Revised Bylaws as Adopted by Board

 

Part 1 – Definitions and Interpretation 

 

Definitions 

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1.1    In these Bylaws:

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“Act” means the Societies Act of British Columbia as amended from time to time;

“Board” means the Directors of the Society;

“Bylaws” means these Bylaws as altered from time to time.

 

Definitions in Act apply 

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1.2    The definitions in the Act apply to these Bylaws.

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Conflict with Act or regulations 

 

1.3    If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

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Part 2 – Members 

 

Eligibility for Membership 

 

2.1    A person may become a Member of the Society upon payment of the Membership fee, as determined by the Board. 

 

Term of Membership

 

2.2  

(a) A Membership is for a specific concert season. It begins at the time of the payment of the Membership fees and, provided it remains in good standing, expires at the end of that concert season’s fiscal year.

(b) Notwithstanding the limitations defined in subsection (a) the Membership of a Director of the Board is deemed to carry through until the annual general meeting closing the fiscal year.

 

Rights and privileges of Membership 

 

2.3    A Member in good standing is entitled to:

    

(a) attend all remaining concerts of the concert season;

(b) attend and vote at any special or general Membership meeting convened during the period the Membership is active;

(c) stand for office and serve as a Director of the Board;

(d) serve as a volunteer for the organization;

(e) bring a guest(s) to a concert with the purchase of a single-event pass.

 

Responsibilities of Members 

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2.4    To remain in good standing, a Member is expected to:

    

(a) abide by these Bylaws and 

(b) to behave at KCCA concerts in a manner respectful of the performers and other Members.

 

Termination of Membership 

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2.5     

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(a) The Board, at its sole discretion, may determine a Member not to be in good standing. 

(b) Upon such a finding, the Board may revoke a person’s Membership.

(c) If a Membership is revoked, the Board shall refund a share of the Membership fee proportional to the remaining concerts of the season, if any.

 

Part 3 – General Meetings of Members 

 

Time and place of general meeting 

 

3.1    

 

(a) The Annual General Meeting of the Society shall take place on a date that falls within four months following the last day of the financial year.

(b) The Annual General Meeting shall take place within the community of Kelowna.

(c) Members shall be notified by regular or electronic mail of the date, time and place of the Annual General Meeting between 14 and 60 days prior to the date of the meeting. 

 (d) In the rare event of an urgent and time-sensitive matter, a special meeting of Members may be convened. In such circumstances, the notification period may be shortened, but all other bylaws relating to general meetings apply.

 

Notice of special business 

 

3.2    A notice of a general meeting may be issued via regular or electronic mail. It must state the nature of any business, other than ordinary business, to be transacted at the meeting, in sufficient detail to permit a Member receiving the notice to form a reasoned judgment concerning that business.

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Chair of general meeting 

 

3.3    The following individual is entitled to preside as the chair of a general meeting:

 

(a) an individual appointed by the Board, or, alternatively:

(b) the President, the Vice-President, or one of the other Directors in attendance at the meeting, if neither the President nor the Vice-President is able to preside as the chair.

 

Alternate chair of general meeting 

 

3.4    If no individual entitled under these Bylaws is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting Members who are in attendance must elect an individual present at the meeting to preside as the chair.

 

Quorum for general meetings

 

3.5    Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting Members is in attendance.

 

3.6    The quorum for the transaction of business at a general meeting is 7 voting Members.

 

3.7    If, within 30 minutes from the time set for holding a general meeting, a quorum of voting Members is not in attendance,

 

(a) in the case of a meeting convened at the request of Members, the meeting is terminated, and

(b) in any other case, the meeting stands adjourned to the same day in the following week, at the same time and, if applicable, the same place.

(c) if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting Members who are present constitute a quorum for that meeting.

 

3.8    If, at any time during a general meeting, there ceases to be a quorum of voting Members present, business then in progress must be suspended until there is a quorum in attendance, or until the meeting is adjourned or terminated.

