Bylaws
Artcite Inc.
Bylaws (Revised 2020)
ARTCITE INC. By-Laws (Revised 2020)
Article 1. Name and Status
1.01 Name
The name of the organization shall be Artcite Incorporated, hereinafter referred to as the “Corporation.”
1.02 Seal
The corporate seal of the Corporation shall be impressed on the margin hereof.
1.03 Status
The Corporation shall be a non-profit, Artist-Run Centre incorporated and located in the province of Ontario, in the City of Windsor, as of April 7, 1982; Ontario Incorporation #000507750.
The Corporation became a registered charity in Canada on July 1, 1988; Registered Charitable #12002 9517 RR0001.
Article 2. Objectives
3. General Membership
3.01 The Membership of Artcite consists of paid up Members in good standing. Membership in the gallery shall be open to anyone willing to accept the responsibilities of the bylaws of the Corporation.
3.02 All Members shall have a vote.
3.03 All Members are eligible to serve on the Board of Directors of the Corporation.
3.04 There are four classes of Membership:[1]
Artist (30)
Individual (40)
Family/Couple (60)
Student (Free)
3.05 Membership would have to be purchased 30 days before an AGM.
3.06 Membership may be revoked by Board resolution if the conduct of the Member is inconsistent with the objects, policies and by-laws of Artcite. Such Member may reapply for Membership upon application to either the BOD or at an AGM.
4. Members’ Responsibilities and Meetings
4.01 The Annual General Meeting (AGM) of the Members shall be held once in each calendar year on or about the month of November. Other meetings may be called from time to time as needed. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the Auditors shall be presented and a Board elected and Auditors appointed for the ensuing year.
4.02 At all meetings of Members, every question shall be decided by a majority of the votes of the Members present except for the Bylaws as defined in section 16. Each full Member is entitled to one vote at a meeting of the Membership.
4.03 Notice of AGM meetings:
Notice of any AGM meeting shall be delivered, mailed, sent electronically or otherwise communicated to each Director not less than 30 days if mailed electronically or otherwise communicated before the meeting is to take place. Any meetings of the Members other than the AGM, whether general or special, may be convened by the Board of Directors or special meeting of the Members for the transaction of such business as may be properly brought before a general meeting, or by request of a simple majority of the full Membership. Normally 30 days notice would be given for these meetings as above.
4.04 Any meetings of the Members may be adjourned at any time. Business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
4.05 A Member may lodge their proxy vote for an AGM by submitting their proxy with the Secretary four days prior to the AGM. A proxy vote must normally be submitted in writing to the Secretary and be signed by the Member. As long as the validity of the voter can be established, the Corporation may allow proxy votes by mail, telephone or electronic means to the Secretary.
Proxy votes only apply to a specific agenda item.
5. Corporation Directors / Board Members:
5.01 The Affairs of the Corporation shall be managed by a Board of Directors. The membership of the Board shall consist of 7 to 14 persons with the majority being practicing artists. These are elected by the Membership at the AGM.
5.02 The Board elects its Executive at the meeting immediately following the AGM or at the first meeting of the Board of Directors. The executive shall include: President; Vice-President; Secretary; Treasurer and a Past President or a Board Member at large. Signing authority shall be the Treasurer plus one Member of the Board at large. Each Member of the Board shall normally serve for a two-year term with the opportunity to be elected for a maximum of three consecutive terms. At the end of the maximum terms, Directors are required to step down from the Board of Directors for a period of not less than one year before resubmitting their name for consideration. Every reasonable effort will be made to ensure continuity of Board Membership to include at least one half of the Board Members serving their second or third terms of service.
In cases where the Membership of the Board of Directors falls below the required 7 Member minimum, the Executive shall call for nominations from the general Membership to replace vacated positions. Nominees shall be selected and approved by Board of Directors.
6. Board of Directors Meetings:
6.01 The time and place for the first meeting of the Board of Directors shall be determined by the incoming Board. Thereafter the Board of Directors will fix the time and place of its meetings.
6.02 A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a simple majority of the Members in attendance.
6.03 Meetings of the Board may be held at any time without formal notice if all the Directors are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence.
