Bylaws of Collectif d’artistes de Glengarry Artists’ Collective [CAGAC]

It has been a busy year of positive changes for The Collective. Our bylaws need to reflect that and changes be approved by the membership at our Annual General Meeting on 21Nov18. Accordingly, underlined material below will be removed & replaced by the bolded material juxtaposed to it. Changes are at:

ARTICLE I. NAME OF ORGANIZATION     

ARTICLE III. MEMBERSHIP, Section 4

ARTICLE IV. MEETINGS OF MEMBERS, Section 2

ARTICLE V. BOARD OF DIRECTORS, Section 1

ARTICLE VI. DIRECTORS, Section 7 & 8

ARTICLE VII. COMMITTEES, Section 1

Feel free to write to the Board at cagac.ca@gmail.com with any questions/suggestions you may have. Thank you for your involvement!

V.7.1 Oct18 Draft

ARTICLE I. NAME OF ORGANIZATION

Glengarry Artists’ Collective / Collectif d’artistes de Glengarry Collectif d’artistes de Glengarry Artists’ Collective [CAGAC or The Collective]

ARTICLE II. CORPORATE PURPOSE

Section 1. Specific Purpose

The Collective is a not-for-profit assembly of artists engaging with residents to create community-building neighbourhood programs and significant personal and community growth. The Collective offers a unified voice to the artistic and cultural community.

The objectives of The Collective are to provide:

  • Sites and occasions for exhibitions, readings, concerts – in short, celebrations of art and culture
  • Forums for the exchange of knowledge and experience
  • Gatherings to promote and encourage knowledge and enjoyment of arts and culture, particularly the visual and performance arts.

The Collective will hold at least two (2) events annually.

The Collective shall be non-partisan and not lend its support to any candidate or party for public office.

Section 2. Meeting Place

Members Meetings shall be held in Glengarry County, unless otherwise notified.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Candidates for membership must reside in Glengarry County. Candidates shall be governed by the Bylaws of The Collective.

A candidate’s work must be original – i.e. not a copy of other’s work – to be considered for Collective purposes. For all members, using or closely imitating the works of another artist – literary, visual, musical, etc. – without authorization or crediting of the original artist is unacceptable. Similarly, Collective membership is open only to artists – no matter their media – not crafters. The distinction is at the discretion of the Board.

A candidate is considered a member once the Board has approved the membership and received full payment of membership fees.

Section 2. Annual Dues

There will be an annual membership fee, subject to amendment by the Board, renewable each year on the date of admission. Privileges and benefits of membership will not commence until full payment is received. If payment is not received within thirty (30) days of renewal notice, membership will be revoked. Extenuating circumstances will be considered by, and be at the discretion of, the Board.

Section 3. Other Fees

The Board may, at its discretion, levy fees for participation in events such as exhibitions, readings, etc., and waive or reduce fees in specific instances, and authorize promotional discounts.

Section 4. Rights and Benefits of Members

  • Members have the right to participate in events organized by The Collective, following guidelines set by the Board per event.
  • Members benefit from discounts offered by businesses or services offered to The Collective membership.
  • The Collective will promote – via social media, The Collective Website Express newsletter and/or other means – events of individual members, even if that event is not sponsored by The Collective. The Collective may also promote shows it feels to be of interest to the membership.
  • The Collective shall not be responsible in any way for exhibits or other endeavours by individuals or groups, other than those organized directly by The Collective.

Section 5. Privacy Act

All information shared by a member with the Board is to be shared only with Board members and not with other members or with the public, except by oral or written consent of the member in question, or as required by law.

Section 6. Resignation and Termination

Any member of The Collective may be expelled by a majority vote of the Board for just cause – as determined by the Board (e.g. habitual non-compliance with Collective directives, presenting plagiarized work, slandering Board or Collective members.)

Any member of The Collective may resign membership at any time upon discharging any lawful liability outstanding on the books of The Collective. Refund of membership fees will be at the Board’s discretion.

Members moving from Glengarry maintain the balance of their annual membership, but cannot renew. Refund of membership fees will be at the Board’s discretion.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Member Meetings

All members are invited to attend Member Meetings. At least one (1) week notice shall be given specifying time, place, and agenda. A non-member may attend by special invitation only: any member may extend a special invitation, but permission must be received verbally, by email, or by other means from a Board member.

The President shall preside over all member meetings: if the President is indisposed, the Vice-President or designate shall preside in their place.

