Schedule A: Altered By-Laws
The Second Story Art Society
Operating As
TRUCK Contemporary Art in Calgary
Article 1
PREAMBLE
1.1 The Society
The name of the society is The Second Story Art Society, operating under the name of TRUCK Contemporary Art in Calgary and is referred to as "TRUCK" or the "Society".
1.2 The Bylaws
The following articles set forth the Bylaws of TRUCK.
Article 2
DEFINITIONS
2.1 Definitions
In these Bylaws, the following words have these meanings:
(a) "Act" means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it.
(b) "Annual General Meeting" means the annual general meeting described in Article 10.
(c) "Board" means the Board of Directors of the Society.
(d) "Bylaws" means the bylaws of this Society as amended.
(e) "Director" means any person elected or appointed to the Board. This includes members of the Executive Committee.
(f) "Executive Committee" means the committee of Officers.
(g) "Executive Director" means the person employed by TRUCK to carry out the day to day operations and functions of TRUCK.
(h) "Member" means a member of the Society.
(i) "Membership Year" has the meaning set forth in Section 5.4.
(j) "Officers" means the President, Vice-President, Treasurer and Secretary of the Society as appointed pursuant to Section 9.6.
(k) "Registered Office" means the registered office for the Society.
(l) "Register of Members" mans the the register maintained by the Society containing the names of the Members of the Society.
(m) "Special Meeting" means the special meeting described in Section Article 8.
(n) "Special Resolution" means:
(i) A resolution passed at a General Meeting of the membership of this Society. There must be twenty-one (21) days’ notice for this meeting. The notice must state that proposed resolution. There must be approval by a vote of 75% of the Voting Members who vote in person;
(ii) A resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days’ notice. All the Voting Members eligible to attend and vote at the General Meeting must agree; or
(iii) a resolution agreed to in writing by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.
(o) "Substitute Director" has the meaning set forth in Section 9.19.
(p) "Voting Member" means a Member entitled to vote at the meetings of the Society.
Article 3
INTERPRETATION
3.1 Rules of Interpretation
The following rules of interpretation must be applied in interpreting these Bylaws:
(a) Singular and Plural: words indicating the singular number also include the plural, and vice-versa.
(b) Headings are for convenience only. They do not affect the interpretation of these Bylaws.
(c) Liberal Interpretation: these Bylaws must be interpreted broadly and generously.
Article 4
OBJECTS OF THE SOCIETY
4.1 Objects of the Society
The objects of the society are detailed in the Society's Articles of Incorporation.
Article 5
Membership
5.1 Membership
There is one category of membership, such membership being met upon the individual paying the annual membership fee.
5.2 Waiver of membership fee
The payment of the fee for membership may be waived, and membership conferred, by the Executive Committee as follows:
(a) when an individual has donated, or agreed to donate 10 hours of his or her services on a volunteer basis;
(b) where the person is an artist run centre;
(c) where an individual has donated a piece of art to TRUCK for fundraising purposes;
(d) where an individual has agreed to exhibit at TRUCK; or
(e) where the Board otherwise determines.
5.3 Register of Members
Upon becoming a Member of the Society, such individual will be registered in the Register of Members for the Membership Year.
Payment of the annual membership fee entitles an individual to be a member for a period of 365 days ("Membership Year") and to be entitled to all the rights and privileges of membership as set out in Section 5.5.
Any member is entitled to:
(a) receive notice of meetings of the Members of the Society;
(b) attend and vote any meeting of the Members of the Society and whereat each Member is entitled to one vote;
(c) speak at any meeting of the Members of the Society; and
(d) may exercise other rights and privileges given to Members in these Bylaws but not to attend any Board Meeting unless granted observer status pursuant to Section 10.5.
5.6 Voting
(a) The only Members who can vote at meetings of the Society are Full Members in good standing who are at least eighteen (18) years old.
(b) A Voting Member is entitled to one (1) vote at a meeting of the Society.
