CONSTITUTION & BYLAWS of the Lake Country Art Gallery
CONSTITUTION
Approved: July 9, 2009
Revised: April xx, 2013
1. Name
2. Name of Society
3. Purpose of the Society
4. Mission of the Lake Country Art Gallery
5. Mandate of the Lake Country Art Gallery
6. Values of the Lake Country Art Gallery
7. Dissolution of the Lake Country Art Gallery
1. Name: Lake Country Art Gallery
2. Name of Society: Lake Country Art Gallery Society
3. Purpose of the Society:
The purpose of the Lake Country Art Gallery Society is to oversee the operation and support of the Lake Country Art Gallery, a public art gallery.
4. Mission of the Lake Country Art Gallery:
The Lake Country Art Gallery informs and builds community through enriching and sometimes challenging exhibitions. It offers diverse and inclusive programming and gives space to artists in varied artistic practices. It is accessible, engages the local community and beyond, and fulfils its role with a strong, contemporary voice..
5. Mandate of the Lake Country Art Gallery
1. To exhibit local, regional, national and international art of the highest possible standards.
2. To exist as a facility for public engagement in art and ideas for the benefit of the citizens of Lake Country and beyond.
3. To provide and facilitate events, information, education and inspiration to the community.
6. Values of the Lake Country Art Gallery
The following values govern the operation of the Lake Country Art Gallery:
Community: To build and support a local art audience and encourage cultural citizenship within our community by offering interactive, educational and thought provoking exhibitions and public programming that are accessibly to all.
Collaboration: To seek out and initiate collaborations with other community groups to create new innovative and inspiring programming through the sharing of ideas, resources and human resources.
Cultural Vitality: Dedicated to the inclusion of the unique voices, artists and interests of the Lake Country community; which, without their passion for the arts, the gallery would not exist.
Inclusivity: To create a welcoming and supportive atmosphere in the gallery that encourages and fosters interaction and dialogue with the art that ultimately leads to new learning and educational experiences and opportunities.
Integrity: To operate with integrity, professionalism and transparency within the scope of the financial and human resources available.
Curatorial Mandate: To present art that demonstrates a high level of excellence, that engages, challenges and enriches our community by bringing new artists and artwork into the community from other regions, as well as by supporting and showcasing the work of artists that live and work within our community.
Public Programming: To create, facilitate and collaborate to create innovative, educational and accessible public programming in conjunction with our exhibitions, as well as stand alone events, lectures, performances, classes and workshops that inspire, engage and appeal to a broad range of interests, age groups and skill levels.
7. Dissolution of the Lake Country Art Gallery Society
In the event of the dissolution of the Lake Country Art Gallery Society, processes will be followed according to BC Societies Act. All assets of the Lake Country Art Gallery Society will be transferred to a non-profit organisation within Lake Country that has a similar mandate.
BYLAWS
Approved: July 2009
Revised: April xx, 2013
Part 1 – Interpretation
Part 2 – Membership
Part 3 – Meetings of Members
Part 4 – Proceedings at General Meetings
Part 5 – Directors and Officers
Part 6 – Proceedings of Directors
Part 7 – Officers
Part 8 – Duties of Officers
Part 9 - Seal
Part 10 - Borrowing
Part 1: Interpretation
1.1 In these bylaws, unless the context otherwise requires:
a) “Directors” means the Directors of the Board of Directors
b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
c) “Registered Address” of a member means his address as recorded in the register of members;
d) “Society” means the Lake Country Art Gallery Society.
1.2 All other terms are as they were defined in the Society Act on the day
these Bylaws became effective.
1.3 Words importing the singular include the plural and vice versa; and words
importing a male person include a female person and a corporation.
Part 2: Membership
2.1 Every Member shall uphold and comply with the Constitution and Bylaws of the Society.
2.2 The amount of the membership dues shall be as determined by the Directors.
2.3 Regular Members:
2.3.1 All persons are Regular Members who:
(a) were Members upon the adoption of these Bylaws; or
(b) become Regular Members pursuant to these Bylaws; and
(c) have not ceased to be Regular Members pursuant to these Bylaws; or
(d) are not Honourary Life Members.
2.3.2 A person becomes a Regular Member by:
(a) applying to the Society in the membership form prescribed by the Society; and
(b) paying the prescribed membership dues.
