AGM and By Law Amendments

The Theatre North West Annual General Meeting will be held on SUNDAY OCTOBER 18TH AT 7:00 PM in the Theatre NorthWest Lobby Lounge.

The Agenda will include some proposed ByLaw changes:

ALL PROPOSED AMENDMENTS ARE BOLDED, ITALICIZED AND UNDERLINED within the ByLaws here below:

                   THEATRE NORTHWEST SOCIETY BYLAWS

Part 1 – Interpretation

  1. (1) In these bylaws, unless the context otherwise requires,
  • “Directors” means the directors of the society for the time being.
  • “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it.
  • “Registered address OF A MEMBER OF THEATRE NORTHWEST SOCIETY MEANS HIS ADDRESS AS RECORDED IN THE REGISTER OF MEMBERS.

(2) Definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

  1. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

Definitions

MEMBERS: pay dues annually, and is provided with voting privileges at the  Annual General Meeting. A tax receipt if not issued for this.

SUBSCRIBER: A pass holder with advanced purchase of a subscription to two or more shows for the season along with the incentive offered within the package. No tax receipt is issued for this.

DONOR: A contributor of minimum $25.00 donation to the theatre and receives a tax receipt.

PATRON: A single ticket, voucher, or subscriber theatre attendee.

SPONSOR: A person or organization that contributes either financial or in kind funds to the theatre or its functions in return for advertising privileges of various kinds, as determined through the sponsoring contracts, for either the season, individual productions, or other events held by the Theatre.

Part 2 – Membership

  1. The members of the society are any person at least eighteen years of age who subscribe to the Constitution and Bylaws of the society, and who has paid a minimum due of TEN DOLLARS. Membership is valid for one year. JUNE 1 TO MAY 31.
  1. A person presently designated as a director is deemed to be a member of the society until the annual general meeting.
  1. Deleted
  1. Deleted
  1. A person shall cease to be a member of the society
  • By delivering his resignation in writing to resignation of the society or by mailing or delivering it to the address of the society
  • On being expelled; or
  • Upon ceasing to be a member in good standing.
  1. (1) A member may be expelled by a special resolutions of the members passed at a general meeting.

(2) The notice of a special resolution of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

  1. All members are in good standing unless they have failed to pay the current annual membership fee or outstanding balance to the theatre.

Part 3 – Meetings of Members

  1. General meetings of the society shall be held at such time and place, in accordance with the Society Act as the directors decide, and shall be held as often as the business of the society requires.
  1. Every general meeting, other than an annual general meeting is an extraordinary general meeting.
  1. The directors may, when deemed necessary, convene an extraordinary general meeting.
  1. (1) Notice of a general meeting shall specify the place, day and hour of the meeting and, in case of special business, the general nature of that business.

(2) The accidental omission to give notice of meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

  1. The first annual general meeting of the society shall be held no more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the previous one. THE BOARD OF DIRECTORS WILL DETERMINE THE DATE OF THE AGM. ALL MEMBERS IN GOOD STANDING ARE ELIGIBLE TO ATTEND.

Part 4 – Proceedings- at General meetings

  1.  Special business is:

(a) All business at an extraordinary general meeting except the adoption of rules and order; and

(b) All business transacted at an annual general meeting except,

(i)   The adoption of rules and order

(ii) The consideration of the financial statements

(iii) The report of the directors

(iv) The report of the auditor, if any

(v) The elections of directors, if required

(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 issued with the notice convening the meeting.

  1. (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.

(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

(3) A quorum is 5 members present or a greater number that the members may determine at a general meeting.

  1. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of member, 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.
  1. 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.
  1. If at a general meeting
  • there is no president the vice president, or other director present within 15 minutes after the time appointed for holding the meeting; or
  • The president and all the other directors present are unwilling to act as chairman the members present shall choose one of their number to be chairman.
  1. (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

(3)Except to provide in the bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at the adjourned general meeting.

  1. (1) No resolution proposed at a meeting need to be seconded and the chairman of the meeting may move or propose a resolution.

(2) In case of an equality of voted 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.

  1. (1) A member is good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands

(3) Voting by proxy is not permitted.

  1. Deleted

Part 5 – Directors and officers

  1. (1) The Board of 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 a general meeting.

(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.

(3)The Board of Directors shall meet as soon as practicable after the annual general meeting to elect the president, vice president, secretary and treasurer of the society.

  1. (1) The affairs of the society shall be managed by a Board of Directors consisting of not less than 5 and not more than 11

            (2) Deleted

(3) Deleted

  1. (1) Vacancies on the Board of Directors will be filled by election at the annual general meeting.

(2) An election may be by acclamation; otherwise it shall be by ballot.

(3) Each member present at the election shall have one vote for each director’s position that is vacant.

(4) If no successor is elected the person previously elected or appointed continues to hold office provided they are willing to do so.

  1. (1) In the event of a vacancy on the Board of Director during their term of office, the directors shall appoint a member of the society to fill the vacancy at the earliest opportunity.

(2) A director so appointed holds office only until the conclusion of the next following annual general meeting of the society

(3) Directors may serve 2 complete consecutive terms.

