A by-law relating generally to the affairs of THE ETOBICOKE ART GROUP.
BE IT ENACTED as a By-law of THE ETOBICOKE ART GROUP, revised June, 1986 as follows:
NAME
1. The name of the organization shall be The Etobicoke Art Group.
HEAD OFFICE
2. The head office of the Corporation shall be in the City of Etobicoke, in the Province of Ontario, and at such place therein as the Directors may from time to time determine.
SEAL
3 The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
OBJECTIVES
4. The objectives of The Etobicoke Art Group (hereinafter called the Group) shall be to further the best interests of art, particularly in the City of Etobicoke, by the mutual and co-operative efforts of its members. To achieve these objectives the Group shall strive:
a) To further and encourage the advancement, appreciation and study of fine art in the City of Etobicoke, employing such means as the Group may from time to time decide to adopt.
b) To sponsor, as conditions warrant them, adult painting classes of a high calibre.
c) To sponsor, as conditions warrant them, children's art classes of a high calibre.
d) To sponsor a series of lectures each year, as conditions warrant them, for the benefit of the general public
e) To establish, raise, undertake, manage and administer scholarships, awards or bursaries for outstanding art students
f) To sponsor and support art exhibitions at the discretion of the Board of Directors
g) To co-operate with other societies which are interested in the arts at the discretion of the Board of Directors.
GOVERNMENT
5. The Etobicoke Art Group, its members and officers, shall be governed by the By-laws of the Group.
BOARD OF DIRECTORS
6. The affairs of the Corporation shall be managed by the Board of Directors which shall consist of all of the Officers of the Group, the immediate Past President, the Chairmen of all standing committees and the representative(s) to the Neilson Park Creative Centre Board of Directors. (amended June 1999, November 2003)
The Officers and Committee Chairmen of the Group and the representative(s) to the Neilson Park Creative Centre Board of Directors shall be elected from and by the active members and should have a record of at least one year's good standing in the Group. The term of each officer and chairman shall be two years and until their successors have been elected and appointed. The term of the representative(s) to the Neilson Park Creative Centre Board of Directors shall be three years. (amended June 1999)
The Board of Directors shall meet in June prior to the start of the year's activities and at such other times throughout the year as may appear necessary to the Officers or the Committee Chairmen of the Group.
At any meeting of the Board of Directors one-half of the voting members of the Board of Directors shall constitute a quorum.
VACANCIES, BOARD OF DIRECTORS
7. Vacancies on the Board of Directors, however caused, may, so long as a quorum of Directors remain in office, be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so; otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
VOTING, BOARD OF DIRECTORS
8. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes, save as herein specifically provided. In case of any equality of votes, the Chairman shall have a casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties shall be performed by the Vice-President or such other Director as the Board of Directors may from time to time appoint for the purpose.
POWERS
9. The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings, and other property, moveable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
10. The Directors shall receive no remuneration for acting as such.
OFFICERS OF THE CORPORATION
11. i) Officers The officers of the Group shall be President, two Vice-Presidents, Secretary (or Secretaries) and Treasurer.
ii) The duties of the officers shall be:
President: Shall be generally responsible for the supervision of the Group, shall preside at all meetings of the corporation and its Board of Directors, and shall be ex-officio a member of all committees.
Vice-Presidents: Shall assist the President, and in the President's absence, assume the President's duties, shall assist to ensure the widest distribution possible of work and responsibility among the active members.
Secretary (or Secretaries): Shall keep an accurate record of the proceedings of meetings; shall keep an accurate record of the By-laws and amendments thereof; and shall conduct the correspondence of the Group.
Treasurer: shall handle all monies due the Group through a chartered bank or trust company; manage all investments of the Group, subject to approval of the Board of Directors; issue receipts; keep accurate accounts; pay instructors' fees; report at each Board of Directors meeting; prepare financial data for any grant applications; prepare the annual budget for approval of the Board of Directors; and prepare an unaudited financial report for the Annual Meeting.
