Below are the proposed bylaws for Cappies of Greater Edmonton, to be voted on at the upcoming AGM, Sep. 27, 7 p.m., at St Joseph High School. Any questions or concerns prior to the AGM can be emailed to the Program Director, Chris Standring at firstname.lastname@example.org
BYLAWS OF THE CRITICS AND AWARDS
PROGRAM FOR HIGH SCHOOL THEATRE
OF GREATER EDMONTON SOCIETY
(Working name – CAPPIES OF GREATER EDMONTON)
Incorporated under the Societies Act of Alberta, 07/10/11
Corporate Access No. 5013574925
The Critics and Awards Program for High School theatre (Cappies) is an international, learning program for theatre and journalism students. Our mission is to:
• provide a unique, collaborative, learning experience for high-school theatre students;
• encourage, and advance the training of, student writers; performing artists, and technical crew,
• inspire creativity and critical thinking,
• offer constructive, critical feedback for student theatrical endeavors;
• foster more community recognition of student achievement in theatre arts, and • enhance, celebrate, and add excitement to high-school theatre.
ARTICLE I – DEFINITIONS
1. A “Member” shall mean an individual as described in Article II.
2. “Board” shall mean the Board of Directors as described in Article III.
3. “Executive” shall mean the Executive Committee as described in Article IV.
4. “Society” shall mean the Cappies of Greater Edmonton.
ARTICLE II - MEMBERSHIP
1. Membership in the Society shall be opened to such individuals who shall promote the Objectives of the Society in accordance with these Bylaws and The Cappies, Inc. rules.
2. The Board may, in its sole discretion, refuse to approve any active membership without having given any reason.
3. Full membership status shall entail all rights and privileges accorded to members of the Society.
4. Members of the Society are comprised of the following:
i) high school students of registered schools; ii) teachers, mentors and administrators of the registered high schools; iii) alumni of the Cappies of Greater Edmonton
iv) community members with an interest in theatre arts, journalism and/or education.
ARTICLE III - MEETINGS OF THE SOCIETY
A. Annual General Meeting
1. The Society shall hold an Annual General Meeting at least once per year on or before OCTOBER 15th in each year.
2. The business of the Annual General Meeting shall include the:
(i) report of the Committees, if any;
(ii) election of Directors;
(iii) report of the Board;
(iv) report of previous financial year;
(v) appointment of the auditors; and
(vi) appointment of Dissolution Committee comprised of a minimum of three (3) individuals
(vii) other business
3. A report of the business to be submitted to the Annual General Meeting will be posted on the Society’s website and social media sites at least fourteen (14) days before the Annual General Meeting.
B. Meetings of the Board of Directors
The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the
Society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President.
C. Special Meetings
A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the board members in good standing, setting forth the reasons for calling such meeting, which shall be by email to the last known email address of each member, delivered seven (7) days prior to the meeting.
D. Notice of Annual General Meeting
The time and place of each Annual General Meeting shall be determined by the Board and the Secretary shall notify the Members of the Society in writing to the last known email address of each member at least fourteen (14) days prior to such meeting, specifying the date, time and place of such meeting.
i) At any Annual General Meeting or Special General Meeting of the Society, fifteen (15) Members present shall constitute a quorum.
ii) Any five (5) members shall constitute a quorum at a Meeting of the Board of
Directors, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.
Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any general meetings of the Society. Such votes must be made in person and not by proxy or otherwise.
ARTICLE IV – BOARD OF DIRECTORS AND ELECTIONS
The Board shall, subject to the Bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Society.
A. The Board shall be comprised of an Executive and such Directors, who are of legal age in Alberta and not currently registered as students of a participating Cappies School, and as elected at the Annual General Meeting.
A. The Board of Directors shall be elected and shall serve until their successors are elected and installed. The Board shall be comprised of:
• Treasurer, (or Secretary/Treasurer),
- and a maximum of seven (7) Directors which may include these portfolios:
Ø Social Media/Marketing Director
Ø Fundraising Director
Ø Director at Large
Ø Membership Director
Ø Education and Community Outreach Director
If the Board of Directors includes a Past President, the number of directors shall be an odd number.
