By-laws of Powerhouse Theatrical Society
Sections
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DEFINITIONS
1.0 In these by‑laws (including this by‑law) the following words and phrases will have the meaning set out below, unless there is something inconsistent in the context.
1.1 Act means the Society Act, RSBC 1996 ch. 433.
1.2 Annual General Meeting or AGM means a meeting of the members held pursuant to the Act and pursuant to paragraph 4.1 of the by‑laws.
1.3 Directors Meeting means a meeting of the directors held pursuant to Article 5 of the by‑laws.
1.4 General Meeting means a meeting of the members held pursuant to the Act and pursuant to Article 4 of the by‑laws.
1.5 Meeting means either an Annual General Meeting or a General Meeting or both, as the context may require.
1.6 Regulations mean the rules and regulations passed pursuant to Article 13 of the By‑laws.
1.7 Special Business means:
- all business at a General Meeting except the adoption of rules of order; and,
- all business that is transacted at an Annual General Meeting, except:
- the adoption of rules of order;
- the consideration of the financial statements;
- the report of the directors;
- the report of the auditor, if any;
- the election of directors;
- the appointment of the auditor, if required; and,
- such other business as, under these by‑laws, ought to be transacted at an Annual General Meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the Meeting.
1.8 Special Resolution means a resolution as defined by the Act.
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MEMBERSHIP
2.1 Membership must consist of:
- Active members, who are the applicants for incorporation of the Society and those persons who have subsequently become members, in accordance with these by‑laws and, in either case have not ceased to be members; and,
- Honourary members who are any person, who in the opinion of the Board of Directors, merits honourary membership and accordingly shall be eligible for admission as an honourary member of this Society provided that the number of honourary members does not exceed the number of other members.
- Life members who are any person who in the opinion of the Board of Directors, merits life membership and accordingly shall be eligible for admission as a life member of this Society, subject to ratification of the membership by special resolution.
2.2 Application. A person may apply to the directors for membership in the Society and, on acceptance, shall be a member. If the person is not a natural person but is otherwise a recognized legal entity, then it may apply to the directors for membership in the Society provided that the legal entity appoints in writing a duly authorized representative and submits to the directors such documents as they may require to establish the validity and identity of such appointment and, on acceptance, shall be a member.
2.3 The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the AGM of the Society.
2.4 A member may withdraw from the Society by tendering his or her resignation in writing to the Secretary of the Society or may be expelled from the Society by Special Resolution of the members passed in a General Meeting called for that purpose.
2.5 All members are in good standing except a member who, not being a life member, has failed to pay his current annual membership dues or any other subscription or debt due and owing by him to the Society and such member is not in good standing so long as the debt remains unpaid.
2.6 Every member must uphold the Constitution and comply with these By‑laws.
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VOTING
3.1 Each member and life member is entitled to cast one vote at any Meeting of the Society.
3.2 Voting is by show of hands unless three or more members request a secret ballot.
3.3 Voting by proxy is not permitted.
3.4 A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of the member and that representative must be reckoned as a member for all purposes with respect to a meeting of the society.
3.5 An Honourary member is not entitled to vote.
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MEETINGS
4.1 An AGM must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding AGM.
4.2 Calling General Meeting. General Meetings of the Society may be called at any time by the directors. In addition, 15% or more of the members may, at any time, by notice in writing specifying the purpose of the meeting, (such notice to be signed by them and delivered to the Secretary) require the directors to call a General Meeting of the Society and the directors must thereupon immediately call a General Meeting of the Society.
4.3 General Meetings of the Society may be called by written notice by Fax, Email, and publication in the Society's newsletter or mailed, prepaid, at least 14 days before the date of the meeting.
4.4 Notice of a General Meeting must specify the place, day and hour of meeting, and, in the case of Special Business, the general nature of the Special Business.
4.5 The accidental omission to give notice to, or the non‑receipt of the notice of a meeting by any member shall not invalidate proceedings at the meeting.
4.6 Quorum. The quorum at all Meetings must be twelve of the members, of whom any five must be present throughout the meeting, at the time when a Meeting proceeds to business but the quorum need not be present throughout the Meeting.
4.7 Adjournment. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, must be dissolved; in any other case it must stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, those persons present and being or represented by proxy, and being members entitled to attend and vote at the meeting shall be a quorum.
