Connecting people to the arts in the Cowichan Valley,

Bylaws for the Cowichan Valley Arts Council

Cowichan Valley Arts Council

Incorporated February 2, 1971 under the Societies Act of British Columbia

June 21. 2006 Revised

BYLAWS

1. MEMBERSHIPS

1. Membership shall be open to any individual or group who support the purposes of the Society.

2. There shall be eight classes of membership:

Junior Student up to Grade 12 (1 vote per)

Individual Regular members (1 vote per)

Family Two or more members of the same family (l vote)

Group Artistic group of unrelated members (l vote)

Business Company (1 vote)

Patron Supporters of Arts (1 vote)

Benefactor Supporters of Arts (1 vote)

Friend Supporters of Arts (1 vote)

3. Membership shall be granted to any applicant who has applied for Membership, paid the membership dues and been accepted by the Board.

4. Each classification of membership is entitled to one vote. One Individual may not represent more than one vote at any General Meeting.

5. There shall be no voting by proxy.

2. FEES

1. There shall be no initiation fee.

2. Annual dues for each class of membership shall remain in force until changed by the incoming Board at the first General Meeting following their election at the Annual General Meeting and any changed annual dues shall take effect on January 1 following the Annual General Meeting.

3. Annual dues are due and payable on January 1 of each year.

4. Membership shall be deemed to have ceased if annual dues are not paid by March 1 of each year.

5. There shall be no rebate of annual dues.

3. PRIVILEGES

1. Members shall be entitled to attend all General Meetings and to one vote on all matters providing they have been members in good standing for at least 30 days prior to the meeting at which they intend to vote.

2. Members may speak to any question and are entitled to stand for office providing they have been members in good standing for at least 30 days prior to the meeting at which they wish to stand for office.

4. TERMINATION

1. A member may withdraw from membership at any time by letter.

2. The names of members who have failed to pay the annual dues in accordance with article 2.c) shall be removed from the list of members.

3. A member may be expelled for behaviour detrimental to the Society by a special resolution of the members passed at a General Meeting or an Extraordinary Meeting.

4. A notice of special resolution for expulsion shall be accompanied by a brief statement of the reasons for the proposed expulsion.

5. The person or organization who/which is the subject of the proposed expulsion shall be given an opportunity to be heard at the General Meeting before the resolution is put to a vote.

5. OFFICERS AND DIRECTORS

1. Directors, Officers and Associate Representatives must be in good standing of the Society.

2. The Board of Directors shall consist of a maximum of 15 Directors Including Executive Officers, plus 1 Associate Representative from each qualified member organization.

3. The Officers of the Society shall be the President, Vice-President, Second Vice-President, Secretary and Treasurer.

4. No Director shall be remunerated for being a Director, but a Director shall be reimbursed for all expenses necessarily and reasonably incurred by him/her while engaged in the affairs of the Society.

6. DUTIES OF OFFICERS AND DIRECTORS

1. The Executive Officers of the Society shall be elected by the membership at the Annual General Meeting.

2. The term of office for Executive Officers of the Society shall be one year.

3. The other Directors of the Society (to a maximum of 10) shall be elected by the membership at the Annual General Meeting.

4. The term of office for other Directors shall be two years.

5. To provide stability to the Society, half of the Directors shall be elected to two year terms each year.

6. The Board may appoint Directors from the membership to fill vacancies on the Board.

7. The Officers and Directors of the Society shall take office at the last order of business at the Annual General Meeting.

8. The members, by Special Resolution, may remove a Director before the expiration of his term of office and may elect a successor to complete the term of office.

i. Member organizations in good standing may make written application to appoint an Associate Representative to sit on the Board to serve for a one year term and exercise one vote at Board meetings.
1. Should Associate Representatives outnumber the Board at a Board Meeting, motion or motions may be tabled.
2. In the event of a motion vote where the collective votes of Associate Representatives are in conflict with the majority votes of the elected Board, the majority Board votes will prevail.
3. Associate Group Representatives shall communicate and report to their member organizations about the business conducted during regular Board meetings.