2.4 Honourary Life Members
2.4.1 A person becomes an Honourary Life Member by being so appointed by the Directors.
2.4.2 Honourary Life Members have all of the rights, privileges and obligations of a Regular Member, except the payment of membership dues.
2.5 A person ceases to become a Member:
(a) one year after becoming a Regular Member pursuant to these Bylaws, unless:
(1) that person has renewed his membership; or
(2) that person is an Honourary Life Member;
(b) by delivering that person’s resignation in writing to the Secretary of the Society, or mailing that person’s resignation in writing to the registered address of the Society;
(c) upon that person’s death or, in the case of a corporation, its dissolution; or
(d) upon being expelled from the Society pursuant to these Bylaws.
2.6 The society may expel a Member by a Special Resolution passed at a general meeting of the society, called pursuant to these Bylaws, at which meeting the member who is subject to the expulsion vote shall have a fair opportunity to address the meeting before the Special Resolution is put to a vote.
Part 3: Meetings of Members
3.1 General meetings of the society shall be held at the time and place, in accordance with the Society Act, that the Directors decide.
3.2 Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting.
3.3 The Directors may, when they think fit, convene an Extraordinary General Meeting.
3.4 Notice of Meetings
3.4.1 Notice of a General Meeting shall specify the place, day and hour of meeting, and, in case of Special Business, the general nature of that business.
3.4.2 The accidental omission to give notice of a meeting to, or the nonreceipt
of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting.
3.5 The first Annual General Meeting of the society shall be held not more than fifteen (15) months after the date of incorporation and after that an Annual General Meeting shall be held at least once every calendar year and not more than fifteen (15) months after the holding of the past preceding Annual General Meeting.
Part 4: Proceedings at General Meetings
4.1 Special Business is:
a) all business at an Extraordinary General Meeting except the adoption of rules of order; and
b) all business transacted at an Annual General Meeting except;
i) the adoption of rules of order,
ii) the consideration of the financial statements,
iii) the report of the Directors,
iv) the report of the auditor, if any,
v) the election of Directors,
vi) the appointment of the auditor, if required, and
vii) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors issues with the notice convening the meeting.
4.2 Quorum
4.2.1 No business, other than the election of a chairman and the adjournment or termination of the meeting shall be conducted at a General Meeting at a time when a quorum is not present.
4.2.2 If at any time during a General Meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
4.2.3 A quorum is five (5) Members present or a greater number that the Members may determine at a General Meeting.
4.3 If within thirty (30) minutes from the time appointed for a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present, within 30 minutes from the time appointed for the meeting, the Members present constitute a quorum.
4.4 Subject to bylaw 19, the President of the Society, the Vice President or in
the absence of both, one of the other Directors present, shall preside as
chairman of a General Meeting.
4.5 If at a General Meeting:
a) there is no President, Vice President or other Director present within 15 minutes after the time appointed for holding the meeting; or
b) the President and all the other Director present are unwilling to act as
chairman, the Members present shall choose one of their number to be chairman.
4.6 Adjourning Meetings
4.6.1 A General Meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
4.6.2 When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
4.7 Motions and Resolutions
4.7.1 Any Member desiring to place a motion before the membership of the Lake Country Art Gallery at an Annual General Meeting may do so by giving written notice of motion fourteen (14) days prior to the Annual General Meeting, signed by at least ten (10) Members of the Gallery.
4.7.2 If the motion is carried, the resolution of the meeting on the motion
will not have any force or effect or be binding on the Board but will require consideration by the Board within sixty (60) days following the meeting.
4.7.3 The Board may, in its absolute discretion, implement a Member resolution in the form in which it was passed at the Annual General Meeting, In the event the Board does not wish to implement the said Member resolution, it must send out a consensus ballot containing the resolution to the members of the Gallery within thirty (30) days of the Gallery Board’s meeting, returnable thirty (30) days therefrom, and if approved by the majority of the returned ballots, the Governing Board shall implement same.
4.8 Voting Procedure
4.8.1 No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution
4.8.2 In case of an equality of votes, the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a Member and the proposed resolution shall not pass.
4.9 Voting Procedure II
4.9.1 A Member in good standing, present at a meeting of Members, is entitled to one vote.
4.9.2 Voting is by show of hands.
4.9.3 Voting by proxy is permitted.
4.10 A corporate Member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a Member, and that representative shall be reckoned as a Member for all purposes with respect to a meeting of the Society.
