The Proscenium Club Act

A By-law relating to the affairs of

The Proscenium Club Act

Table of Contents

ARTICLE I – Proscenium Club INCORPORATED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
ARTICLE II – Head Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
ARTICLE III – Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
BY-LAW 1 – Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
BY-LAW 2 – Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Members and Honorary Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Privileges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Member Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Termination or Suspension of a Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3 3 3 3 4 4
BY-LAW 3 – Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Officers’ Duties and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Terms of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnification and Insurance of Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hold Harmless Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors’ Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nominations for Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Termination or Suspension of a Director. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joshua Bainbridge Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4 4 5 7 7 7 8 8 8 9
BY-LAW 4 – Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attendance and Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9 9 9 10 10 10 10 11
BY-LAW 5 – Fiscal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11 11 12 12 12 12 12
BY-LAW 6 – Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
BY-LAW 7 – Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amendment of By-Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13 13 13

ARTICLE I – Proscenium Club INCORPORATED.

WHEREAS the Objects of Proscenium Club Inc. include:

The establishment and operation of dramatic theatre for the purposes of promoting interest in and the practice of drama and the related arts;
establishing and operating a repertory theatre company;
providing education and instruction in the theatrical arts;
advancing knowledge and appreciation of dramatic culture and tradition by theatrical performances; and such other complementary purposes not inconsistent with these objects.

AND WHEREAS Proscenium Club was established as a sole proprietorship on the 13th of January, 2017 and upon Incorporating received Letters Patent issued by the Ministry of Government Services Ontario on December 5^th, 2017. All sole proprietary funds were absorbed by Proscenium Club Inc. on April 19^th, 2018.

THEREFORE BE IT RESOLVED THAT this By-law be enacted to set out the means by which Proscenium Club Inc. formerly the Proscenium Club will conduct its business.

ARTICLE II – Head Office

The head office of Proscenium Club Inc. shall be at 542 Fisher Street, in the City of North Bay, in the Province of Ontario, or at such other place in the Province of Ontario as the Board of Directors may determine from time to time.

ARTICLE III – Dissolution

Upon dissolution of Proscenium Club Inc. and after payment of all debts and liabilities, its remaining assets shall be transferred to one or more successor organizations, or to such charitable organizations having similar objects and aims, or to such arts organizations as may be determined at the discretion of the Board.

BY-LAW 1 — Definitions and Interpretation

1.1 In these By-laws, unless the context otherwise requires,

“Club” or “Proscenium Club” means the company incorporated and known as the Proscenium Club Inc., touring theatre company, any item in reference to the previous sole proprietorship will preceded by “the former”
“Directors” means the Directors of the Club at any time. Thus being the official title of Board of Directors members.
“Ordinary Resolution” means a resolution passed by the vote of a simple majority of the Directors present at the time of the vote, or by proxy or electronic vote.
“Special resolution” means a resolution passed by a three-quarters majority of the board Directors present at the vote, including proxy votes.
“Season” means the year beginning 1^st
“Alternate season” means the year beginning 1^st
“Fiscal Year” means 1st January to 31^st December, unless the Board by Special Resolution determines otherwise;

1.2 The definitions in the “Proscenium Club Act” on the date these By-laws become effective apply to these By-laws.

1.3 These By-laws shall be construed in accordance with the provisions of the Ontario Incorporation Act.

1.4 Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a group of persons and a corporation.

1.5 “Act” ie. The Proscenium Club ACT, means the Corporations Act R.S.O. 1990, c. C.38, as amended or revised from time to time, or any other Act that may hereafter be substituted therefore, and in particular will mean the Ontario Not-for-Profit Corporations Act, S.O. 2010 C.15 upon the date that such Act comes into force.

BY-LAW 2 — Membership

Members and Honorary Members

2.1 Membership in the Club shall consist of individuals who support the objectives and mandates of

the Club and are expected to participate in the current season.

2.2 An individual may become a member upon payment of the prescribed membership dues.

2.3 Honorary members are any persons who, in the opinion of the Board of Directors, merit honorary membership and accordingly shall be eligible for admission as an honorary member of

the Club. Honorary Membership will expire only by decision of the Directors.