5.7 Member in Good Standing
A Member is in good standing when:
(a) the Member has paid membership fees or other required fees to the Society; and
(b) the Member is not suspended as a Member as provided for under Section .
5.8 Suspension of Membership
(a) The Board, at a Special Meeting called for that purpose, may suspend a Member’s membership not more than three (3) months, for one or more of the following reasons:
(i) if the Member has failed to abide by the Bylaws;
(ii) if the Member has been disloyal to the Society;
(iii) if the Member has disrupted meetings or functions of the Society; or
(iv) if the Member has done or failed to do anything judged to be harmful to the Society.
(b) The affected Member will receive written notice of the Board’s intention to deal with whether that Member should be suspended or not. The Member will receive at least two (2) weeks notice before the Special Meeting.
(c) The notice will be sent by single registered mail to the last known address of the Member shown in the records of the Society. The notice may also be delivered by an Officer of the Board. The notice will state the reasons why suspension is being considered.
(d) The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member.
(e) The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board.
(f) The Board may exclude the Member from its discussion of the matter, including the deciding vote.
(g) The decision of the Board is final.
5.9 Termination of Membership
(a) Resignation:
(i) Any Member may resign from the Society by sending or delivering a written notice to the Secretary or President of the Society.
(ii) Once the notice is received, the Member’s name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
(b) Death: The membership of a Member is ended upon his death.
(c) Deemed Withdrawal:
(i) If a Member has not paid the annual membership fees within three (3) months following the date the fees are due, the Member is considered to have submitted his resignation.
(ii) In this case, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
(d) Expulsion:
(i) The Society may, by Special Resolution at a Special Meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Society.
(ii) This decision is final.
(iii) On passage of the Special Resolution, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
5.10 No Transmission or Assignment of Membership
No right or privilege of any Member is transferable or assignable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Society.
5.11 Limitation on the Liability of Members
No Member is, in his individual capacity, liable for any debt or liability of the Society.
Article 6
ANNUAL GENERAL MEETING
6.1 Holding of the Annual General Meeting
The Society holds its Annual General Meeting no later than June 30 of each year in Calgary, Alberta at TRUCK's offices. The Board sets the place, day and time of the meeting.
6.2 Notice of Annual General Meeting
The Secretary mails, e-mails or delivers a notice to each Member at least twenty-one (21) days before the Annual General Meeting. This notice states the place, date and time of the Annual General Meeting, and any business requiring a Special Resolution.
6.3 Failure to Give Notice of meeting
No action taken at an Annual General Meeting is invalid due to:
(a) accidental omission to give any notice to any Member;
(b) any Member not receiving any notice; or
(c) any error in any notice that does not affect the meaning.
6.4 Agenda of the Annual General Meeting
The agenda for the Annual General Meeting shall include the following, if applicable:
(a) adopting the agenda;
(b) adopting the minutes of the last Annual General Meeting;
(c) considering the Executive Director’s report on the activities of TRUCK for the previous year;
(d) reviewing the financial statements setting out TRUCK's income, disbursements, assets and liabilities and the auditor’s report;
(e) appointing the auditors;
(g) considering matters specified in the meeting notice; and
(h) other specific motions that any Members has given notice of before the meeting is called.
6.5 Quarum
Attendance by 1% of the then Members in good standing at the Annual General Meeting is quorum.
6.6 Failure to Reach Quorum
The President may cancel the Annual General Meeting if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is automatically rescheduled for one (1) week later at the same time and place. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.
6.7 Chair of Annual General Meeting
(a) The President chairs every Annual General Meeting of the Society.
(b) The Vice-President chairs in the absence of the President.
(c) If neither the President nor the Vice-President is present within one-half (1/2) hour after the set time for the Annual General Meeting, the Members present choose one (1) of the Members to chair.