(4) A director’s term of office shall be 3 years

(5) The nominating committee may present a slate for the Board of Directors to the secretary at least six clear days prior to the annual general meeting.   Any member of the Society shall be at liberty to nominate any other member to serve as a director provided that the name of each member so nominated together with his written consent to let his name stand had first been presented to the secretary at least seven clear days prior to the annual general meeting. No person shall be qualified for an election as a director unless he is a member of the society.

(6) A director shall hold office for the term stated in paragraph 24 (4) unless: He ceases to be a member of the society.

(7) Any director or officer may be removed from office prior to the expiration of his term by special resolution.

  1. (1) If the president, vice president, treasurer or secretary resigns his office or otherwise ceases to hold office the directors shall appoint an individual to take the place of the former office.

(2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office

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  1. No director shall be remunerated for being or acting as a director but a director may be reimbursed for all expense necessarily and reasonable incurred by him while engaged in the affairs of the society, in accordance with article 5 of the constitution.        

Part 6 – Proceedings of Directors

  1. (1) The directors may meet together at the place they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(2) The quorum necessary to transact business at a Board meeting shall be a majority of the directors in office at the time of the meeting.    

(3)The president shall be chairman of all meetings of the directors, unless the directors otherwise decide.

(4) A director may at any time, and the secretary, upon the request of the director , convene a meeting of the directors

  1. (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit, or may delegate to committees consisting of other persons as they see fit .

(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.    

  1. Subject to directions of the directors, the committee shall determine its own procedure.
  1. The members of a committee may meet and adjourn as they think proper.
  1. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a directors is appointed to fill a vacancy in the directors it is not necessary to give notice of the meeting to the newly appointed director of directors for the meeting to be constituted, if a quorum of the directors is present.
  1. 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, email, text, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
  • any a) No notice of 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
  • b) No notice of meeting of directors shall be sent to that director; and

(2) In case of an equality of votes the chairman does not have a second or casting vote.

37 (1) Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.

(2) In case of an equality of votes the chairman does not have a second or casting vote.

  1. No resolution proposed at a meeting of directors of committee of directors need to be seconded and the chairman of meeting may move or propose a resolution.
  1. A resolution in writing, signed by all the directors and placed with the minutes of the directors is valid and effective as if regularly passed at a meeting of directors

Part 7 – Duties of Officers

  1. (1) The society shall have the following officers, President, Vice-President, Secretary and Treasurer.

(2) These officers shall be elected annually from and by the Board.

(3) In case any vacancy occurs among the officers, an election shall be held at the next Board meeting and the member elected at that time shall hold office for the unexpired portion of the term of the officer he is replacing.  

(4)The president shall preside at all meetings of the society and of the directors.

(5) The president is the chief executive officer of the society and shall supervise the other officers in the execution of their duties.

  1. The vice-president shall carry out the duties of the president during his absence.
  1. (1) The secretary shall
  • Conduct the correspondence of the society
  • Issue notices of meetings of the society and directors
  • Keep minutes of all meetings of the society and directors
  • Have custody of all records and documents of the society except those required to be kept by the treasurer
  • Have custody of the common seal of the society
  • Maintain the register of members

(2) In the absence of the secretary from a meeting, the directors shall              appoint another person to act as secretary at the meeting.

  1. The treasurer shall
  • Keep the financial records, including book of account, necessary to comply with the Society Act; and
  • Render financial statements to the directors, members and others when required.
  1. (1)The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.

(2) When a secretary treasurer holds office the total number of directors shall not be less than 5 or the greater that may have determined pursuant to bylaw 25 (2).

  1. Officers shall perform such duties as the members decide.

Part 8 – Seal

  1. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place
  1. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary treasurer.

Part 9 – Borrowing

  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 the issue of debentures.
  1. No debenture shall be issued without the sanction of a special resolution.
  1. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expired at the next general meeting.

Part 10 – Auditor

  1. This part applies only where the society is required or has resolved to have an auditor.

 

  1. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
  1. At each annual general meeting the society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
  1. Auditor may be removed by ordinary resolution.
  1. An auditor shall be promptly informed in writing of appointment or removal.
  1. No director and no employee of the society shall be auditor
  1. The auditor may attend general meetings

Part 11 – Notice to Members

  1. A notice may be given to a member, either personally or by mail to him at his registered address.
  1. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove notice was properly addressed and put in a Canadian post office receptacle.
  1. (1) Notice of a general meeting shall be given to
  • Every member shown on the register of members on the day notice is given , and
  • The auditor, if Part 10 applies

(2) No other person is entitled to receive a notice of general meeting.

Part 12 – Bylaws

  1. On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.
  1. These bylaws shall not be altered or added to except by special resolution.

Part 13 – Miscellaneous

  1. (1) The Board of Directors shall employ an Artistic Director, General Manager and/or an Artist Producer.

(2) Those individuals holding the position of Artistic Director, General Manager or Artistic Producer shall be:

  • Directly responsible and accountable to the Board of Directors.
  • Non-voting members of the Board of Directors.
  • Notified by the Boards of Directors of the dates and times of all meetings of the Boards of Directors and shall have the right to attend such meetings.

(3) Each member of the Board of Directors shall have the right to attend any committee meeting.