Theatre NorthWest’s 2015/16 Annual General Meeting
Date: Monday December 12th, 2016
Location: TNW Lobby – #36 556 North Nechako Rd
- By Laws
- Presidents Report
- AP Report
Annual General Meeting Agenda
November 28th 2016, 7pm
TNW Lobby, #36-556 North Nechako Road
- Adoption of the Agenda
- Adoption of the Minutes
- Presidents Report
- Artistic Producers Report
- Financial Report
- Presented by Corey Naphtali
- Election of Board Members
- Brent Bursey
- Andrea Norlund
- Beverley Isaac
- Michel Trudel
- Lorelei Hilton
- Adoption of new by laws
Bi Laws will be voted on to amend them to bring us in line with the new Societies act.
Bylaws of the TNW THEATRE NORTHWEST SOCIETY (the “Society”)
Part 1 – Interpretation
1. (1) In these bylaws, unless the context otherwise requires,
• “Directors” means the directors of the Society for the time being.
• “Act” means the Societies Act of the Province of British Columbia as amended from time
• “Registered address OF A MEMBER OF MEANS THEIR ADDRESS AS RECORDED
IN THE REGISTER OF MEMBERS.
(2) Definitions in the Act apply to these bylaws.
If there is a conflict between these Bylaws and the Act or the regulations under the Act,
the Act or the regulations, as the case may be, prevail.
2. Words importing the singular include the plural and vice versa; and words importing a
male person include a female person and a corporation.
MEMBERS: pay dues annually, and are provided with voting privileges at the Annual General
Meeting. A tax receipt is not issued for this.
Part 2 – Membership
3. A person presently designated as a director is deemed to be a member of the society until
the annual general meeting. Directors are expected to pay annual membership dues.
1. The members of the Society are those persons who were members at the time
these Bylaws become effective, and those persons who subsequently have
become members in accordance with these Bylaws and, in either case, have not
ceased to be members.
2. A person may apply to the Board for membership in the Society, and the person
becomes a member on the Board’s acceptance of the application.
3. Every member shall uphold the constitution and comply with these Bylaws.
4. The amount of the annual membership dues, if any, must be determined by the
5. Every member, except a member not in good standing, is a voting member.
6. A member is not in good standing if the member fails to pay the member’s
annual membership dues, if any, or any other subscription or debt due and
owing by them to the Society, and the member is not in good standing for so
long as those dues remain unpaid.
7. A voting member who is not in good standing:
(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of
consenting to a resolution of the voting members.
8. A person shall cease to be a member of the Society:
(a) when they delivers their resignation in writing to the Secretary of the Society;
(b) on their death or in the case of a corporation or partnership on dissolution;
(c) on being expelled, or
(d) on having been a member not in good standing for 6 consecutive months.
4. (1) A member may be expelled by a special resolutions of the members passed at a
(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.
Part 3 – Meetings of Members
5. General meetings of the society shall be held at such time and place, in accordance with
the Act as the directors decide, and shall be held as often as the business of the society
6. (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.
Part 4 – Proceedings- at General Meetings
1. At a general meeting, the following business is ordinary business:
(a) adoption of rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) business arising out of a report of the directors not requiring the passing of a special
2. A notice of a general meeting must state the nature of any business, other than ordinary
business, to be transacted at the meeting in sufficient detail to permit a member receiving the
notice to form a reasoned judgment concerning that business.
7. (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
(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
(3) The quorum for the transaction of business at a general meeting is 5 voting members.
8. 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
9. 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.
10. 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.
11. (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. The order of business at a general meeting is as follows:
(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting:
(i) receive the directors’ report on the financial statements of the Society for the
previous financial year, and the auditor’s report, if any, on those statements;
(ii) receive any other reports of directors’ activities and decisions since the previous
annual general meeting;
(iii) elect or appoint directors; and
(iv) appoint an auditor, if any;
(v) deal with new business, including any matters about which notice has been
given to the members in the notice of meeting;
(vi) terminate the meeting.
12. (1) A member in good standing present at a meeting of members is entitled to one vote.
13. (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 chairperson shall not have a casting or second vote in
addition to the vote to which they may be entitled as a member and the proposed resolution shall
(2) Voting is by show of hands
(3) Voting by proxy is not permitted.