Part 5: Directors
5.1 Powers of Directors
5.1.1 The Directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in General Meeting, but subject, nevertheless, to:
a) all laws affecting the society;
b) these Bylaws; and
c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in General Meeting.
5.1.2 No rule made by the Society in General Meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.
5.2 There shall be no fewer than five and no more than twelve Directors.
5.3 Election of Directors
5.3.1 A Member may be nominated to stand for election as Director:
(a) by the Nominating Committee appointed by the Directors; or
(b) by a written nomination being personally delivered to the Gallery Manager, or mailed to the registered office of the Society, no fewer than fourteen days before the Annual General Meeting.
5.3.2 At each Annual General Meeting, the Members shall elect, from among the Members nominated pursuant to these Bylaws, a number of Directors:
(a) not less than five minus the number of Directors whose terms continue into the year after that Annual General Meeting (“the minimum to be elected”); and
(b) not more than twelve minus the number of Directors whose terms continue into the year after that Annual General Meeting (“the maximum to be elected”).
5.3.3 If the only nominees are those nominated by the Nominating Committee, those nominees shall be acclaimed as Directors.
5.3.4 If there are nominees other than those nominated by the Nominating Committee, then:
(a) each nominee shall individually be put to a secret ballot at the Annual General Meeting;
(b) the question shall be “Do you approve of [name of nominee] being a Director of the Lake Country Art Gallery?”;
(c) each Member present at the Annual General may mark his ballot “yes” or “no”;
(d) each nominee who receives more ballots marked “yes” than marked “no” is elected as a Director, subject to sections
5.4 The Directors may at any time and from time to time, appoint a Member as a Director to fill a vacancy in the Directors. Any such appointments will be ratified at the next General Meeting. A director so appointed holds office only until conclusion of the next following Annual General Meeting of the Association, but is eligible for re-election at the meeting.
5.5 The term of office of a Director is from the conclusion of the Annual General Meeting at which they were elected, until:
(a) for persons elected as Director for the first time, to the conclusion of the next Annual General Meeting; and
(b) for all other persons elected as Director, at the conclusion of the second Annual General Meeting after the Annual General Meeting at which they were elected.
(c) for any Director appointed pursuant to section 5.7, to the conclusion
of the next Annual General Meeting.
5.6 Ceasing to Be a Director
5.6.1 A Director ceases to be a Director:
(a) upon the conclusion of that Director’s term of office, unless that Director has been re-elected;
(b) by delivering that person’s resignation in writing to the Secretary of the society, or mailing that person’s resignation in writing to the address of the society;
(c) upon ceasing to be a Member pursuant to these Bylaws; or
(d) upon passage of a Special Resolution to remove the Director from office, passed at a general meeting of the society.
5.6.2 Upon a person ceasing to be a Director:
(a) the Directors may appoint a Member to act as Director until the conclusion of the next Annual General Meeting;
(b) if, by that person ceasing to be a Director, the number of Directors becomes fewer than 5, the Directors shall, at their next reasonable opportunity, appoint a Member to act as Director until the conclusion of the next Annual General
Meeting.
5.6.3 No act or proceeding of the Directors is invalid only by reason of the number of Directors being less than 5.
5.7 Restrictions on Directors
5.6.1 No Director shall be remunerated for being or acting as a Director or officer, but a Director or officer may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.
5.6.2 No Director shall be employed by the society in a full-time permanent capacity until he has ceased to hold office for one term.
5.8 Appointment of Directors
5.8.1 The Directors may appoint Members to act as Directors pursuant to this paragraph.
5.8.2 At no time may the number of appointed Directors exceed:
a) the number of Directors elected at the previous Annual General Meeting less one;
b) or 3 Directors; whichever is lesser.
5.8.3 The Directors shall not appoint as Director any Member who was
nominated for, but not elected as, Director at the previous Annual
General Meeting.
5.8.4 Once appointed by the Directors, an appointed Director has all the
powers and responsibilities of a Director.
Part 6: Proceedings of Directors
6.1 Director Meetings
6.1.1 The Directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
6.1.2 A quorum is three (3) Directors present.
6.1.3 The President shall be chairman of all meetings of the Directors, but if at a meeting the President is not present within thirty (30) minutes after the time appointed for holding the meeting, the Vice President shall act as chairman; but if neither is present, the Directors present may choose one of their number to be chairman at that meeting.