EXECUTION OF DOCUMENTS
12. Deeds, transfers, licenses, contracts and engagements on behalf of the corporation shall be signed by either the President or First Vice-President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or any person authorized by the Board of Directors.
The President, Vice-President, the Directors, Secretary or Treasurer or any one of them, may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the Corporate seal to any such transfers of acceptances of transfers, and may make, execute and deliver under the Corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provision to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or person by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
13. The Directors shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
MEMBERSHIP
14. Membership in the Corporation shall be attained in accordance with the provisions in the By-laws.
a) Classes of membership
There shall be three classes of membership: Charter, Life and Active.
i) Charter Members. All members who joined the Group at its inception on November 21, 1951 shall be known as Charter Members.
ii) Life Members. A member may be honoured for exceptional service to the Group by being elected to a life membership in the Group by a two-thirds majority vote of the Board of Directors, provided that the Board of Directors members have been duly notified at least seven days prior to the date on which the vote is taken. Life members shall have all the rights and privileges of an active member, including holding office and full voting privileges. They shall not be required to pay membership fees.
iii) Active Members. Active Membership in The Etobicoke Art Group may be granted to persons who are sufficiently interested in the Arts to devote some time and effort to the work of the Corporation.
b) Suspension
Any active member may be suspended, asked to resign or barred from attendance at all meetings for activities inimical to the Group.
Suspensions and requests for resignation shall be determined by a two-thirds majority vote of the Board of Directors.
c) Reinstatement of membership
Any person suspended for activities inimical to the Group may be re-instated by a two-thirds majority vote of the Board of Directors.
FEES
15. All fees, including membership, juried show, adult classes, as may be prescribed from time to time by the Board of Directors, shall be reviewed from time to time and may be changed, if such is found to be necessary, by a two-thirds vote of the Board of Directors without previous notice of intention. (amended June 17, 1998)
a) Adult Classes. Fees for adult classes shall be as prescribed from time to time as stated above and must be paid upon registration for current term.
Adult classes are open only to members in good standing.
STANDING AND SPECIAL COMMITTEES AND REPRESENTATIVES TO THE NEILSON PARK CREATIVE CENTRE BOARD OF DIRECTORS
(amended June 1999)
16. STANDING COMMITTEES. There shall be the following Standing Committees: Adult Classes, Exhibitions, Membership, Publicity, Lecture, Newsletter, Social,
Awards. The Board of Directors may, at its discretion, appoint the members of any or all of these Committees, or leave their selection to the Committee Chairman concerned and the Vice-Presidents. (amended June 17, 1998)
SPECIAL COMMITTEES. The Board of Directors may, at its discretion, appoint the members of Special Committees or appoint the Chairmen of such Committees and leave their selection to the Committee Chairman concerned and the Vice-Presidents.
REPRESENTATIVES TO THE NEILSON PARK CREATIVE CENTRE BOARD OF DIRECTORS One or more representatives shall be appointed to the Neilson Park Creative Centre Board of Directors for a three year term. The number of representatives to be appointed will be based on the annual membership as per the Resident Group Agreement with Neilson Park Creative Centre. Representatives will be chosen for their knowledge and experience and their ability to represent the interests of The Etobicoke Art Group. (amended June 1999)
DESIGNATE FOR THE CHAIRMAN OF A STANDING COMMITTEE AT BOARD OF DIRECTORS MEETINGS. The Chairman of a Standing Committee of two or more members, who for any reason is unable to attend an Board of Directors meeting shall designate a Committee member to assume all privileges and responsibilities of the Committee Chairman for that meeting. The Chairman shall notify the President or Secretary of the name of the designate. (amended June 6, 1990)
BUDGETS. The Chairmen of each Standing Committee shall be responsible for preparing budget estimates for their Committee as required by the Treasurer.