6.04 Any board member who misses three consecutive meetings will, by default, be removed from the board, and will be notified by email communication from the Secretary of the Board. This person can then reapply for a board position after one year's time.[2]
7. Executive vacancy and Remuneration of Board Members:
7.01 If a vacancy occurs in the Executive, the remaining Members of the Board of Directors shall fill the vacancy by electing a person to complete the term of office. No Board Member shall hold more than one position on the executive except the possibility of combining Secretary and Treasurer into the position of Secretary-Treasurer.
7.02 The Board Members and the Executive shall receive no remuneration for acting as Board Members, except for authorized receipted expenses and reimbursements.
8. Duties of Officers
8.01 The President or their designate shall preside as chair at all meetings of the Board of Directors. The Chair shall see that all orders and resolutions of the Board are carried into effect. The Chair and/or the Secretary or other officer appointed by the Board for the purpose shall sign all By-laws and other documents requiring the signatures of the Officers of the Board of Directors.
8.02 The Vice-President, in the absence or inability of the President to perform the duties and exercise the powers of the Chair, shall perform such other duties as shall from time to time be imposed upon this officer by the Board of Directors.
8.03 The Treasurer and/or Executive Director of Artcite shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation.
8.04 The Secretary and/or Executive Director of Artcite shall attend all sessions of the Board of Directors and all meetings of the Members and act as clerk thereof and record all votes and minutes of proceedings in the book kept for that purpose. The Secretary and/or Executive Director of Artcite shall give or cause to be given notice of all meetings of the Members and of the Board of Directors. The Secretary shall be custodian of the seal of the Corporation.
9. Employees:
9.01 The Board of Directors may from time to time appoint such agents and authorize the appointment of such other persons as it deems necessary to carry out the objects of the Corporation and such agents or employees shall have such authority and shall perform such duties as may be authorized by the Board of Directors and overseen by the Executive Director of Artcite.
10. Standing Committees:
10.01 The Standing Committees of the Corporation shall be those named to deal with finance, management, programming, policy and membership and the Board of Directors may establish other committees as deemed necessary. Committee heads may be appointed or elected from within the committee Members themselves or by the Membership of the Board of Directors or within the general Membership of Artcite.
11 Advisory Committees:
11.01 Advisory Committee Members may be appointed from outside the Corporation in order to advise the Membership on issues, policies, strategies relevant to the needs and goals of the Membership and the Corporation.
12. Auditor:
12.01 On the advice of the Treasurer and/or Executive Director, an Auditor's name shall be presented for approval at the Annual General Meeting.
13. Signing Authorities, Cheques and Other Negotiables:
13.01 Any deeds, transfers, licenses, contracts or engagements and all cheques, bills of exchange, promissory notes or other negotiable or transferable instruments drawn, made, accepted, endorsed, discounted, executed or issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
14. Financial Year:
14.01 Unless otherwise ordered by the Board of Directors, the fiscal year will be from July 1st to June 30th.
15. Borrowing:
15.01 The Directors may from time to time:
a) borrow money on the credit of the Corporation; or
b) issue, sell or pledge securities of the Corporation; or
c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
From time to time the Directors may authorize any Director, Officer or employee of the Corporation or any other person to make arrangements with reference to money borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any money borrowed or remaining due by the Corporation as the director may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
16. Amendments to By-Laws:
16.01 By-laws of the Corporation may be enacted, repealed or amended, by a vote of at least two-thirds of the Board at any meeting of the Board with two weeks advance notice. Such changes must be sanctioned by an affirmative vote of at least two-thirds of the Membership at the AGM or at a meeting of Members duly called for the purpose of considering such by-law.
16.02 A copy of any by-law to be sanctioned at an annual or general meeting of Members (including a by-law which amends or repeals an existing by-law) shall be sent to every Member of the Corporation with the notice of such meeting.
17. Dissolution
The Corporation may only be dissolved by agreement of a four-fifths majority of the general Membership present at an AGM or meeting called for that purpose. Upon dissolution, the Board of Directors shall have power to dispose of any property or assets of the Corporation in a way that will benefit the community after paying all debts and liabilities of the Corporation.