2.4 The number of members included in a single season cannot exceed the number of Directors. Directors shall be given priority in Casting unless;

the resource of Directors has been exhausted in the casting process,
by written consent of excluded Directors, or
by Special Resolution vote.

2.5 Every member shall uphold the constitution and comply with these by-laws.

Dues

2.6 Dues will cover membership for a period of one year. Membership may be pro-rated commencing on the date of payment thereof.

2.7 A member shall be deemed not to be in good standing where their dues remain unpaid after (30) thirty days of the due date for payment thereof.

2.8 The amount of the membership dues shall be prescribed by the Directors at such time or times as they deem fit by way of Ordinary Resolution.

2.9 Membership dues are non-refundable.

Privileges

2.10 Members are entitled to attend all general meetings, to speak to any question and to have one vote. They will receive relevant general correspondence.

2.11 Where one person is both an ordinary member and also representative of a proxy, they shall be entitled to express both personal views and those of the individual which they represent, and to vote in each capacity.

Member Eligibility

2.12 The following persons are disqualified from being a Member:

A person who is not an individual;
a person who is under (18) eighteen years of age;
a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
a person who has been found to be incapable in any court in Canada or elsewhere;
a person who has the status of bankrupt;
a person who has been convicted of an indictable offence; or
a person who has displayed behaviours consistent with the fostering of an unhealthy work environment.

Termination or Suspension of Membership

2.13 A person shall cease to be a member of the Club:

by delivering their resignation in writing to a Director of the Club, or by mailing or delivering it to the address of the Club,
on death,
on a verbal resignation to two or more Directors one of which may be Artistic Director,
on having been a member not in good standing for a period of (60) sixty consecutive days, or
if the Member has become disqualified in accordance with the eligibility criteria outlined in this By-law.

2.14 A member may be expelled or suspended mid-season by Special Resolution of the Directors passed at a meeting.

2.15 Notice of the proposed Special Resolution for expulsion or suspension shall be given to the member who is the subject of such resolution in writing by mail or during an in person meeting with no less than (2) two Club representatives.

BY-LAW 3 — DIRECTORS AND OFFICERS

Board of Directors

3.1 There shall be a Board of Directors which shall consist of:

Chair, Second Chair, Facilities, Secretary, Treasurer and Sponsorship, all of whom shall be elected to open terms from among the Directors.
One non-voting Artistic Director who is not an official member of the Board of Directors but works to further the Club’s interests through the development of the season may take an office with the exception of Chair, Second Chair and Treasurer.
One additional non-voting Director who may, at the option of the Board of Directors by special resolution, be appointed to the Board of Directors from among its members for a period of one year. This member may fill an office with the exception of Chair and Second Chair.

3.2 The same person may hold two offices with the exception of Chair.

3.3 Any Officer may be removed from their office by a Special Resolution of the Club. If the Director resigns their office, or without reasonable excuse absents their self from three
or more Board meetings, or is suspended or expelled from the Club, the Board must declare their office vacated and may appoint a member in their place to hold office until the next Annual General Meeting.

3.4 The Directors may exercise all such powers and do all such acts and things as the Club may exercise and do, subject to the provisions of:

all laws affecting the Club,
these by-laws, and
rules, not being inconsistent with these by-laws, which are made from time to time by the Club in general meetings.

3.5 No rule made by the Club in general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.

Officers’ Duties and Powers

3.6 The Directors of the Board shall be the Officers of the Club. The duties of the Officers shall be determined according to policy as set forth by the Board of Directors. The Officers shall conduct the affairs of the Club between meetings of the Board of Directors and are as follows:

3.7 Artistic Director, appointed by the board. Not a Board Director. Their duties shall be as follows:

To supervise the Officers in the execution of their duties,
to appoint and allocate such duties to the Directors as they deem fit,
to sit, as they deem fit, as an ex-officio member of all sub-committees,
to plan and execute season outline and strategies,
to oversee all business related to the professional and artistic growth of the Club,
to further the Club’s interests as they deem appropriate,
to implement the Board approved programme of productions, workshops and festival entries for the current season,
to appoint and oversee managers for production departments,
to liaise or oversee the liaisons with Theatre Managers,
to be responsible for all appropriate aspects of Club publicity and public image, and
to recommend to the Board the production(s) for the upcoming season, and plan for subsequent seasons. This decision must be made no later than May of each year.