17. POWERS AND DUTIES OF STANDING COMMITTEES
(amended and re-numbered June 17, 1998)
The Committees shall have the following powers and duties:
a) Adult Classes
i) The Committee shall be responsible, upon approval of the Board of Directors for the yearly schedule of classes and related activities and for acquiring the services of highly qualified instructor's under the Group's contract. Copies of the instructors' contracts shall be delivered to the Treasurer
ii) The Committee shall be responsible for the preparation and the printing of the Annual Calendar of the Group's Activities.
iii) The Committee shall ensure that a high standard of creative and effective instruction is maintained
iv) The Committee shall register class members, check their Group membership, collect fees and keep an accurate record of them.
v) The Committee shall deliver promptly all monies collected along with an accurate accounting of them to the Treasurer.
vi) The Committee shall select and appoint from class members the convenors for adult classes, one from each class.
vii) Class Convenors shall be responsible for recording attendance at the classes, for communicating to and gathering information from class members for the Committee, for informing the Committee of any problems regarding the classes.
viii) Class Convenors shall be responsible for the application of rules regarding the safety and security of the Studio. (amended June 17, 1998)
b) Exhibitions
i) For the Annual Juried Show and Sale:
a) To appoint an outside juror or jurors upon approval of the Board of Directors
b) To organize the submission of paintings and other works of art from members in good standing
c) To collect of exhibition fees, keep an accurate record of them and the fees and record to the Treasurer.
d) To arrange the display of the selected works.
e) To prepare the catalogue of the show.
f) To maintain a collection of the catalogues of the Annual Juried Shows and Sales.
ii) To manage all other exhibitions conducted by the Group.
iii) To insure, or otherwise protect, works of art entrusted to the Group for exhibition purposes for a specified time.
c) Membership
i) To plan, have printed and issue membership cards.
ii) To maintain and publish an accurate membership list with name, address and telephone number of each member.
iii) To collect membership fees and deliver them to the Treasurer.
iv) To be on duty at the door on lecture nights and other functions to supervise the admittance either by membership cards or by single admittance fee.
v) To record names, addresses and telephone numbers of prospective members at open meetings and from other sources.
vi) To ascertain a prospective member's interest in and willingness to devote some time and effort to the work of the Group.
vii) To generally promote membership in the Group.
d) Publicity
i) To handle publicity and public relations relating to Group activities, such as classes, lectures and exhibitions through local papers, radio stations and other suitable media.
ii) To keep a scrapbook of items pertinent to Group activities.
e) Lecture
i) The Chairman shall be responsible for the art Lecture Evenings with the approval of the Board of Directors.
ii) To contact the proposed speakers approved by the Board of Directors for the purposes of acquiring their services. This should be done before summer vacation for at least the fall lectures.
iii) To supervise such other Lectures as may be required from time to time by the Board of Directors.
f) Newsletter
To edit, print and distribute to members in good standing as many editions of the Group Newsletter as approved by the Board of Directors.
g) Social
With approval of the Board of Directors to plan, to arrange for and to serve refreshments for the Lecture Series, Class Shows, Juried shows, Board of Directors Meetings and the Annual Meeting.
h) Awards
i) To assume the administration of any Awards, Bursaries or Scholarships which the Board of Directors may wish to establish for outstanding students graduating from secondary school who will pursue post-secondary education in an art-related field; and/ or for art students already attending post-secondary institutions
ii) To assume the administration of the Etobicoke Art Group Award which shall be known as the Etobicoke Art Group Award in memory of Helene Sandos Perry.
iii) To establish and maintain an Awards Fund with investments to generate sufficient interest to support the Awards approved by the Board of Directors. The investments are to be in Guaranteed Investment Certificates arranged by the Treasurer subject to approval of the Board of Directors.
iv) To devise ways and means, should the occasion arise, to raise money for the above mentioned Fund upon the approval of the Board of Directors and in collaboration with the Committees concerned.