1. 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 and officers
14. (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;
(3) The Board of Directors shall meet as soon as practicable after each annual general meeting to
elect, from among themselves, the president, vice president, secretary and treasurer of the
society. A director may hold more than one position. Officers will hold office until the first
meeting of the directors held after the next following annual general meeting. A person may be
removed as an officer by resolution of the directors.
15. (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
1. A person is not qualified to be a director of the Society if they are:
(a) not at least 18 years of age;
(b) If they are not a member of the Society;
(c) found by any court, in Canada or elsewhere, to be incapable of managing the
individual’s own affairs;
(d) an undischarged bankrupt; or
(e) convicted in or out of British Columbia of an offence in connection with the promotion,
formation or management of a corporation or unincorporated entity, or of an offence
involving fraud, unless:
(i) the court orders otherwise;
(ii) 5 years have elapsed since the last to occur of:
(A) the expiration of the period set for suspension of the passing of
sentence without a sentence having been passed;
(B) the imposition of a fine;
(C) the conclusion of the term of any imprisonment; and
(D) the conclusion of the term of any probation imposed; or
(iii) a pardon was granted or issued, or a record suspension was ordered, under the
Criminal Records Act (Canada) and the pardon or record suspension, as the case
may be, has not been revoked or ceased to have effect.
16. (1) Vacancies on the Board of Directors will be filled by election at the annual general
(2) An election may be by acclamation; otherwise it shall be by ballot.
(3) Each voting member present at the election shall have one vote for each board position that is
17. (1) The Board may, at any time, appoint a member as a director to fill a vacancy that
arises on the Board as a result of the resignation, death or incapacity of a director during
the director’s term of office.
(2) A director so appointed holds office only until the conclusion of the next following annual
general meeting of the society.
(3) Directors may be re-elected for 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 their written consent to let their name stand had first been
presented to the secretary at least seven clear days prior to the annual general meeting.
(6) A director shall hold office for the term stated in paragraph 24 (4) unless: they ceases to be a
member of the society.
(7) Any director or officer may be removed from office prior to the expiration of their term by
18. (1) If the president, vice president, treasurer or secretary resigns their office or otherwise
ceases to hold office the directors shall appoint an individual to take the place of the
(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
Part 6 – Proceedings of Directors
19. (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) A director may at any time, and the secretary, upon the request of the director, convene a
meeting of the directors
20. (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.
21. Subject to directions of the directors, the committee shall determine its own procedure.
22. The members of a committee may meet and adjourn as they think proper.
23. 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.
(2) In case of an equality of votes the chairman does not have a second or casting vote.
24. (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.
25. 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.
26. A resolution in writing, signed by a simple majority of directors and placed with the
minutes of the directors is valid and effective as if regularly passed at a meeting of
(3) Each member of the Board of Directors shall have the right to attend any committee meeting
Part 7 – Duties of Officers
27. (1) The society shall have the following officers, President, Vice-President, Secretary and
(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 they are 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.
28. The vice-president shall carry out the duties of the president during their absence.
29. (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.
30. 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.
31. (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. The Society shall, to the full extent permitted by the Act, indemnify and hold harmless, every
person now or hereafter serving as a director or senior manager of the Society and their heirs
and legal representatives. Subject to the provisions of the Act, each director or senior manager
of the Society shall be indemnified by the Society against expenses reasonably incurred by them
in connection with any action, suit or proceeding to which they may be made a party by reason
of their being or having been a director or senior manager of the Society, except in relation to
matters as to which such reimbursement is prohibited by the Act.
Part 8 – Seal
32. The directors may provide a common seal for the society and may destroy a seal and
substitute a new seal in its place
33. 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
Part 9 – Borrowing
34. 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
35. No debenture shall be issued without the sanction of a special resolution.
36. 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
37. This part applies only where the society is required or has resolved to have an auditor.
38. The first auditor shall be appointed by the directors who shall also fill all vacancies
occurring in the office of auditor.
39. At each annual general meeting the society shall appoint an auditor to hold office until
they are re-elected or their successor is elected at the next annual general meeting.
40. Auditor may be removed by ordinary resolution.
41. An auditor shall be promptly informed in writing of appointment or removal.
42. No director and no employee of the society shall be auditor
43. The auditor may attend general meetings
Part 11 – Notice to Members
44. A notice may be given to a member, either personally or by mail to them at their
45. 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
46. (1) 14 days’ 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 them,
without charge, a copy of the Constitution and Bylaws of the Society.