3.8 Chair, who is the Chief Executive Officer of the Club. Entitled to vote only in the event that their vote is necessary to break a tie vote. Their duties shall be as follows:

To preside at all meetings of the Board of Directors and the General Meetings of the Club,
to appoint and allocate such duties to the Directors as they deem fit,
to enforce the Constitution and By-laws of the Club,
to sit, as they deem fit, as an ex-officio member of all sub-committees, and
to hold the Artistic Director accountable to the deliverables of their role.

3.9 Second Chair, who must, in the absence of the Chair, preside at meetings and assume all the duties of the Chair. To provide support to the Production Teams, including but not limited to; costumes, props, set- decoration, set- construction and painting.

3.10 Facilities, who must coordinate the maintenance of the structure of the building and its equipment; arrange for, and oversee, contractors for heating and cooling, electrical maintenance, structural maintenance, janitorial services and advise the Board on capital projects.

3.11 Secretary, who’s duties shall be as follows:

To keep a correct record of the proceedings of meetings of the Board of Directors, all committees and the Club in General Meetings,
Shall provide to the Directors detailed minutes to all meetings in a timely fashion,
shall give notice of the time and place of all meetings,
shall have the custody of the books and records of the Club, other than those in the custody of the Treasurer,
shall maintain a correct roll of all members and honorary members, shall carry on all correspondence of the Club under the direction of the Board, and
shall present a written report at the Annual General Meeting of the Club.

The Secretary may delegate such of their duties as they deem fit to employees or other members of the Club.

3.12 Treasurer, who’s duties are as follows:

To receive, give receipts for, have custody of, and disperse all funds of the Club ,
to deposit such monies in the name of the Club in an account maintained at a chartered bank, trust company or Credit Union, and to arrange for the required signing authorities in respect of such account,
to prepare and authorize the drawing of cheques against such account,
to keep a true and accurate account of the receipts and disbursements of the funds of the Club,
to maintain a record of the property of the Club,
to oversee and work with the producer where appropriate in the drawing up and execution of all budgets, and
to present a detailed report and an independently reviewed statement to the Annual General Meeting of the Club and on handing over the office of Treasurer to a successor, if not coincidental with the report to the Annual General Meeting.

The Treasurer may delegate such of their duties as they deem fit to employees or other members of the Club.

3.13 Director of Sponsorship shall be responsible for all aspects of the Club’s partnerships with private donors and benefactors. The Sponsorship Director may delegate such of their duties as they deem fit to employees or other members of the Club.

3.14 The Past Chair may serve as a non-voting Director, counsellor and resource person, and may serve on the Nominating Committee.

3.15 The Directors-Elect must meet following each election to review the positions and duties of the Directors for the coming season.

3.16 No Director or Officer of the board is permitted to use the name of, branding belonging to or any intellectual property related to the Club without express permission of the Board by way of Ordinary Resolution.

Terms of Office

3.17 At each annual election meeting, the voting members entitled to vote for the election or appointment of Directors must elect or appoint the Board Officers, as follows:

The term for each Board Officer will normally be (2) two years.
Terms will be staggered so that 50% of the Board Officers are elected each year.
For the first year, 50% of the officers will be elected for a one-year Officer term. All other Officers will be elected for two-year Officer terms. Beginning in the second year, all Board Directors will be serving or about to serve two-year Officer terms.
The Nominating Committee shall ensure that nominees are made aware that elections are for one and two year terms initially to establish the pattern of renewing 50% of the positions annually.
Board Directors may be elected for consecutive terms.

3.18 Each term of office shall commence with the election of the holder of the office at the Annual General Meeting and shall terminate at the appropriate following annual general meeting, whether one or two years later.

3.19 No member of the Board of Directors shall receive remuneration or any other financial benefits for their services to the Club at a board level, however a Director or Officer may be reimbursed for reasonable travel and other expenses incurred in the performance of duties on behalf of The Proscenium Club.