NOMINATING COMMITTEE
18. The Board of Directors shall appoint a Nominating Committee well in advance of the Annual Meeting, with the Immediate Past-President, or if the Immediate Past President is unable to act, any Past-President who is a voting member in good standing, acting as Chairman, plus two other members in good standing, preferably who are, or have been, members of the Board of Directors
a) DUTIES It shall be the duty of the Nominating Committee to prepare a slate of Officers, Committee Chairmen and the representative(s) to the Neilson Park Creative Centre Board of Directors for the ensuing year and to present this slate to the Annual Meeting for vote. (amended June 1999)
b) ELIGIBILITY TO HOLD OFFICE A candidate for Office should have been a voting member in good standing of the Group for at least one year
c) CONSENT OF NOMINEE. It is the responsibility of the Nominating committee to ensure that all persons nominated shall be willing and eligible to hold Office.
d) NOMINATIONS FROM THE FLOOR Further nominations may be made from the floor of the Annual Meeting, provided the nominees agree to stand.
e) VOTING All voting shall be by secret ballot of the voting members in good standing at the Annual Meeting, under the supervision of the Nominating Committee, except in the case of acclamations when voting shall be by show of hands.
ANNUAL AND GENERAL MEETING OF MEMBERS
19. The Officers of the Group shall determine the time and place of the Annual Meeting and General Meetings of the members and all active members in good standing shall be notified at least fourteen days before such meetings.
The Etobicoke Art Group shall hold its Annual following the conclusion of the year's activities, for the purpose of reviewing the year's activities, receiving reports from each committee, setting out plans for the following year and the election of Officers, Committee Chairmen and the representative(s) to the Neilson Park Creative Centre Board of Directors as provided for in Article 6 and Article 16 of these By-laws. (amended June 16, 2002)
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, and the financial statement shall be presented and an Board of Directors elected and/or chartered accountants. The members may consider and transact business either special or general without any notice thereof at any meeting of members. The Board of Directors or President or Vice-President shall have power to call at any time a general meeting of the members of the corporation. The report of the chartered accountants shall be presented at a Fall general meeting. (amended June 17, 2002)
At the Annual Meeting one-half of the number of voting members of the Board of Directors shall constitute a quorum. The majority vote of those members present shall constitute the action of the meeting.
INSIGNIA
20. The Board of Directors may, from time to time, adopt any mark, device, symbol or crest for use on letterheads, advertising, etc., by a two-thirds majority vote of the Board of Directors provided that the Board of Directors members have been duly notified at least seven days prior to the date on which the vote is taken.
FINANCE
21. a) SIGNING OFFICERS. The signing officers of the Group shall be any two of: the President, the first Vice- President and the Treasurer.
b) FINANCIAL STATEMENT. The accounts of the Group shall be examined at the end of the fiscal year by a chartered accountant as appointed by the Board of Directors.
c) FISCAL YEAR. The fiscal year of the Group shall be from July 1 to June 30 inclusive.
d) LIABILITY INSURANCE. The Group shall maintain liability insurance for the protection of the Officers and members of the Board of Directors.
AMENDMENTS
22. These By-laws may be altered, repealed or suspended by a two-thirds majority vote at any properly constituted Board of Directors meeting, provided that at least seven days notice of intention shall be sent to all members of the Board of Directors in writing.
Such change shall be referred to a committee appointed from the Board of Directors in order that it may be brought into form and conformity with the existing By-laws.
DISSOLUTION OF CORPORATION
23. The Corporation may be dissolved by a two-thirds majority vote of the members present at a properly constituted General Meeting, provided that at least fourteen days written notice of intention shall be sent to all members in good standing.
On an affirmative vote to dissolve the Corporation and after the discharge of all debts and liabilities of the Corporation, the remaining assets shall be allocated to support the Etobicoke Art Group Award in memory of Helene Sandos Perry and such other awards as have been established by the Group according to the requirements of Article (j) (i).
ORDER OF BUSINESS
25. Where not otherwise provided for in these Bylaws, the order of procedure at meetings of The Etobicoke Art Group shall be according to Parliamentary Procedure and Practice by Sir John George Bourinot.
*includes all subsequent amendments to January 2004