6.8 Adjournment
(a) The President may adjourn any Annual General Meeting with the consent of the Members at the meeting. The adjourned Annual General Meeting conducts only the unfinished business from the initial Meeting.
(b) No notice is necessary if the Annual General Meeting is adjourned for less than thirty (30) days.
(c) The Society must give notice when a Annual General Meeting is adjourned for thirty (30) days or more. Notice must be the same as for any Annual General Meeting.
Article 7
VOTING
7.1 Voting
Each Voting Member, has one (1) vote. A show of hands decides every vote at every Annual General Meeting or Special meeting. A ballot is used if at least five (5) Voting Members request it.
7.2 Majority Vote
A majority of the votes of the Voting Members present or voting by proxy decides each issue and resolution, unless the issue needs to be decided by a Special Resolution.
7.3 No Casting Vote
No person, including a member of the Executive Committee has a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated.
7.4 Voting by Proxy
Votes at meetings of the Members may be given either personally or by proxy. A proxy shall be executed by the Member and is valid only at the meeting in respect of which it is given or any adjournment of that meeting. A person appointed by proxy need not be a Member.
7.5 Written Resolution of All the Voting Members
All Voting Members may agree to, and sign, a written resolution. This type of resolution is as valid as one passed at an Annual General Meeting. It is not necessary to give notice or to call a General meeting. The date on the resolution is the date it is passed.
8.1 Calling of Special Meeting
A Special Meeting may be called at any time:
(a) by a resolution of the Board to that effect;
(b) on the written request of at least five (5) Directors; or
(c) on the written request of at least one - third (1/3) of the Voting Members.
The request must state the reason for the Special Meeting and the motions(s) intended to be submitted at such Special Meeting.
8.2 Notice
The Secretary mails, e-mails or delivers a notice to each member at least twenty-one (21) days before the Special Meeting. This notice states the place, date, time and purpose of the Special Meeting.
8.3 Failure to Give Notice of meeting
No action taken at a Special Meeting is invalid due to:
(a) accidental omission to give any notice to any Member;
(b) any Member not receiving any notice; or
(c) any error in any notice that does not affect the meaning.
8.4 Agenda for Special Meeting
Only the matter(s) set out in the notice for the Special Meeting are considered at the Special Meeting.
8.5 Procedure at the Special Meeting
Any Special Meeting has the same method of voting and the same quorum requirements as an Annual General Meeting.
8.6 File Special Resolution
Upon a Special Resolution being approved by the Members, the Secretary shall promptly file the Special Resolution with the Registrar.
Article 9
GOVERNANCE OF THE SOCIETY
9.1 Role of the Board
The Board governs and manages the affairs of the Society.
9.2 Executive Director
The Board may hire the Executive Director to carry out management functions under the direction and supervision of the Board. The Executive Director reports to and is responsible to the Board, and acts as an advisor to the Board and to all Board Committees. The Executive Director does not vote at any meeting.
9.3 The Executive Director acts as the administrative officer of the board in:
(a) attending board, and other meetings, as required;
(b) hiring, supervising, evaluating and releasing all other paid staff;
(c) interpreting and applying the Board’s policies;
(d) keeping the Board informed about the affairs of the Society;
(e) maintaining the Society’s books;
(f) preparing budgets for Board approval;
(g) planning programs and services based on the Board’s priorities; and
(h) carrying out other duties of the Board set out in Section 9.5 as delegated from time to time by the Board.
9.4 Board of Directors
(a) The Board of Directors (the "Board") shall be made up of a minimum of four (4) and a maximum of ten (10) Directors elected in accordance with Section 9.18 (or as otherwise appointed pursuant to these Bylaws) for the term set out in Section 9.17.
(b) At all times at least fifty (50%) percent of the Directors must be artists.