C. A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.
D. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the Society may deem reasonable.
ARTICLE V – DUTIES OF THE BOARD OF DIRECTORS
The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the Society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
In the absence of the President, the Vice President shall assume the duties of the President.
It shall be the duty of the secretary to attend all meetings of the Society and of the Board, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the Society which whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the Society and be under the direction of the President and the Board.
The Secretary shall also keep a record of all the members of the Society and their addresses, send all notices of the various meetings as required.
The Treasurer shall receive all monies paid to the Society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the Society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society.
The Treasurer shall collect and receive the annual dues or assessments levied by the Society. Such monies shall be deposited in a Bank, Trust Company, Credit Union or Treasury Branch as required.
The Office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.
Staff and Contracted Personnel:
The Board may hire a Program Director for the assistance of the Board in managing the business and affairs of the Society. The Program Director shall be responsible to the Board of Directors for the ongoing administration of the association in accordance with The Cappies, Inc. The Program Director shall report to each meeting of the Board of Directors respecting the administrative affairs of the Society since the previous meeting.
The Board of Directors shall be responsible for hiring all employees and contractors of the Society.
ARTICLE VI - RESIGNATION, ABSENCE, VACANCY AND REMOVAL OF OFFICERS AND DIRECTORS
A Director or Officer ceases to be a Director or Officer when he/she resigns from the Society, in which event such resignation becomes effective on the date the written resignation is provided to the Board of Directors.
B. Absences and Standing
If a Member of the Executive or of the Board of Directors is absent from more than two (2) consecutive meetings of the Executive or of the Board, as applicable, without giving a reason that is found acceptable to the Board; the Board shall be entitled to remove the Member from the Executive or the Board on written notice to the Member.
ARTICLE VII – AUDITING AND INSPECTION OF BOOKS/RECORDS
A. The books, accounts and records of the Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the Society. The fiscal year end of the Society in each year shall be AUGUST 31st.
B. The books and records of the Society may be inspected by any member of the Society at the Annual Meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.
ARTICLE VIII - CONFLICT OF INTEREST
A. Disclosure of Conflict
A Director or Officer who is or becomes a party, or is a director or shareholder of a corporation that is or becomes a party, to a material contract with the Society shall disclose in writing to the President the nature and extent of the interest, and, shall not vote on any resolution respecting the material contract, save and except if a minimum of fifty percent (50%) of the Board vote otherwise.
ARTICLE IX - REMUNERATION
Unless authorized at any meeting and after notice for same shall have been given, no officer, director, or member of the Society shall receive any remuneration for his/her services. Notwithstanding the foregoing, the Board of Directors shall determine what honoraria, travel and maintenance allowances shall be payable to Members serving it in various capacities. The Board shall make a report concerning honoraria to the Annual General Meeting.
ARTICLE X - BORROWING POWERS
For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society, and in no case shall debentures be issued without the sanction of a special resolution of the Society.
ARTICLE XI - AMENDMENT OF BYLAWS
The Bylaws can only be repealed, added to or changed by a special resolution of the Members. The Objectives and Bylaws of the Society may be amended, altered or rescinded by a vote of not less than three quarters (3/4) of the Members at any general meeting, providing that at least twenty-one (21) days written notice be given to Members, setting out the proposed change together with the existing term or terms proposed to be changed.
ARTICLE XII - DISSOLUTION OF THE SOCIETY
A. The Society may be dissolved by a special resolution of the Members pursuant to the provisions of the Societies Act.
B. In the event of dissolution of the Society, all of the Society’s remaining assets, after payment of liabilities, no expenditure may be initiated after dissolution has been approved. Upon dissolution, all assets will be held in trust for three (3) years from the time of dissolution for use by a group if one should reform under the name of the Society. Also, that if no group reforms in three (3) years, or if a reformed group fails to continue operations, assets held in trust would be used for grants to registered schools at the time of dissolution could be eligible for the funds. The Dissolution Committee would award the grants at their discretion, providing that the organization or organizations are recognized Canadian educational organizations.
C. At each Annual General Meeting, a Dissolution Committee comprised of a minimum of three (3) individuals shall be appointed.