6.1.4 A Director may at any time, and the secretary, on the request of a Director, shall, convene a meeting of the Directors.
6.2 Committees of Directors
6.2.1 The Directors may delegate any, but not all, of their powers to committees consisting of at least one Director and other such persons as they think fit.
6.2.2 A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.
6.2.3 Subject to the directions of the Directors the committee shall determine its own procedure.
6.2.4 The members of a committee may meet and adjourn as they think proper.
6.3 A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn;
a) a notice of meeting of Directors is not required to be sent to that Director; and
b) any and all meetings of the Directors of the society, notice of which has not been given to that Director shall, if a quorum of the Directors is present, be valid and effective.
6.4 Voting Procedure
6.4.1 Questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes.
6.4.2 In case of an equality of votes the chairman does not have a second or casting vote.
6.5 No resolution proposed at a meeting of Directors or committee of Directors need to be seconded and the chairman of a meeting may move or propose a resolution.
6.6 A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
Part 7: Officers
7.1 The Directors shall, at the first meeting of the Directors after the Annual General Meeting, elect from among the Directors the following Officers:
(a) President;
(b) Vice President;
(c) Secretary;
(d) Treasurer.
7.2 No person shall fill the offices of two or more Officers, except that the Secretary and Treasurer may be the same person.
7.3 The term of office of an Officer is from the first meeting of the Directors after the Annual General Meeting, until the first meeting of the Directors after the next Annual General Meeting.
7.4 Ceasing to Be an Officer
7.4.1 An Officer ceases to become an Officer:
(a) upon the conclusion of that Officer’s term of office, unless that person has been re-elected to that office;
(b) by delivering that person’s resignation in writing to the Secretary of the society, or mailing that person’s resignation in writing to the address of the society;
(c) upon ceasing to be a Member pursuant to these Bylaws;
(d) upon ceasing to be a Director pursuant to these Bylaws; or
(e) upon the vote of the Directors to remove the Officer from office.
7.4.2 Upon a person ceasing to be President, except upon the conclusion of the President’s term of office, the First Vice President shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, then the Secretary shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, or Secretary, then the Treasurer shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, Secretary or Treasurer, then the Directors shall, at their next reasonable opportunity, appoint a Director to assume the office of President for the remainder of the President’s unexpired term.
7.4.3 Upon a person ceasing to be an Officer other than President, the Directors shall, at their next reasonable opportunity, appoint a Director to assume the position of that Officer for the remainder of the Officer’s unexpired term.
Part 8: Duties of Officers
8.1 President
8.1.1 The President shall preside at all meetings of the Society, the Directors and the Officers.
8.1.2 The President is the chief executive officer of the Society and shall supervise the other Officers in the execution of their duties.
8.2 The First Vice President shall:
(a) assist the President as the President may direct;
(b) in the temporary absence of the President, carry out the duties of
President; and
(c) Upon a person ceasing to be President, except upon the election of a new President at the first meeting of the Directors after an Annual General Meeting, assume the office of President for the remainder of the President’s unexpired term.
8.3 The Secretary shall:
(a) conduct the correspondence of the Society;
(b) issue notices of meetings of the Society and of the Directors;
(c) keep minutes of all meetings of the Society and of the Directors;
(d) have custody of all records and documents of the Society;
(e) have custody of the common seal of the Society;
(f) maintain the register of Members; and
(g) upon a person ceasing to be President, except upon the election of a new President at the first meeting of the Directors after an Annual General Meeting, when there is no First Vice President or Second Vice President, assume the office of President for the remainder of the President’s unexpired term.
8.4 The Treasurer shall:
(a) keep the financial records, including books of account, necessary to comply with the Society Act;
(b) render financial statements to the Directors, Members and others when required; and
(c) upon a person ceasing to be President, except upon the conclusion of the President’s term of office, when there is no First Vice President, Second Vice President or Secretary, assume the office of President for the remainder of the President’s unexpired term.
8.6 In the absence of the secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
Part 9: Seal
9.1 The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
9.2 The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the person prescribed in the resolution, or if no persons are prescribed, in the presence of the President and Secretary or President and Secretary Treasurer.