3.20 The Board of Directors may receive remuneration for performance related activities as part of a company or cast.

Indemnification and Insurance of Directors and Officers

3.21 No Proscenium Club Director or Officer shall be liable for the acts, receipts, neglects, or defaults, of any other Director or Officer, or for joining in any receipts or other act for conformity, or for any loss or expense happening to The Proscenium Club through the insufficiency or deficiency of title to any property acquired by order of the Board or on behalf of The Proscenium Club or for the insufficiency or deficiency of any security in or upon which any of the monies of The Proscenium Club shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of The Proscenium Club shall be deposited, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen upon his or their own dishonesty.

Hold Harmless Clause

3.22 Every Proscenium Club Director or Officer and their heirs, executors and administrators, and estate and effects, respectively, shall, from time to time and at all times, be indemnified and saved harmless out of the funds of The Proscenium Club, from and against all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against that person in respect of any act, deed, matter or thing whatsoever, made done or permitted by that person in or about the execution of the duties of the office, and all other costs, charges and expenses which the person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by that person’s own wilful neglect or default.

3.23 The Proscenium Club will purchase insurance for the benefit of Directors and members on a case by case basis pertaining to the needs dictated by production houses within a touring season.

Director Eligibility

3.24 The following persons are disqualified from being a Director:

A person who is not an individual;
a person who is under (18) eighteen years of age;
a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
a person who has been found to be incapable in any court in Canada or elsewhere;
a person who has the status of bankrupt;
a person who has been convicted of an indictable offence;
a person who has displayed behaviours consistent with the fostering of an unhealthy work environment; or
a person who finds themselves in contradiction to the objectives and mandates of

the Club.

Nominations for Election

3.25 If a board vacancy occurs, the Board shall determine the number of anticipated vacancies and shall call for nominations to the Board, specifying the date by which such nominations must be received in order to be considered by the Board.

3.26 The Nominating Committee shall review the nominations received and prepare a list of proposed candidates for election by way of Special Resolution by the Board of Directors.

3.27 In addition to the nominating process, any Director may propose a nominee for election as a Director. Provided that the Proposal is signed by at least (1) one other Director entitled to vote at the meeting at which the election will take place, and is received by the Secretary no later than (8) eight days prior to the Board Meeting, The Proscenium Club will include the proposal with the notice of the meeting.

3.28 At the following Board Meeting, the Committee Chairman will present a list of proposed candidates for election by the Board and an anonymous vote will be held by way of ballot.

Termination or Suspension of a Director

3.29 A person shall cease to be a Director of the Club

by delivering their resignation in writing to a Director of the Club, or by mailing or delivering it to the address of the Club,
on death,
on a verbal resignation to (2) two or more Directors, one of which may be Artistic Director,
are removed by Special Resolution of the Directors at a meeting called for the purpose of the Director’s removal and for which notice has been given,
is deemed to have resigned upon failing to attend (3) three consecutive Board meetings in any (12) twelve month period, except where the Director has received the prior approval of the majority of the Board, which shall only be given in the event that the absentee Director has established to the satisfaction of the Board that there are extraordinary circumstances, or
if the Director has become disqualified in accordance with the eligibility criteria outlined in this By-law.

3.30 A Director may be expelled or suspended mid-season by Special Resolution of the Directors passed at a meeting.

3.31 Notice of the proposed Special Resolution for expulsion or suspension shall be given to the Director who is the subject of such resolution in writing by mail or during an in person meeting with no less than (2) two Club representatives.

Joshua Bainbridge Clause

3.32 If the Board votes on the termination of Original Artistic Director Joshua Bainbridge, he as founder of the corporation and sole proprietor of the former Proscenium Club;

has the full rights and ability to dissolve the company, or
transition to a Director role within the Board, or
sever ties with no additional repercussions to the organization.

3.33 Mr. Bainbridge will retain credit for and rights to all personal intellectual material contributed to the Club during his tenure.

3.34 Upon dissolution of The Proscenium Club and after payment of all debts and liabilities, its remaining assets shall be transferred to one or more successor organizations, or to such charitable organizations having similar objects and aims, or to such arts organizations as may be determined at the discretion of the Board.