2. A member may, on reasonable notice, inspect a record the Society is required to keep under
section 20(1) of the Act. A member may also, on reasonable notice and in accordance with
section 24(2)(a) of the Act, inspect a portion of a record specified in such section. A member
may not inspect any other documents or records of the Society unless:
(a) A court orders otherwise; or
(b) The directors permit it by resolution.
3. Subject to section 28 of the Act, a person who is not a member or director of the Society may
not inspect any documents or records of the Society unless:
(a) A court orders otherwise; or
(b) The directors permit it by resolution.
47. These bylaws shall not be altered or added to except by special resolution.
Part 13 – Miscellaneous
1. The directors may appoint an executive director of the Society who shall not be a director, and
the directors may fix the salary, benefits or remuneration and other terms of employment of the
executive director and define their duties and tenure of office or employment which, unless
otherwise provided, shall be at the pleasure of the directors. The executive director, if any, shall
report to the directors and/or the President of the Society.
2. From time to time, the directors may employ, or may delegate to the executive director, if any,
the power to employ other employees of the Society, as they see fit.
48. (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.
• Ex officio 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.
This report was co-written by Hans Suhr ( past president) and myself , Betty Bekkering( current Acting President)
The start of the year was very busy with all the committees moving ahead.
The Policy and Bylaws committee created some much needed policies on Harrassment, and a New Box Office policy which were approved by the Board. We had 2 more underway, but were not completed. We also endorsed a Health and welfare plan for the permanent , fulltime staff which we consider a significant accomplishment as it provides a much needed source of stability and is an attractive recruiting tool.
We were also able to purchase a van, after our old van’s demise. The new one is large enough to transport props and artists around. You may have seen it around town. It’s a great mobile billboard!
We hired a General Manager, Marnie Hamagami, which has allowed our Artistic Producer, Jack Grinhaus the time and energy to focus his considerable talent to the artistic side of the theatre.
The staff has done a wonderful job over the past year and the addition of a new front of house manager , Amber Alexander, has brought good growth in that area of operations. Our computerized reservation system is working well and as well, we are able to contract out some of our services to other community organizations.
We were finally able to get some relief from some legal issues so our full attention could be directed towards the theatre’s activities.
The Board was able to spend some time evaluating our physical space requirements for both the near and long term. We had discussions with the city regarding their participation in any future plans for our expansion, relocation or be part of a Performing Arts Centre. It became obvious that th city was only interested in limited participation on their terms, which then required us to notify them in writing of our support of the concept of PAC. I’m sure you remember the media coverage of this issue and it was noteworthy that the City Budget passed , contained no budget line for the PAC.
We have had a number of resignations from our Board due to those Director’s personal reasons and are looking forward to the slate we have prepared and other new nominations . The candidates who have been interviewed and vetted have expressed their willingness to serve on the Board and a desire to fill the much deleted committee slots.
We have just completed the 21st TNW Wine Festival. Perhaps some of you attended. There was great attendance and feedback from participants is that a good time was had by all.
The demands on our Board have been varied but the Directors have taken their leadership role very seriously through participation in the various fundraisers and the many meetings required to ensure success. Respectfully submitted, Hans Suhr and Betty Bekkering
Artistic Director (Formerly Artistic Producer) Report 2016 AGM December 12th 2016
- 2015/16 was an incredible year that posed new challenges to the theatre as well as provided tremendous successes.
- This past season the theatre saw a change in audience demographics as a newer and younger audience base began to form, as well as major relationships with the University and various diverse communities built.
- The theatre dug deep into community engagement and created a solid partnership with the UNBC First Nations Studies program as well as with numerous visual artists in the city who adorned the TNW Lobby with many artworks.
- A major turning point was the addition of a new General Manager that provided the opportunity for more specific focus in the areas of art, finance, and administration.
- Last season’s programming also began to move ahead with important plays like Dreary and Izzy and Girl in the Goldfish Bowl. Dreary and Izzy was a particular success for us as it allowed us to further engage our First Nations community, who came out the theatre in large groups, as well as many. We also had the third highest selling show in the theatre’s history with our premiere of a newly commissioned Canadian adaptation of A Christmas Carol as well as a live staged reading of a local play as a curtain warmer with the winner of our True North New Works, The Highway of Fears.