Part 10: Borrowing
10.1 In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by issue of debentures.
10.2 No debenture shall be issued without the sanction of a Special Resolution.
10.3 The Members may, by Special Resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next General Meeting.
Approved: July 9, 2009
Revised: April xx, 2013
1. Name
2. Name of Society
3. Purpose of the Society
4. Mission of the Lake Country Art Gallery
5. Mandate of the Lake Country Art Gallery
6. Values of the Lake Country Art Gallery
7. Dissolution of the Lake Country Art Gallery
1. Name: Lake Country Art Gallery
2. Name of Society: Lake Country Art Gallery Society
3. Purpose of the Society:
The purpose of the Lake Country Art Gallery Society is to oversee the operation and support of the Lake Country Art Gallery, a public art gallery.
4. Mission of the Lake Country Art Gallery:
The Lake Country Art Gallery informs and builds community through enriching and sometimes challenging exhibitions. It offers diverse and inclusive programming and gives space to artists in varied artistic practices. It is accessible, engages the local community and beyond, and fulfils its role with a strong, contemporary voice..
5. Mandate of the Lake Country Art Gallery
1. To exhibit local, regional, national and international art of the highest possible standards.
2. To exist as a facility for public engagement in art and ideas for the benefit of the citizens of Lake Country and beyond.
3. To provide and facilitate events, information, education and inspiration to the community.
6. Values of the Lake Country Art Gallery
The following values govern the operation of the Lake Country Art Gallery:
Community: To build and support a local art audience and encourage cultural citizenship within our community by offering interactive, educational and thought provoking exhibitions and public programming that are accessibly to all.
Collaboration: To seek out and initiate collaborations with other community groups to create new innovative and inspiring programming through the sharing of ideas, resources and human resources.
Cultural Vitality: Dedicated to the inclusion of the unique voices, artists and interests of the Lake Country community; which, without their passion for the arts, the gallery would not exist.
Inclusivity: To create a welcoming and supportive atmosphere in the gallery that encourages and fosters interaction and dialogue with the art that ultimately leads to new learning and educational experiences and opportunities.
Integrity: To operate with integrity, professionalism and transparency within the scope of the financial and human resources available.
Curatorial Mandate: To present art that demonstrates a high level of excellence, that engages, challenges and enriches our community by bringing new artists and artwork into the community from other regions, as well as by supporting and showcasing the work of artists that live and work within our community.
Public Programming: To create, facilitate and collaborate to create innovative, educational and accessible public programming in conjunction with our exhibitions, as well as stand alone events, lectures, performances, classes and workshops that inspire, engage and appeal to a broad range of interests, age groups and skill levels.
7. Dissolution of the Lake Country Art Gallery Society
In the event of the dissolution of the Lake Country Art Gallery Society, processes will be followed according to BC Societies Act. All assets of the Lake Country Art Gallery Society will be transferred to a non-profit organisation within Lake Country that has a similar mandate.
BYLAWS
Approved: July 2009
Revised: April xx, 2013
Part 1 – Interpretation
Part 2 – Membership
Part 3 – Meetings of Members
Part 4 – Proceedings at General Meetings
Part 5 – Directors and Officers
Part 6 – Proceedings of Directors
Part 7 – Officers
Part 8 – Duties of Officers
Part 9 - Seal
Part 10 - Borrowing
Part 1: Interpretation
1.1 In these bylaws, unless the context otherwise requires:
a) “Directors” means the Directors of the Board of Directors
b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
c) “Registered Address” of a member means his address as recorded in the register of members;
d) “Society” means the Lake Country Art Gallery Society.
1.2 All other terms are as they were defined in the Society Act on the day
these Bylaws became effective.
1.3 Words importing the singular include the plural and vice versa; and words
importing a male person include a female person and a corporation.
Part 2: Membership
2.1 Every Member shall uphold and comply with the Constitution and Bylaws of the Society.
2.2 The amount of the membership dues shall be as determined by the Directors.
2.3 Regular Members:
2.3.1 All persons are Regular Members who:
(a) were Members upon the adoption of these Bylaws; or
(b) become Regular Members pursuant to these Bylaws; and
(c) have not ceased to be Regular Members pursuant to these Bylaws; or
(d) are not Honourary Life Members.
2.3.2 A person becomes a Regular Member by:
(a) applying to the Society in the membership form prescribed by the Society; and
(b) paying the prescribed membership dues.
2.4 Honourary Life Members
2.4.1 A person becomes an Honourary Life Member by being so appointed by the Directors.
2.4.2 Honourary Life Members have all of the rights, privileges and obligations of a Regular Member, except the payment of membership dues.