BY-LAW 4 — Meetings

Notice of Meetings

4.1 At least (9) nine general meetings per year of the Board will be held, and (1) one of which will be the Annual General Meeting.

4.2 Additional meetings, which shall be called ‘Special Meetings’, may be held as necessary at the discretion of the Chair or Artistic Director.

4.3 Written notice of the time and place of a meeting shall be sent to all Directors, the Artistic Director, and any person appointed to conduct an audit or review engagement of the corporation, not less than (10) ten and not more than (50) fifty days before the date on which the meeting is to take place.

Annual General Meetings

4.4 Annual General Meetings shall be called by the Board, and shall be held no later than (13) thirteen months after the preceding Annual General Meeting, on such a day and place as the Board of Directors shall determine.

4.5 Annual General Meetings shall be open only to:

Individuals eligible to vote at that meeting,
the Artistic Director, and
persons admitted at the invitation of the Chair or by Resolution of the Directors.

4.6 The agenda for the Annual General Meeting shall include the following matters of business:

consideration of the minutes of the previous Annual General meeting, and any Special Meetings of the Directors,
consideration of any proposed By-law amendments,
consideration of the pertinent financial statements of the Proscenium Club,
if applicable, the appointment of the auditor or person to conduct a review engagement,
if applicable, the approval of the auditor’s report,
election of the Directors and officers, and
any Directors’ proposals.

Special Meetings

4.7 Special Meetings may be convened by the Board at any time, to deal with any business not specified herein as a matter for a General Meeting.

4.8 Notice of a Special Meeting shall state the business to be transacted, including the text of any resolution to be submitted at the meeting, and only the business so stated may be dealt with at the meeting.

4.9 The Chair shall call a Special Meeting within seven (7) days upon receipt of a requisition by (1) one Director eligible to vote at the meeting which is being requested, stating the general nature of the business to be presented. Such a meeting shall be called as nearly as possible in the same manner as non-requisitioned meetings are called under this By-law, and shall deal only with the transaction of the business as stated in the requisition.

Attendance and Quorum

4.10 Directors may participate in a meeting by attending in person, by proxy, or by electronic or telephonic means providing that all persons at the meeting can communicate adequately with each other. Any Annual General or Special meeting shall require the presence of not less than six Board Directors, which is necessary to constitute quorum.

Adjournments

4.11 General meetings may be adjourned at any time. Any business that might not have been transacted at the original meeting may be transacted at a reconvened meeting. No notice of the adjournment shall be required, and an adjournment may be made notwithstanding that no quorum is present.

Minutes

4.12 Minutes shall be taken at all meetings by the Secretary or their designate, and shall include:

the time that the meeting is called to order;
the names of all Directors and staff who are present and those who are absent;
the names of any guests in attendance;
the approval of the agenda and minutes of the previous meeting;
motions, noting the mover and seconder;
whether each motion has been carried or defeated;
items of information, including correspondence received by the Board;
the time of departure of any Director(s) who leave before a meeting concludes; or
the time the meeting was recessed or adjourned.

4.13 Upon approval by the Board, the minutes of Board meetings shall be ratified by signature of the Board Chair and one other Officer.

Conflict of Interest

4.14 Conflict of interest shall be found where a Director is:

a party to a material contract or transaction, or a proposed material contract or transaction with The Proscenium Club; or
a Director or Officer who has an immediate material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with The Proscenium Club.

4.15 The Director shall disclose in writing to the Board, and request to have entered into the minutes of Board meetings, the nature and extent of their interest, whether or not Board approval of the contract or transaction is required.

This disclosure shall be made at the earliest of:

the first meeting at which the proposed contract or transaction is considered; or
at the first meeting after which the Director becomes so interested, or being so interested, at the first meeting after assuming the office of Director.

4.16 Directors who have a conflict as defined herein shall not attend any part of a Board meeting during which the contract or transaction is being discussed, and shall not vote on any Resolution the subject of which involves the contract or transaction.

4.17 If quorum does not exist for the purpose of voting on a resolution to approve a contract or transaction only because a Director is not permitted to be at a meeting due to a conflict of interest, the remaining Directors are deemed to constitute a quorum for the purpose of voting on that resolution.