- Programming: As a large number of the theatre audiences have been aging out and snow birding, subscriptions have suffered over the last six seasons. But this was seen as an opportunity to reflect on the work that was being done. It also made room for many first time visitors to the theatre, whose single tickets outweighed the subscriptions and provided a strong financial return.
- However, these patrons have different purchasing habits and so the Flex Pass was developed last season to help this newer audience feel they can both commit to the theatre in long term without feeling locked into a singular format. We believe that these Flex Passes will soon overtake the traditional ones as they have in many theatres globally.
- Under the new AD each season at the theatre has a particular themed arc to it.
This way we are able to broaden the programming while at the same time provide an entire season experience for subscribers who would like to see the work connected as a whole. The structure of the arc: The first play of each season is geared towards grabbing the attention of the audiences with exciting plays that are modern, fast paced, performance driven, and lots of fun, leaving them wanting more. Next would be an enchanting holiday play that brings in audiences of various ages and backgrounds as well as providing a strong financial return. Highly visual with glorious, rich designs and good-sized casts, these plays would be geared for the family experience. The third play of each season opens up the door to newness; familiar themes and stories presented in unfamiliar ways, yet always relatable and deeply engaging. The last play is one that audiences can enjoy through thoughtful and relatable stories; leaving them enthusiastic for the next season and evoking a sense of newness as spring flows into summer.
- This was also the reason that the Presentation Series was developed. Our Innovation piece allows us to tackle important relevant issues through innovative means without disrupting our mainstage programming. We also believe that young people deserve a quality arts experience and so the TYA element is a key to delivering another missing element in the city. In both cases this series will be crucial to not only expanding our audience base but also provides the community with areas of performing arts that would otherwise be inaccessible to them. Our inaugural Innovation Piece to be The Tale of a Town, which aimed at civic price and self-reflection, sold out its entire run. The TYA sold out as well with a toured production of Where the Wild Things Are from Vancouver’s Presentation House; clearly indicating the voracious appetite for productions of this nature.
- Board: The changing of the Board was a big moment for this theatre as it loosened previous restraints and provided the AP with the freedom to dig deeper into the mandate of the theatre and expand its branding as well as artistic reach in programming, audience development, and infrastructural growth that will now prepare it for the future in a way that would have otherwise left it archaic and vulnerable.
- The Fort St. James initiative: Last summer, while travelling around our region we conversed with students and teachers from a Fort St. James high school; mainly servicing the surrounding Reserves. In that discussion we learned that the school had no finances for a performing arts program. We partnered with them to develop a drama program, providing access to the theatre for our shows as well as for a final performance or presentation of the program. We also sent a professional artist to teach three separate classes over a two-day period, monthly, for this entire season, as well as provided several guest artists. The students learn performance basics and devised theatre.
- Local Artists Promotion: During our production of ART, in keeping with the theme of the play, we adorned the lobby in local artworks to get the audiences engaging in the conversations in the play. This successful venture excited us and we decided to provide this initiative for all of our shows. We now have one wall as a dedicated satellite gallery for the local Art Gallery the Two Rivers, one wall dedicated to the Groop Gallery, one to Haida Artist Keith Kerrigan, and four easels available for other local artists. We have also been offering honorariums to local music groups to perform on our opening nights as a way to promote their work to our constituency.
- Clearing the air: In terms of our minor deficit this past season there are notable reasons for these. Key infrastructural upgrading expenditures including the purchase of the theatre truck to replace the theatre car that died were required. With the addition of a General Manger and also in attempting to keep up with standard of living we also needed to exceed spending in that area, which now includes a comprehensive health and dental benefits package for our staff. We also had issues during our Christmas Carol production that ended up costing us. To prevent these issues from occurring again we have instituted an averaging agreements with Stage Managers so as to make certain in advance that we are not caught in a confused scenario. We also had the AD direct the larger show of this season to be able to help mitigate any other confusions that put that show behind.
- There was also a reality that the theatre has been forced to mend relationships caught up in the previous years’ issues raised between past board members, staff, and previous administration. This was represented with a loss of donations that also lowered our revenue for the season. The Theatre has finally cleared all its litigious natures and is moving forward with transparency and integrity. But rebuilding trust takes time and it is said that it takes twice as long to regain trust as it is to lose it. And so the theatre is focused on regaining that trust by forging ahead and continuing to do the important work we do here while leaving the past in the past. In the absence of these issues our season would have balanced accordingly and shows a strong financial future ahead to match its current strong administrative, artistic, and infrastructural growth.