The Board has the powers of the Society, except as restricted by the Societies Act. These powers and duties of the Board include:
(a) promoting the objects of the Society;
(b) promoting membership in the Society;
(c) maintaining and protecting the Society’s assets and property;
(d) approving an annual budget for the Society and any interim budgets provided by the Treasurer or the Executive Director;
(e) paying all expenses for operating and managing the Society;
(f) paying persons for services and protecting persons from debts of the Society;
(g) financing the operations of the Society, and borrowing or raising monies;
(h) making and amending policies for managing and operating the Society;
(i) approving all contracts for the Society;
(j) participating in Board committees;
(k) maintaining all accounts and financial records of the Society;
(l) appointing legal counsel as necessary;
(m) making policies, rules and regulations for operating the Society and using its facilities and assets;
(n) selling, disposing of, or mortgaging any or all of the property of the Society; and
(o) without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee, a Board committee or the Executive Director of the Society, as appropriate.
(a) The Board may appoint one or more Directors as Officers of the Society and any one Director may hold more than one office. At its first meeting after the Annual General Meeting, the Board elects from among the Directors all Officers for the next two years.
(b) The Officers which may be appointed are the President, the Vice President, the Treasurer and the Secretary.
(c) The Officers will hold office for two years or until a successor is appointed.
9.7 The Executive Committee
(a) consists of the President, Vice-President, Secretary and Treasurer;
(b) is responsible for:
(i) planning agendas for Board meetings;
(ii) carrying out emergency and unusual business between Board meetings;
(iii) reporting to the Board on actions taken between Board meetings; and
(iv) carrying out other duties as assigned by the Board.
9.8 Other Committees
In addition to the Executive Committee, the Board may form other committees to manage the day to day operations of the Society, each committee comprising of at least one Director and the Executive Director and other Members, as necessary, may include:
(a) the Finance Committee;
(b) the Human Resources Committee;
(c) the Engagement Committee; and
(d) any other committee the Board believes is necessary to form to fulfill its obligations or to conduct day-to-day operations of the Society.
9.9 President de facto Member of Committee
The President of the Society is a de facto member of each committee formed by the Society.
9.10 Quorum for Committees
A majority of the committee members present at a meeting is a quorum.
9.11 Voting
Each member of the committee has one (1) vote at the committee meeting. No person has a casting vote in case of a tie.
9.12 Remuneration and Reimbursement
(a) No Member, Director or Officer of the Society receives any remuneration for his services as a Member, Director or Officer.
(b) Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval.
9.13 President
The President shall, when present, preside at all meetings of the Board, the Executive Committee and at all meetings of the Members. The duties of the President are as follows:
(a) ensures the Board adheres to the By-Laws;
(b) prepares and distributes the agendas for the Board meetings;
(c) serves as chairman of the Board at Board meetings;
(d) prepares and distributes reports of the Board committees;
(e) serves as an ex-officio member on all Board committees and attends committee meetings when requested;
(f) acts as a signing Officers on the cheques and other official documents, including grant applications, of the Society; and
(g) at the time a new President is appointed, orientates the new President.
9.14 Vice-President
The Vice-President shall assume the responsibility as acting President should the President be unable to perform his/her duties or be absent provided, however, that a Vice-President who is not a Director shall not preside as chairman at any meeting of the Board. The Vice-President shall have such other powers and duties as the Board or the President may prescribe.
9.15 Treasurer
The Treasurer shall:
(a) keep proper accounting records and in conjunction with the Executive Director;
(b) deposit money and disperse funds of the Society;
(c) prepare the annual financial report in conjunction with the Executive Director and oversees the annual audit process;
(d) in conjunction with the Executive Director, prepare and present a current report on the finances of the Society at each Board meeting;
(e) render to the Board and the Executive Director, whenever requested or required, an account of all the transactions and s/he shall have such other powers and duties as the Board or the President may prescribe; and
(f) in conjunction with the Executive Director, sign all cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange, unless the Board determines otherwise from time to time.