2.5 A person ceases to become a Member:
(a) one year after becoming a Regular Member pursuant to these Bylaws, unless:
(1) that person has renewed his membership; or
(2) that person is an Honourary Life Member;
(b) by delivering that person’s resignation in writing to the Secretary of the Society, or mailing that person’s resignation in writing to the registered address of the Society;
(c) upon that person’s death or, in the case of a corporation, its dissolution; or
(d) upon being expelled from the Society pursuant to these Bylaws.
2.6 The society may expel a Member by a Special Resolution passed at a general meeting of the society, called pursuant to these Bylaws, at which meeting the member who is subject to the expulsion vote shall have a fair opportunity to address the meeting before the Special Resolution is put to a vote.
Part 3: Meetings of Members
3.1 General meetings of the society shall be held at the time and place, in accordance with the Society Act, that the Directors decide.
3.2 Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting.
3.3 The Directors may, when they think fit, convene an Extraordinary General Meeting.
3.4 Notice of Meetings
3.4.1 Notice of a General Meeting shall specify the place, day and hour of meeting, and, in case of Special Business, the general nature of that business.
3.4.2 The accidental omission to give notice of a meeting to, or the nonreceipt
of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting.
3.5 The first Annual General Meeting of the society shall be held not more than fifteen (15) months after the date of incorporation and after that an Annual General Meeting shall be held at least once every calendar year and not more than fifteen (15) months after the holding of the past preceding Annual General Meeting.
Part 4: Proceedings at General Meetings
4.1 Special Business is:
a) all business at an Extraordinary General Meeting except the adoption of rules of order; and
b) all business transacted at an Annual General Meeting except;
i) the adoption of rules of order,
ii) the consideration of the financial statements,
iii) the report of the Directors,
iv) the report of the auditor, if any,
v) the election of Directors,
vi) the appointment of the auditor, if required, and
vii) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors issues with the notice convening the meeting.
4.2 Quorum
4.2.1 No business, other than the election of a chairman and the adjournment or termination of the meeting shall be conducted at a General Meeting at a time when a quorum is not present.
4.2.2 If at any time during a General Meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
4.2.3 A quorum is five (5) Members present or a greater number that the Members may determine at a General Meeting.
4.3 If within thirty (30) minutes from the time appointed for a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present, within 30 minutes from the time appointed for the meeting, the Members present constitute a quorum.
4.4 Subject to bylaw 19, the President of the Society, the Vice President or in
the absence of both, one of the other Directors present, shall preside as
chairman of a General Meeting.
4.5 If at a General Meeting:
a) there is no President, Vice President or other Director present within 15 minutes after the time appointed for holding the meeting; or
b) the President and all the other Director present are unwilling to act as
chairman, the Members present shall choose one of their number to be chairman.
4.6 Adjourning Meetings
4.6.1 A General Meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
4.6.2 When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
4.7 Motions and Resolutions
4.7.1 Any Member desiring to place a motion before the membership of the Lake Country Art Gallery at an Annual General Meeting may do so by giving written notice of motion fourteen (14) days prior to the Annual General Meeting, signed by at least ten (10) Members of the Gallery.
4.7.2 If the motion is carried, the resolution of the meeting on the motion
will not have any force or effect or be binding on the Board but will require consideration by the Board within sixty (60) days following the meeting.
4.7.3 The Board may, in its absolute discretion, implement a Member resolution in the form in which it was passed at the Annual General Meeting, In the event the Board does not wish to implement the said Member resolution, it must send out a consensus ballot containing the resolution to the members of the Gallery within thirty (30) days of the Gallery Board’s meeting, returnable thirty (30) days therefrom, and if approved by the majority of the returned ballots, the Governing Board shall implement same.
4.8 Voting Procedure
4.8.1 No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution
4.8.2 In case of an equality of votes, the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a Member and the proposed resolution shall not pass.
4.9 Voting Procedure II
4.9.1 A Member in good standing, present at a meeting of Members, is entitled to one vote.
4.9.2 Voting is by show of hands.
4.9.3 Voting by proxy is permitted.
4.10 A corporate Member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a Member, and that representative shall be reckoned as a Member for all purposes with respect to a meeting of the Society.