4.18 Partnerships with art organizations are not deemed a conflict of interest if;

both organizations mutually benefit by the terms of the contract or transaction; or
if the rules and regulations set forth by the partnering organization are being followed.

BY-LAW 5 — Fiscal Matters

General

5.1 That the fiscal year shall be from 1^st January in each year to 31^st December in the same year.

5.2 All books of accounts shall be open to inspection by any Director in good standing on no fewer than (7) seven days written notice.

5.3 The Board must keep true accounts, in accordance with Generally Accepted Accounting Principles.

Borrowing

5.4 In order to carry out the purposes of the Club, the Directors may, on behalf of and in the name of the Club, raise or secure the payment or repayment of money in such manner as they decide, and in particular, but without limiting the generality of the foregoing, by the issue of debentures.

Expenditures

5.5 The Board must, except in an emergency, obtain the prior consent of the Directors for any unbudgeted expenditures in excess of $300.00

5.6 Without limiting the generality of the foregoing, the Artistic Director is authorized to make such expenditures as are necessary for the day-to-day operation and administration of the affairs of the Proscenium Club Inc.

Banking

5.7 The bank account of the Club must be with a chartered bank, a credit union or a trust company.

5.8 All banking business of the Club shall be conducted in accordance with the provisions of the Club Act.

5.9 The signing authorities for the Club’s bank account shall be determined by the Directors from time to time.

Audit

5.10 In preparation for an audit, an Accountant shall prepare a report for the fiscal year and deliver it to the Treasurer within (60) sixty days of the close of the fiscal year.

5.11 The Directors may remove the Accountant for Audit or fill any vacancies occurring in the office of the Accountant by Ordinary Resolution.

5.12 No Director and no employee of the Club shall conduct notice to reader.

5.13 The Accountant for Audit may attend general meetings.

Accounting

5.14 A qualified board member may serve as the bookkeeper for the Club. This person must demonstrate satisfactory qualifications to carry out all expected bookkeeping duties, including but not limited to the keeping of the general ledger, reconciliation of all Club accounts, the management and prompt record keeping of petty cash, report preparation and consultation to the Treasurer in a timely manner for all pertinent meetings, any other reasonable jobs normally credited to a bookkeeper.

5.15 If the bookkeeping is not to be handled by a qualified board member, then the books shall be outsourced to a qualified individual not on the board or a member of the Club, to be voted by Ordinary Resolution by the board

5.16 The board retains the right to review and remove the job of bookkeeper by a Director or an outsourced individual at any time.

5.17 A Director carrying out bookkeeping duties for the Club may not at any time serve as Chair or Treasurer.

5.18 A Director carrying out bookkeeping duties for the Club may not at any time deposit cash on behalf of the Club.

5.18 A Director carrying out bookkeeping duties for the Club may not at any time have singular signing authority on cheques issued by the Club.

5.19 All accounts must be maintained in a timely manner and must be available to any Director or to the Artistic Director within (7) seven days written notice. Accounts are to be reconciled no later than each fiscal quarter.

BY-LAW 6 — Seal

6.1 The Directors may provide a common seal for the Club, and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

6.2 The common seal of the Club is to be in the possession of the Secretary, and may be used only as authorized by the Directors.

BY-LAW 7 — Notices

7.1 Unless otherwise provided by the Directors, all notices required to be given under the By-laws shall be sufficient if published in the Club’s bulletin which shall be sent to each member of the Club in good standing.

7.2 Notice of a General Meeting shall be in writing and shall be given not less than (10) ten days from the date set for the General Meeting.

7.3 Written notice of any amendments to the Constitution of By-Laws shall be sent to all members of the Club in good standing in accordance with the By-Laws.

Amendment of By-law

7.4 The Board may pass, amend or repeal this By-law by Ordinary Resolution, except where to do so is contrary to the Act.

7.5 Any amendment to the By-law by the Board shall take effect from the date of the Resolution of the Board.

7.6 Notice of any such changes, including the complete text of the previous and revised version of the By-law, must be given to the Board thirty (30) days before the meeting at which the amendment or amendments will be voted upon. And finalized with the following;

Resolved by this Board this ___day of ______, year______.