9.16 Secretary
The Secretary shall:
(a) attend and be the secretary of all meetings of the Board and the Members and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat;
(b) circulates the minutes of the Board meetings at least one week prior to the next Board meeting;
(c) in consultation with the Society's employees, maintains and oversees the list of Members, the current Directors and the Executive Committee and files with the Registrar any changes of the Directors and the Executive Committee;
(d) give or cause to be given, as and when instructed, all notices to the Members, the Board, and the Executive Committee;
(e) be the custodian of all books, papers, records, documents and instruments belonging to TRUCK, except when some other Officer or agent has been appointed for that purpose;
(f) acts as signatory for the Society as requested by the President, the Vice-President or the Treasurer;
(g) file copies of resolutions and all other so required documents with the Registrar, and
(h) such other powers and duties as the Board or the President, if any, may specify.
The maximum term of office for any Director or member of the Executive Committee is two consecutive terms of two years.
(a) Any Member may be nominated by another Member to be a Director at the Annual General Meeting.
(b) Elections of Directors will take place at the Annual General Meeting.
Upon resignation pursuant to Section 9.20 or Section 9.21, death or disqualification of a Director, the majority of the Board may appoint a substitute to take the place of such Director and to hold office until the next Annual General Meeting (the "Substitute Director"). Such Substitute Director will be entitled to hold office until the next Annual General Meeting.
(a) Should a Director fail to attend three consecutive meetings of the Board, she or he will receive notice from one or more members of the Executive Committee requesting such Director's confirmation that he or she (the "Resigning Director") intends to resign from the Board as such absences constitute a "deemed resignation" (the "Notice").
(b) Upon receipt of the Notice, the Resigning Director will have thirty (30) days to respond to the Executive Committee. No response will indicate the Resigning Director agrees that she or he has resigned from the Board.
(c) Notwithstanding the above, no Notice shall be sent by the Executive Committee unless such Notice has been approved by a majority of the Executive Committee.
(a) A Director may resign from the Board upon written notice to the President.
(b) An Officer may resign from the Executive Committee upon written notice to the Board.
9.22 Removal from Office
Any Director or Officer may be removed by a majority vote of the Members (in person or by proxy) at a Special Meeting called for such purpose.
9.23 Protection and Indemnity of Directors and Officers
(a) Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.
(b) No Director or Officer is liable for the acts of any other Director, Officer or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Society. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for the society, unless the act is fraud, dishonesty or bad faith.
(c) Directors or Officers can rely on the accuracy of any statement or report prepared by the Society’s auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.
10.1 Quorum
A quorum for conducting business at a meeting of the Board is fifty percent (50%) of the than Directors on the Board.
10.2 Calling of Meetings
Board meetings shall be held as required, but at least every two months, and may be called by any Director, the Executive Director, or by a member of the Executive Committee.
10.3 Meeting Minutes
Minutes shall be taken at all Board meetings and upon request such minutes shall be made available to any Member.
10.4 Voting
Only Directors may vote at Board meetings and all decisions of the Board can be made by a majority decision.
Any Member may attend a Board Meeting as an observer without the entitlement to vote on any matters before the Board ("Observer Status"). If a Member is granted Observer Status, such Observer Status will be valid only for the meeting which it is granted.
10.6 Attendance of the Executive Director and other Employees
The Board may invite the Executive Director and other employees of TRUCK to attend a Board meeting for the purposes of providing information, updates and reports on the current activities of TRUCK. In no circumstances will the Executive Director or any other employee who is not a Director; be permitted to vote at such a Board meeting.
10.7 Resolutions in Writing
Notwithstanding any of the foregoing provisions of this By-law, a resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Board is as valid as if it had been passed at a meeting of the Board. A copy of every such resolution shall be kept with the minutes of the proceedings of the Directors. Any such resolution in writing is effective for all purposes at such time as the resolution states regardless of when the resolution is signed and may be signed in counterpart and in original or electronic form.
10.8 Participation by conference call
A meeting of the Board may be held by a conference call. Directors who participate in this call are considered present for the meeting.
