Chair as and when required.

8.5       The Secretary is responsible for the following:

  1. conducting the correspondence of the Council
  2. issuing notices of meetings of the Council and Directors;
  3. keeping minutes of all meetings of the Council and Directors;
  4. having custody of and maintaining all current and historical records and documents of the Council except those required to be kept by the Treasurer; and
  5. maintaining the register of members.

8.6       The Treasurer is responsible for doing, or making the necessary arrangements for the following:

  1. a) receiving and banking monies collected from the members or other sources;
  2. b) keeping accounting records in respect of the Society’s financial transactions;
  3. c) preparing the Society’s financial statements; and
  4. d) making the Society’s filings respecting taxes.

9.1       The Standing Committees of the Council shall be:

  1. ArtCraft Committee;
  2. Grants and Awards Committee ;
  3. Mahon Hall Committee.

9.2       Two-thirds of members of a Standing Committee shall be members in good standing of the Council.

9.3       Each Standing Committee shall include at least one Director appointed by the Board as a liaison between the Board and Standing Committee.   

9.4       The Board may establish such Special Committees as it from time to time deems necessary for the operations of the Council and determine an appropriate reporting relationship. A Special Committee may be dissolved if the Board decides it is no longer required.

9.5       The majority of members of a Special Committee shall be members in good standing.

9.6       The Chair of each Standing and Special Committee shall be determined by the Committee and appointed by the Board.   The Chair must be a member in good standing of the Council.

9.7       A Committee chair so appointed shall attend the meetings of the Board when requested but shall have no vote unless otherwise entitled to vote.

9.8       Each Committee shall operate within a framework and time span prescribed by the Board and shall report to the Board in writing.

9.9       At least eight (8) weeks prior to a general meeting the Board shall appoint a Nominating committee of at least three (3) members consisting of one (1) Director and at least two (2) other members of the Council.

9.10     The Nominating Committee shall:

  1. prepare a slate of candidates for Board for the ensuing year;
  2. provide for nominations of candidates from the general membership by informing all members sixty (60) days before a general Meeting that written nominations for the Board are being accepted up to fourteen (14) days before a general meeting; and
  3. report on the full slate of candidates at the general meeting.

10.1     Membership in the Council shall be open to anyone who supports the objectives and rules of the Council.

10.2     Membership may be divided into such classes as may be determined from time to time by the Board and approved by the membership

10.3     A person may apply to the Board for membership by such form as the Board may decide from time to time and upon acceptance by the Board is a member.

10.4     The amount of the annual membership dues for each and every class of membership shall be determined from time to time by the Board.

10.5     A person ceases to be a member of the Council:

  1. when his or her term of membership expires:
  2. by delivering his or her resignation in writing to the Secretary or by mailing or delivering it to the address of the Council;
  3. on his or her death;
  4. on being expelled; and
  5. on having been a member not in good-standing for 12 consecutive months.

10.6     The Board may from time to time establish the cost and the term of membership.

10.7     A member who is in arrears in payment of membership dues or who is in any way financially indebted to the Council for a period in excess of two (2) months shall be considered to be a member not in good-standing of the Council and shall remain so as long as those dues remain unpaid.

10.8     A member in good standing present at a meeting of members is entitled to one vote.

11.1     A general meeting of the Council shall be held on Salt Spring Island at such place, date and time as is determined by the Board provided that a general meeting is held in each calendar year.

11.2     Written notice of a general meeting shall be given at least fourteen (14) days and no earlier than sixty (60) days before the meeting.

11.3     Members may requisition a general meeting in accordance with s. 75 of the Act.

11.4     At a general meeting the following business is ordinary business:

  • Adoption of rules of order;
  • Consideration of financial statements of the Council presented to the meeting;
  • Consideration of the reports, if any, of the director or auditor;
  • Election or appointment of directors;
  • Appointment of a financial reviewer;
  • Business arising out of a report of the Directors not requiring the passing of a special resolution.

11.5     Members must attend the meeting in person.

11.6     Except as otherwise provided in these bylaws, and other than the election of the chair of the meeting and the adjournment or termination of the meeting, business shall not be conducted at a general meeting unless a quorum consisting of twenty (20) voting members is present.

11.7     If within thirty (30) minutes from the time appointed for a general meeting a quorum is not       present the meeting,

  1. in the case of a meeting convened at the request of the members is terminated; and
  2. in any other case may be adjourned to such time and place as the Chair may determine and if, at the continuation of the adjourned meeting, a quorum is not present within thirty (30) minutes from the time set for the meeting the members present constitute a quorum for that meeting.

11.8     Voting at a general meeting shall be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members except that if, before or after such a vote two or more voting members request a secret ballot or a secret ballot is directed by the Chair of the meeting, voting must be by a secret ballot.

11.9     The Chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

11.10   Voting by proxy is not permitted at a general or a special meeting.

11.11   A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

11.12   An ordinary resolution must be passed by a majority of the votes cast by voting members at a general meeting of the Council.

11.13   In the case of an equality of votes the Chair shall not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution shall not pass.

11.14   At a general meeting a special resolution shall be a resolution passed by at least 2/3 of the votes cast by voting members present at a meeting of the Council of which not less than fourteen (14) days notice stating the resolution to be presented has been given.

12.1     These bylaws shall not be altered or added to except by special resolution.