Electing and Appointing Directors

The Members elect the Directors.

The Members will elect

•   one fourth of the Directors for a 4-year term,

•   one fourth of the Directors for a 3-year term,

•   one fourth of the Directors for a 2-year term, and

•   one fourth of the Directors for a 1-year term.

After this time, newly elected Directors shall be elected for 4 year terms.

Empty Seats

The total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the members.

If there aren’t enough Directors to make up a quorum or the Members did not elect the minimum number of Directors set out in the articles, the Directors in office will, without delay, call a special Members’ Meeting to fill the vacancy. If the Directors fail to call such a meeting, the meeting may be called by any Member.

if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority (51%) vote. The Board may fill any other vacancy by a majority (51%) vote.

The Director elected to fill the vacancy will hold office for the remainder of the removed Director’s term. After that, the appointee will be eligible to be elected as a Director.

Committees

The Board may appoint Directors to be a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated.

Any committee of Directors may create its own rules of procedure, subject to such rules or directions as the Board may from time to time make. The Board may remove any committee member by resolution.

Paying Directors

Board Meeting Notices

Conducting Board Meetings

Phone and e-Meetings

Appointments and Removals

Duties

The Chair will perform the duties described in the Bylaws and such other duties as may be required by law or as the Board may determine from time to time, including: calling and chairing meetings of the Board, setting meeting agendas and chairing executive committees.

Artist Member

Members of all classes may be able to transfer and shall pay the appropriate member class fees.

Member Group

Business Member

Community Friend

Student Member

Transferal of Membership

Discipline of Members

Annual Members’ Meeting

The business at the annual meeting will include the following:
a. Approve the agenda for the AGM
b. Approve the minutes of the previous AGM and any special meetings
c. Approve the financial statements for the previous year
d. A report from the auditor or the person appointed to review the QAC’s finances – in the absence of the auditor or the person appointed to review the QAC finances, the treasurer may give this report.
e. Reappoint the auditor or appoint a new public accountant to do an audit or review engagement
f. Elect directors, and
g. Any new or special business that was included in the notice of the meeting

Voting Members have a right to submit proposals to be added to the agenda. They must give the proposal to the Board prior to the giving of notice of the Annual Members’ Meeting in accordance with the Act, so that such item of new business can be included in the notice of Annual Members’ Meeting. No other item of business shall be included on the agenda for the Annual Members’ Meeting.

Any Member, upon request, shall be provided, not less than 21 days or other number of days prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the Bylaws or articles.

Special Members’ Meetings

The Directors may call a Special Members’ Meeting.

The Board will convene a Special Members’ Meeting on written request of not less than 10% of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the request.

Notice

Subject to the Act, not less than 10 and not more than 50 days prior to the Meeting written notice of any annual or Special Members’ Meeting must be given in the manner specified in the Act and the Notices Section of this Bylaw to each Member and to the auditor or person appointed to conduct a review engagement.

Notice of any meeting where special business will be transacted must contain enough information to permit the Members to form a reasoned judgment on the decision to be taken.

Phone and e-Meetings

Quorum

Chair of the Meeting

In the Chair’s absence, the Members present at any Members’ meeting will choose another Director as chair. If no Director is present, or if all of the Directors present decline to act as chair, the Members present will choose a Member present to chair the meeting.

Voting

If there is a tie vote, the chair of the meeting has to call for a written ballot. The chair cannot vote in a written ballot to break a tie. If the written ballot results in a tie, the motion doesn’t pass.

Whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes will be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

An abstention will not be considered a vote cast.

Attendance

The only persons entitled to attend a Members’ Meeting are:

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be delivered:

Notices mentioned above will be sent to any such Member or Director at their latest address as shown in the records of the Corporation and to the audit or or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the Board.

Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to the notice.

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice will, unless it is otherwise provided, be counted in such number of days or other period.

No error or accidental omission in giving notice of any Board Meeting or any Members’ Meeting will invalidate the meeting or make void anything that happens at the meeting.

The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

The seal, an impression of which is stamped below, will be the seal of the Corporation. If appointed, the secretary of the Corporation will oversee the corporate seal and its use. Otherwise, the Chair will oversee the corporate seal and its use.

The Members may from time to time amend this Bylaw with 51% of the votes cast at a Members’ Meeting.

The Board may from time to time in accordance with the Act pass or amend this Bylaw.

The Board must submit any Bylaws it passes or changes it makes to existing Bylaws to the Members at the next Members’ Meeting. The Members may confirm, reject or amend the new Bylaw or Bylaw changes.

In this Bylaw, unless the context otherwise requires:
a. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
b. “Board” means the board of directors of the Corporation;
c. “Bylaws” means this Bylaw (including the schedules to this bylaw) and all other bylaws of the Corporation as amended and which are, from time to time, in force;
d. “Chair” means the chair of the Board;
e. “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
f. “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
g. “Member” means a member of the Corporation;
h. “Members” means the collective membership of the Corporation; and
i. “Officer” means an Officer of the Corporation.

Other than as specified in the Definitions section, all terms contained in this Bylaw that are defined in the Act will have the meanings given to them in the Act. Words in the singular include the plural and vice versa, and words in one gender include all genders.

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

If any of the provisions contained in the Bylaws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act will prevail.