10.9 Irregularities or Error
Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
10.10 Waive notice of meeting
A Director may waive formal notice of a meeting.
Article 11
BY-LAWS AND POLICIES
11.1 Review of By-Laws
Every two years from the date these By-Laws are approved, the By-Laws shall be reviewed by the Board to ensure that the By-Laws reflect the current practices of the Society and to submit amended By-Laws for approval by the Members as necessary.
11.2 Review of Board Policies
Every two years from the date these By-Laws are approved, the policies of the Board, including policies pertaining to the objects and roles of the committees shall be reviewed by the Board to ensure that the policies reflect the current practices of the Society. If any such policy requires amendment, or if a new policy is necessary, the By-Law and Policy Committee of the Board will make efforts to address these modifications or additions and present them to the Board for approval.
11.3 Amending the Bylaws
(a) These Bylaws may be cancelled, altered or added to by a Special Resolution at any Annual General or Special Meeting of the Society.
(b) The twenty-one (21) days’ notice of the Annual General or Special Meeting of the Society must include details of the proposed resolution to change the Bylaws.
(c) The amended bylaws take effect after approval of the Special Resolution at the Annual General Meeting or Special Meeting and accepted by the Corporate Registry of Alberta.
Article 12
Finance & ADMINISTRATION
12.1 The Registered Office
The Registered Office of the Society is located in Calgary, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board, as long as such change is communicated to Corporate Registry.
12.2 Financial year end
The financial year end of the Society is March 31.
12.3 Audit
There must be an audit of the books, accounts and records of the Society at least once each year. A qualified accountant appointed at each Annual General Meeting must do this audit. At each Annual General Meeting of the Society, the auditor submits a complete statement of the books for the previous year.
12.4 Borrowing Powers
(a) The Society may borrow or raise funds to meet its objects and operations. The Board has the authority to determine the amounts and ways to raise money, including giving or granting security.
(b) The Society may issue debentures to borrow only by resolution of the Board and confirmed by a Special Resolution of the Society.
12.5 Seal of the Society
(a) The Board may adopt a seal as the Seal of the Society.
(b) If so adopted, the Secretary has control and custody of the seal, unless the Board decides otherwise.
(c) The Seal of the Society can only be used by Officers authorized by the Board. The Board must pass a motion to name the authorized Officers.
12.6 Cheques of the Society
(a) The designated Officers of the Board sign all cheques drawn in amounts over $500 on the monies of the Society. The Executive Director is authorized to sign cheques for amounts under $500.
(b) Two signatures are required on all cheques.
(c) The Executive Director may not sign his own pay cheque.
12.7 Contracts of the Society
All contracts of the Society must be signed by the Executive Director or other persons authorized to do so by resolution of the Board
12.8 The Keeping and Inspection of the Books and Records of the Society
(a) The Minute Books of the Society are kept at the Registered Office of the Society. This record contains minutes from all meetings of the Society, the Board and the Executive Committee.
(b) The Society keeps and files all necessary books and records of the Society as required by the Bylaws, the Societies Act, or any other applicable statute or laws.
12.9 Inspection of Books and Records
(a) A Member wishing to inspect the books or records of the Society must give reasonable notice to the Executive Director of the Society of his intention to do so. Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by the Society, during normal business hours.
(b) All financial records of the Society are open for such inspection by the Members, during normal business hours and with reasonable notice.
(c) Other records of the Society are also open for inspection, except for records that the Board designates as confidential.
(d) Reasonable notice must be provided.
Article 13
MISCELLANEOUS
13.1 Dividends
The Society does not pay any dividends or distribute its property among its Members.
13.2 Dissolution
(a) If the Society is dissolved, any funds or assets remaining after paying all the debts are to be paid to a non-profit organization with objects that has objects similar to those of the Society.
(b) Members are to select the organization to receive the assets by special resolution. In no event do any Members receive any assets of the Society.
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