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DIRECTORS
5.1 Number. The Board of Directors must consist of not less than six elected directors and not more than 15 elected directors. The number of directors within this range must be determined by Special Resolution at each AGM.
5.2 At each A.G.M .of the Society, the directors must retire. The election of directors may take place up to four months prior to or at the AGM. Retiring Directors are eligible for reelection
5.3 Vacancy. Any vacancy on the Board of Directors may be filled by the remaining directors.
5.4 If any director resigns his or her office, or without reasonable excuse absent himself from three or more directors' meetings, or is suspended or expelled from the Society, the directors must declare his or her office vacated and may appoint a member as a director in his place to hold office until the next AGM.
5.5 Management. The management and administration of the affairs of the Society is vested in the directors. In addition to the powers and authorities given by these By‑Laws or otherwise expressly conferred upon them, the directors may exercise all such powers of the Society and do all such acts and things on its behalf except those acts or things that are required by the Act or by the by‑laws to be exercised or done by the Society at a General Meeting.
5.6 Directors' meetings. The directors must meet at such times and places as they may determine, and may adjourn any meeting at pleasure. The quorum at all meetings of directors must be a majority of the directors then in office unless otherwise decided by the directors. Questions arising at any meeting of the directors and any committee of directors must be decided by a majority of votes and, in case of an equality of votes, the chairman must have a second or casting vote. A director may participate in a meeting of the Board or of any committee of the directors by means of conference telephone or other communications facilities by means of which all persons participating in the meeting can hear each other and provided that all such persons agree to such participation. A director participating in a meeting in accordance with this paragraph is deemed to be present at the meeting and must be counted in a quorum therefor and be entitled to speak and vote thereat.
5.7 Process to initiate a directors' meeting. A director may, and the Secretary upon request of a director must, call a meeting of the Board at any time. Notice of such meeting specifying the place, day and hour of such meeting must be mailed, postage prepaid, addressed to each of the directors at his address as it appears on the books of the Society at least 48 hours before the time fixed for the meeting, or such notice shall be given to each director either personally or by leaving it at his usual business or residential address or by fax or other method of transmitting legibly recorded messages, at least 24 hours before such time. It is not necessary to give notice of a meeting of directors to any director immediately following a General Meeting at which such director shall have been elected or of the meeting of directors at which such director was appointed. All meeting dates will be posted in the Theatre one week before the meeting.
5.8 Directors shall not be paid for their services as directors, but their expenses on behalf of the Society may be defrayed by the Society with prior approval of the Board of Directors.
5.9 Any resolution of the directors signed by all of the directors has the same force and effect as if duly passed at a meeting of the Board of Directors held for that purpose.
5.10 Committees. Each Director has the discretion to delegate any, but not all, of their powers to a committee or committees provided at least one director is a member of the committee.
5.11 The committee so formed in the exercise of the power so delegated must conform to any rules that may from time to time be imposed on it by the directors and must report any act or thing done in the exercise of those powers to the earliest meeting of the directors to be held next after it has been done. Any committee member may be removed by a majority vote of the board of directors.
5.12 Indemnity. Subject to the Society Act, every director or officer on behalf of the Society and that person's heirs, executors and administrators (any one of whom is hereinafter called the "Agent") who has undertaken or is about to undertake any liability on behalf of the Society must, from time to time, and at all times, be indemnified and saved harmless out of the funds of the Society from and against the following: all costs, charges and expenses which the Agent sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against the Agent or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by the Agent in or about the execution of the duties of the office of director or in respect of any such liability. This indemnification must not, however, apply to those costs, charges or expenses as are caused by the Agent's own willful neglect or default.
5.13 Director's removal. A director may be removed from office by Special Resolution and another director may be elected by resolution of the members to serve during the balance of the term of the removed director.
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OFFICERS
6.1 The directors must meet as soon as possible following each AGM and elect the officers from amongst the directors to the offices as set out below. As well the directors may make certain appointments of persons who may not be directors but, in any event, must be members as required by paragraph 6.09 below.
6.2 A President, who must preside at all meetings of the Society, be the chief executive officer of the Society and must supervise the other officers in the execution of their duties.