7. DUTIES OF OFFICERS AND DIRECTORS

1. The Board of Directors shall be responsible for formulating, evaluating and revising policies and programs of the Society.

2. The President, Vice-President, Second Vice-President, Secretary and Treasurer shall form the Executive Committee which shall be chaired by the President.

3. The standing committees of the Society (Finance, Personnel, Programs and Advocacy) shall be chaired by members of the Executive Committee or the Board of Directors.

4. The President shall preside at meetings of the Board of Directors, General Meetings and the Annual General Meeting. He/she will provide support, guidance and supervision to the Officers and Directors of the Society. He/she shall be a member ex officio of all committees. In the case of equality of votes the President does not have a casting vote; rather the motion shall be tabled and referred to the appropriate committee.

5. The Vice President shall assist the President and in the absence of the President will exercise all duties and possess all the powers of the President.

6. The Second Vice-President shall assist the Vice-President and in the prolonged absence of the Vice President will exercise all duties and possess all of the powers of the Vice President, including exercising the duties of the President should the President also be on a prolonged absence.

6. The Secretary will ensure that all books and records of the Society, past and present are kept in safe custody, that correspondence is carried out and that up-to-date records of membership, by class of membership, are kept. The Secretary shall maintain a correct record of proceedings of all meetings of the Society and its Board of Directors.

6. The Treasurer shall be responsible for the receipt and disbursement of all funds of the Society. He/she shall ensure the deposit of all funds in a chartered bank and that signing authorities are valid and up to date. He/she shall ensure that an accurate record of all receipts and disbursements is being kept. He/she will prepare the annual budget, financial statements, requests for grants and other fundraising proposals. The Treasurer shall submit a Financial Statement for the preceding Fiscal Year at each Annual General Meeting together with the Budget for the coming year.

6. Directors or Associate Representatives may be expelled from the Board of Directors by a majority vote of the Board if they miss 3 consecutive meetings without good reason or otherwise are inactive members of the Board.

6. The AGM may waive an audit or appoint a finance committee consisting of three members of the Society but must ensure an independent Review Engagement Report is undertaken for the previous Fiscal Year.

8. MEETINGS

1. The Annual General Meeting of the Society shall be held within 90 days following the Fiscal Year End.

2. The Fiscal Year End of the Society shall be March 31.

3. At least 30 days notice of the Annual General Meeting shall be published in the local newspapers, specifying the time and place of the meeting.

4. The Annual General Meeting shall be held in each calendar year.

5. Other meetings of the general membership shall be held at the discretion of the Board.

6. Meetings of the Board of Directors shall be held monthly to carry on the affairs of the Society.

7. No business shall be transacted at any meeting of the Board of Directors unless a quorum is present. A quorum shall be one third of the elected Directors.

8. Robert's Rules of Order shall be the recognized rules of parliamentary procedure for the Society's meetings.

9. REVENUES AND EXPENDITURES

1. All funds obtained by the Society with the exception of the Gaming Account shall be considered general funds of the Society and subject to the accounting procedures approved by the Board of Directors.

2. All funds expended by the Society shall be subject to the approval of the Board of Directors and to the accounting procedures approved by the Board.

3. The Executive Officers shall be the signing officers. Any two of them are required to sign cheques and other financial documents.

4. All books, accounts and records of the Society shall be open for inspection by the membership of the Society who are in good standing upon application to the Board of Directors.

5. No provision has been made for borrowing.

10. CONSTITUTION AND BYLAWS

1. On being admitted to membership, each member is entitled to and the Society shall provide to each member, at a charge of not more that one Dollar, a copy of the Constitution and Bylaws.

2. The Constitution and Bylaws of the Society shall not be altered or added to except by Special Resolution at an Annual General Meeting or a Special Meeting of the Society. A Special Resolution shall mean a resolution passed by ¾ majority of members who are entitled to vote and are either present in person at such a meeting or submit an individual, signed vote received by the Board prior to the meeting.

3. Any member in good standing wishing to request a change of the Constitution or Bylaws may do so by submitting a letter to the Secretary with a statement of suggested changes. The Board is required to call an Extraordinary Meeting and mail a copy of the Special Resolution to all members in good standing with at least 14 days notice.