Section 2. Annual General Meeting

The Annual General Meeting of the Collective will be held each fall within forty-five (45) sixty (60) days of the fiscal year end at a time and place determined by the Board. Notice of at least one (1) month shall be given.

  • The President shall report on the activities of the prior year
  • The Treasurer shall present the past Fiscal Year Financial Statements• Other matters shall be discussed as appropriate
  • Officers (e.g. Membership, Treasurer, Media) shall be elected from within the Board at the first Board meeting following the AGM.

Section 3. Special Meetings

The Board or a majority thereof may call Special Meetings. At least one (1) week notice and an agenda shall be sent by email, unless a member requests another method in advance.

Section 4. Minutes

Minutes of the proceedings of all Member and Board meetings shall be entered in records to be kept for that purpose by the Secretary. The person presiding at a meeting at which previous minutes are adopted shall sign the entry of such minutes.

ARTICLE V. BOARD OF DIRECTORS

Section 1.

There shall, at any given time, be no more than seven (7) Board members and no fewer than five (5). The initial Board are the founding members of The Collective and shall occupy the following positions (*for duties see Article VI: Officers):

  • President
  • Vice-President
  • Past President
  • Treasurer
  • Secretary
  • Membership
  • Media and Advertising
  • Director at large, as needed
Directors shall be members in good standing: vacancies will filled and ratified or elected elected by the membership at the Annual General Meeting.

A Nominating Committee shall provide a slate of directors for the AGM. (See Article 6, Section 3.) A term of office is two (2) years.

A Director can only be elected stand for a total of three (3) consecutive terms, unless this restriction is waived at the AGM by a majority vote.

Section 2. Requirements

A Director in good standing must attend at least three-quarter of the Board meetings per year or forfeit their position. Allowance can be made for special circumstances at the discretion of the board.

Section 3. Forfeiture

A member of the Board who fails to fulfil any of their requirements and duties as set forth in these Bylaws for more than four (4) months shall automatically forfeit their position on the Board. The President shall notify such a Director in writing that they have been removed from the Board. Persons forfeiting their position on the Board will not be eligible for election to the Board for a minimum of two (2) years.

The Board may immediately proceed to fill the vacancy.

Section 4. Removal

Any member of the Board may be removed from their position and/or seat, with or without cause, at any time, by consensus of other Board members, if in their judgment the best interest of The Collective would be served. Each member of the Board must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.

Section 5. Board Vacancy

In the event of a vacancy, bringing the Board to fewer than five (5) members the remaining Board shall appoint a replacement by majority vote without undue delay. The replacement will be ratified or replaced by election at the next AGM.

Section 6. Compensation

Members of the Board, Chairs of committees, and other members shall not receive any compensation for their services. All positions on the Board are on a volunteer basis.

Section 7. Regular Board Meetings

The Board shall meet once a month or as necessary. The Board, according to their availability, shall determine the date, time and location of meetings. The notice of meeting and an agenda will be given at least one (1) week in advance.

Section 8. Special Board Meetings

Special Meetings of the Board may be called by, or at the request of, the President or any two (2) members of the Board. Those calling a Special Meeting of the Board shall choose the location. Notice of Special Meetings and an agenda will be given at least three (3) days in advance, except in a time- sensitive emergency, when a notice of twenty-four hours will suffice.

Section 9. Quorum

The presence of a majority of Board members shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.

  • Board Meeting – a simple majority of 50% + one (1) of Board Members will constitute a quorum.
  • AGM and Member Meetings requiring a vote – one (1) member, one (1) vote. A quorum at any meeting of the members shall be 10% of the members entitled to vote. Proxies are acceptable. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
  • Any decision of a majority of the quorum shall be the decision of the Board, unless the act of a greater number is required by law, or by these bylaws.

Section 10. Confidentiality

Board members shall use discretion and good business judgment in discussing the affairs of The Collective with third parties, including members of The Collective.

Board members shall not share or discuss with anyone outside of the Board confidential information regarding any aspect of The Collective, its membership, or differences of opinion among Board members without the explicit permission of all Board members involved. Board members may discuss finances of The Collective, including, but not limited to, accounts on deposit in financial institutions.