6.3.1 A Vice President Theatrical, who will in the absence of the Chairperson, preside at meetings and assume all the duties of the Chairperson. The Vice President, Theatrical, will liaise with each production team producer and with the Artistic Director / Committee. The VP, Theatrical, will maintain an inventory of all moveable property and will arrange for and supervise committee heads for the scene shop, props room, and costume bank.
6.3.2 A Vice President, Technical, who will coordinate the business of the technical committees in maintaining the structure of the building and its equipment. The Vice President Technical, will arrange for and supervise committee heads for safety, structural, heating, lighting, sound, mechanical and electrical maintenance, and supervise the janitorial staff. The VP, Technical, shall advise the board on capital projects and liaise with the Theatre Rentals Director.
6.4 A Secretary who will:
- conduct the correspondence of the Society;
- issue notice of meetings of the Society and directors;
- keep minutes of all meetings of the Society and directors;
- have custody of all records and documents of the Society except those required to be kept by the treasurer; and,
- have custody of the common seal, if any, of the Society;
6.5 A Treasurer who will:
- keep the financial records, including books of account, necessary to comply with the Act; and,
- render financial statements to the directors, members and others when required.
6.6 A Communications Director who will liaise with each production team to prepare and publish materials relative to that production. The Communications Director will arrange for and supervise committee heads for archives, photography, web site, and internal communications.
6.7 A Business Director who will maintain the register of members, maintain records of production statistics, and liaise with Ticket Seller for each production’s tickets.
6.8 A Director or directors at large whose duties will be determined by the officers from time to time.
6.9 At the directors’ meeting referred to in paragraph 6.1 above, the directors must make the following appointments from amongst the members. The appointees may, but are not required to be, directors, all of whom must hold office until the next AGM.
6.9.1 An Artistic Director /Committee who will recommend a program of productions, workshops and play readings for the year. The Artistic Director / Committee will actively find directors and producers for each production and advise them on artistic matters and theatre policy.
6.9.2 A Theatre Rentals Director
6.9.3 Personnel for the following: Marketing Committee, Funding Committee, Key Master, Web Master, Bar Manager, Scholarship Coordinator, Spotlight Editor, Phoning Committee, Archives, reps for – Theatre BC, Ozone, Arts Council, and any other committees or positions deemed necessary.
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ACCOUNTS
7.1 The directors must cause true accounts to be kept of:
- all sums of money received and expended and the matters in respect of which the receipts and expenditures took place;
- assets and liabilities;
- all other transactions affecting the financial position of the Society.
7.2 The directors must present to the members of the Society at each AGM the financial statements showing income and expenditures of the Society during the preceding fiscal year.
7.3 The fiscal year of the Society must terminate at such time as the directors determine.
7.4 Financial Records. The accounts and books of the Society must be examined at least once in every year and their correctness ascertained by any two directors to be appointed at each AGM. The appointed directors must certify the correctness or otherwise of the Society's accounts as presented to each AGM of the Society.
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BORROWING
8.1 The directors may, subject to the Act, exercise all the powers of the Society to borrow or raise or secure the payment of money, in such manner and form, at such time or times in such amounts and upon such terms as they think fit.
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SEAL
9.1 The seal of the Society, if any, must be under the custody of the directors and must not be affixed to any document except by authority of a resolution of the Board and in the presence of those Officers or directors as may be prescribed by that resolution, and those Officers or directors to sign the document to which the seal of the Society is so affixed. The Resolution may waive affixing of the seal and authorize due execution on any document to be evidenced by the signature(s) of those persons designated by resolution of the Board to execute the document.
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ALTERATIONS OF BY-LAWS
10.1 These by-laws may be amended by a Special Resolution of the Society.
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RECORDS11.1 The directors must from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts, books and records of the Society or any of them must be opened to the inspection of members not being directors.
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MINUTES
12.1 The Secretary or some other officer specially charged by the Board of Directors with that duty must maintain and have charge of the minute books of the Society and must record or cause to be recorded therein minutes of proceedings of all meetings of members and directors.
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REGULATIONS 13.1 The Regulations of the Society, if any, shall be those which are deposited with the Secretary on the date of filing the application for incorporation of the Society. Thereafter, the directors have the discretion to amend the regulations or make further regulations that are not inconsistent with the Constitution and these by-laws.
top of page Page Last Modified:
March 7, 2009
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