Part 5: Directors
5.1 Powers of Directors
5.1.1 The Directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in General Meeting, but subject, nevertheless, to:
a) all laws affecting the society;
b) these Bylaws; and
c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in General Meeting.
5.1.2 No rule made by the Society in General Meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.
5.2 There shall be no fewer than five and no more than twelve Directors.
5.3 Election of Directors
5.3.1 A Member may be nominated to stand for election as Director:
(a) by the Nominating Committee appointed by the Directors; or
(b) by a written nomination being personally delivered to the Gallery Manager, or mailed to the registered office of the Society, no fewer than fourteen days before the Annual General Meeting.
5.3.2 At each Annual General Meeting, the Members shall elect, from among the Members nominated pursuant to these Bylaws, a number of Directors:
(a) not less than five minus the number of Directors whose terms continue into the year after that Annual General Meeting (“the minimum to be elected”); and
(b) not more than twelve minus the number of Directors whose terms continue into the year after that Annual General Meeting (“the maximum to be elected”).
5.3.3 If the only nominees are those nominated by the Nominating Committee, those nominees shall be acclaimed as Directors.
5.3.4 If there are nominees other than those nominated by the Nominating Committee, then:
(a) each nominee shall individually be put to a secret ballot at the Annual General Meeting;
(b) the question shall be “Do you approve of [name of nominee] being a Director of the Lake Country Art Gallery?”;
(c) each Member present at the Annual General may mark his ballot “yes” or “no”;
(d) each nominee who receives more ballots marked “yes” than marked “no” is elected as a Director, subject to sections
5.4 The Directors may at any time and from time to time, appoint a Member as a Director to fill a vacancy in the Directors. Any such appointments will be ratified at the next General Meeting. A director so appointed holds office only until conclusion of the next following Annual General Meeting of the Association, but is eligible for re-election at the meeting.
5.5 The term of office of a Director is from the conclusion of the Annual General Meeting at which they were elected, until:
(a) for persons elected as Director for the first time, to the conclusion of the next Annual General Meeting; and
(b) for all other persons elected as Director, at the conclusion of the second Annual General Meeting after the Annual General Meeting at which they were elected.
(c) for any Director appointed pursuant to section 5.7, to the conclusion
of the next Annual General Meeting.
5.6 Ceasing to Be a Director
5.6.1 A Director ceases to be a Director:
(a) upon the conclusion of that Director’s term of office, unless that Director has been re-elected;
(b) by delivering that person’s resignation in writing to the Secretary of the society, or mailing that person’s resignation in writing to the address of the society;
(c) upon ceasing to be a Member pursuant to these Bylaws; or
(d) upon passage of a Special Resolution to remove the Director from office, passed at a general meeting of the society.
5.6.2 Upon a person ceasing to be a Director:
(a) the Directors may appoint a Member to act as Director until the conclusion of the next Annual General Meeting;
(b) if, by that person ceasing to be a Director, the number of Directors becomes fewer than 5, the Directors shall, at their next reasonable opportunity, appoint a Member to act as Director until the conclusion of the next Annual General
Meeting.
5.6.3 No act or proceeding of the Directors is invalid only by reason of the number of Directors being less than 5.
5.7 Restrictions on Directors
5.6.1 No Director shall be remunerated for being or acting as a Director or officer, but a Director or officer may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.
5.6.2 No Director shall be employed by the society in a full-time permanent capacity until he has ceased to hold office for one term.
5.8 Appointment of Directors
5.8.1 The Directors may appoint Members to act as Directors pursuant to this paragraph.
5.8.2 At no time may the number of appointed Directors exceed:
a) the number of Directors elected at the previous Annual General Meeting less one;
b) or 3 Directors; whichever is lesser.
5.8.3 The Directors shall not appoint as Director any Member who was
nominated for, but not elected as, Director at the previous Annual
General Meeting.
5.8.4 Once appointed by the Directors, an appointed Director has all the
powers and responsibilities of a Director.
Part 6: Proceedings of Directors
6.1 Director Meetings
6.1.1 The Directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
6.1.2 A quorum is three (3) Directors present.
6.1.3 The President shall be chairman of all meetings of the Directors, but if at a meeting the President is not present within thirty (30) minutes after the time appointed for holding the meeting, the Vice President shall act as chairman; but if neither is present, the Directors present may choose one of their number to be chairman at that meeting.
6.1.4 A Director may at any time, and the secretary, on the request of a Director, shall, convene a meeting of the Directors.