ARTICLE VI. DIRECTORS

Section 1. President

  • Calls and presides at all Member Meetings, Board Meetings and the AGM
  • Decides on all matters not covered by the Bylaws by authority of Robert’s Rules of Order
  • Is ex-officio member of all committees
  • Has general and active management of the business of this Board
  • Sees that all orders and resolutions of the Board are carried out;
  • Sees that all proposals are brought before the Board for approval;
  • Submits a report summarizing the yearly activities of The Collective at the AGM.

Section 2. Vice-President

  • Attends all Member Meetings, Board Meetings and the AGM
  • Chairs any meeting in the absence of the President
  • Carries out duties as assigned by the President.

Section 3. Past-President

  • Chairs Nominating Committee and is in charge of Elections
  • Casts the deciding vote in case of a tie
  • Provides guidance and support to elected President
  • This role will be vacant until the first President becomes the Past President. Pending this role being filled, the vice president will carry out the duties.

Section 4. Secretary

  • Attends Member Meetings, Board Meetings and the AGM or appoints a substitute from the Board if unable to attend
  • Records and distributes Minutes of Meetings and all resolutions passed
  • Records all amendments to The Collective Bylaws.

Section 5. Treasurer

  • Attends all Member Meetings, Board Meetings and the AGM
  • Receives all monies and deposits them in the appropriate bank account
  • Keeps proper books with entries of all receipts and payments
  • Prepares cheques for signatures and then forwards them to the payees
  • Submit for Board approval all expenditures not specifically included in the budget
  • Prepares the annual financial statements for the AGM
  • Prepares complete and accurate finance reports for each Regular Board meeting
  • Prepares (with assistance of a committee) and maintains an annual budget and brings all exceptions to the attention of the Board.

Section 6. Membership

  • Attends all Member Meetings, Board Meetings and the AGM
  • Collects membership forms and records/maintains a current list of names, addresses, etc. in a comprehensive form (e.g. Excel Spreadsheet)
  • Tracks membership expiry dates and gives at least two (2) weeks renewal notice to members
  • Distributes membership receipts and membership cards
  • Maintains/updates membership lists with sponsors who offer partnership agreements (e.g. Hachem.)

Section 7. Media and Promotion

  • Attends all Member Meetings, Board Meetings and the AGM
  • Oversees all media presence (social and traditional) of The Collective and its endeavours
  • Gathers information and promotes exhibits, etc. of Collective members
  • Coordinates promotion initiatives
  • Oversees the compilation and issuing of The Collective’s newsletter.
  • Oversees the updating and curating of website.

Section 8. Director at Large (as needed)

  • Attends all Member Meetings, Board Meetings and the AGM
  • May take on specific duties, as needed, such as fundraising, special projects, etc.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board may create committees as needed, such as fundraising, special projects, data collection, etc. The Board shall appoint all Committee Chairs who may be drawn from the Board or the general membership.

Chairs and members of all committees shall be under the obligation and supervision of the Board at all times. The Board must approve all plans, activities, and proposals.

Chairs and members of all committees shall be under the obligation and supervision of the Board.

Section 2. Committee Dissolution

When the mandate of a Committee has been fulfilled, the committee may be dissolved by the Board, or kept open for future endeavours.

ARTICLE VIII. BOOKS AND RECORDS

Section 1. Books and Records

The Collective shall keep complete books and records of accounts and minutes of the proceedings of all Member Meetings, Board Meetings and the AGM. All records, minutes, and other forms of record keeping shall be kept on file and accessible to all members of the Board and Chairs of committees.

Section 2. Finances and Signing Authority

Banking for The Collective shall be conducted at a bank selected and approved by the Board.

  • Fiscal year shall end September 30th
  • The Board shall authorize all non-budgeted expenses
  • Cheques shall bear the signatures of any two (2) of the three (3) signing officers.

ARTICLE IX. AMENDMENTS

Section 1. Bylaws

The Board may amend these Bylaws subject to approval by majority vote at the AGM.

Section 2. Voice

The President shall be the official spokesperson with the authority to speak or write on behalf of The Collective. However, the President may delegate this authority to another Board or general member in any circumstance deemed necessary and/or beneficial to The Collective.

Section 3. Dissolution

In the event The Collective disbands, all remaining money/assets will be dispersed among other Glengarry organizations chosen by the Board: the selection to be presented for approval by the same Board at the AGM or a Special Meeting.

Passed by the Board on:                                         19 July 2017

Confirmed by the Members:                                 25  October 2017

Changes approved by members:                         21 November 2018