6.2 Committees of Directors
6.2.1 The Directors may delegate any, but not all, of their powers to committees consisting of at least one Director and other such persons as they think fit.
6.2.2 A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.
6.2.3 Subject to the directions of the Directors the committee shall determine its own procedure.
6.2.4 The members of a committee may meet and adjourn as they think proper.
6.3 A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn;
a) a notice of meeting of Directors is not required to be sent to that Director; and
b) any and all meetings of the Directors of the society, notice of which has not been given to that Director shall, if a quorum of the Directors is present, be valid and effective.
6.4 Voting Procedure
6.4.1 Questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes.
6.4.2 In case of an equality of votes the chairman does not have a second or casting vote.
6.5 No resolution proposed at a meeting of Directors or committee of Directors need to be seconded and the chairman of a meeting may move or propose a resolution.
6.6 A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
Part 7: Officers
7.1 The Directors shall, at the first meeting of the Directors after the Annual General Meeting, elect from among the Directors the following Officers:
(a) President;
(b) Vice President;
(c) Secretary;
(d) Treasurer.
7.2 No person shall fill the offices of two or more Officers, except that the Secretary and Treasurer may be the same person.
7.3 The term of office of an Officer is from the first meeting of the Directors after the Annual General Meeting, until the first meeting of the Directors after the next Annual General Meeting.
7.4 Ceasing to Be an Officer
7.4.1 An Officer ceases to become an Officer:
(a) upon the conclusion of that Officer’s term of office, unless that person has been re-elected to that office;
(b) by delivering that person’s resignation in writing to the Secretary of the society, or mailing that person’s resignation in writing to the address of the society;
(c) upon ceasing to be a Member pursuant to these Bylaws;
(d) upon ceasing to be a Director pursuant to these Bylaws; or
(e) upon the vote of the Directors to remove the Officer from office.
7.4.2 Upon a person ceasing to be President, except upon the conclusion of the President’s term of office, the First Vice President shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, then the Secretary shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, or Secretary, then the Treasurer shall assume the office of President for the remainder of the President’s unexpired term. If there is no First Vice President, Secretary or Treasurer, then the Directors shall, at their next reasonable opportunity, appoint a Director to assume the office of President for the remainder of the President’s unexpired term.
7.4.3 Upon a person ceasing to be an Officer other than President, the Directors shall, at their next reasonable opportunity, appoint a Director to assume the position of that Officer for the remainder of the Officer’s unexpired term.
Part 8: Duties of Officers
8.1 President
8.1.1 The President shall preside at all meetings of the Society, the Directors and the Officers.
8.1.2 The President is the chief executive officer of the Society and shall supervise the other Officers in the execution of their duties.
8.2 The First Vice President shall:
(a) assist the President as the President may direct;
(b) in the temporary absence of the President, carry out the duties of
President; and
(c) Upon a person ceasing to be President, except upon the election of a new President at the first meeting of the Directors after an Annual General Meeting, assume the office of President for the remainder of the President’s unexpired term.
8.3 The Secretary shall:
(a) conduct the correspondence of the Society;
(b) issue notices of meetings of the Society and of the Directors;
(c) keep minutes of all meetings of the Society and of the Directors;
(d) have custody of all records and documents of the Society;
(e) have custody of the common seal of the Society;
(f) maintain the register of Members; and
(g) upon a person ceasing to be President, except upon the election of a new President at the first meeting of the Directors after an Annual General Meeting, when there is no First Vice President or Second Vice President, assume the office of President for the remainder of the President’s unexpired term.
8.4 The Treasurer shall:
(a) keep the financial records, including books of account, necessary to comply with the Society Act;
(b) render financial statements to the Directors, Members and others when required; and
(c) upon a person ceasing to be President, except upon the conclusion of the President’s term of office, when there is no First Vice President, Second Vice President or Secretary, assume the office of President for the remainder of the President’s unexpired term.
8.6 In the absence of the secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
Part 9: Seal
9.1 The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
9.2 The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the person prescribed in the resolution, or if no persons are prescribed, in the presence of the President and Secretary or President and Secretary Treasurer.
Part 10: Borrowing
10.1 In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by issue of debentures.
10.2 No debenture shall be issued without the sanction of a Special Resolution.
10.3 The Members may, by Special Resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next General Meeting.