 

Order of business at general meeting 

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3.9    The order of business at a general meeting is as follows:

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(a) elect an individual to chair the meeting, if necessary; 

(b) determine that there is a quorum; 

(c) approve the agenda; 

(d) approve the minutes from the last general meeting; 

(e) deal with unfinished business from the last general meeting; 

(f) if the meeting is an annual general meeting, 

(i) receive the Directors’ reports on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of Directors’ activities and decisions since the previous annual general meeting, 

(iii) elect or appoint Directors, and 

(iv) appoint an auditor, if any; 

(g) deal with new business, including any matters about which notice has been given to the Members in the notice of meeting;

(h) terminate the meeting. 

 

Methods of voting 

 

3.10    At a general meeting, voting shall be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting Members, except that if, before or after such a vote, 2 or more voting Members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting shall be by a secret ballot.

 

3.11    Voting by proxy is not permitted.

 

Announcement of result 

 

3.12    The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

 

Part 4 – Directors 

 

General 

 

4.1    

 

(a) The affairs and governance of the Society shall be in the hands of a Board of Directors.

(b) A Director shall be a volunteer and a Member of the Society in good standing.

 

Number of Directors on Board 

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4.2    The Society shall have no fewer than 3 Directors.

 

Election or appointment of Directors 

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4.3    At each annual general meeting, the voting Members shall elect or appoint Directors to new or renewed terms on the Board.

 

Term of election or appointment of Directors 

 

4.4    A Director is elected or appointed to a 2-year term, which may, with the consent of the voting Members at an annual general meeting, be renewed up to twice more, for a total of 6 years in office.

 

Directors may fill casual vacancies on Board

 

4.5    

(a) The Board may, at any time, appoint a Member as a Director to fill a vacancy or to address any other operational requirements.

(b) The term of a Director appointed in such a way expires at the next annual general meeting but may be renewed by a vote of the Members in attendance at that meeting.

 

Director adherence to Society policies

 

4.6     

(a) The Board may require Directors who are expected to handle funds of the Society to undergo a third-party due-diligence process, such as a police or credit check.

(b) Such processes shall be carried out by, or on behalf of, the President, in keeping with best practices for confidentiality, sensitivity and discretion.  

(c) All Directors elected or appointed to the Board shall adhere to the Society’s written Policies and Procedures Guidelines, including its Privacy and Confidentiality Policy for Directors, as amended from time to time. 

 

Part 5 – Directors Meetings 

 

Calling Directors meeting 

 

5.1    

(a) A meeting of Directors may be called by the President or by a majority of other Directors.

(b) At least 7 days notice of a Directors meeting must be given, unless all  Directors agree to a shorter notice period.

(c) The accidental omission to give notice of a Directors meeting to a Director, or the non-receipt of a notice by a Director, does not invalidate proceedings at the meeting. 

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Quorum of Directors 

 

5.2    Quorum for the transaction of business at a Directors meeting is a majority of the Directors.

 

Conduct of Directors meetings 

 

5.3    

(a) Each Director present at a meeting of the Board shall have one vote.

(b) Voting by proxy is not permitted.

(c) Directors may conduct the proceedings of their meetings as they see fit.

 

Termination of Director 

 

5.4    Under exceptional circumstances and for a demonstrable cause, a Director may be removed from the Board through a resolution passed by 75% of Directors present at a duly convened meeting.

 

Part 6 – Board Positions 

 

Executive and other Board positions

 

6.1    

(a) The Society’s Board shall designate an Executive, consisting of the following positions: President; Secretary; Treasurer. 

(b) The Board may choose to add other Directors to its Executive, such as a Vice-President and/or a Past President.

(c) Other Directors may hold designated positions that signify a specific area of responsibility, such as Programming Director, Membership Director, or Volunteer Director.

(d) Directors who are elected or appointed to the Board in addition to the positions described in these Bylaws are deemed to be Directors at large.

 

Role of President 

 

6.2    The President is the chair of the Board and is responsible for presiding at Board meetings and supervising other Directors in the execution of their duties.

 

Role of Vice-President 

 

6.3    The Vice-President is the Vice-chair of the Board and is responsible for carrying out the duties of the President if the President is unable to act. 

 

Role of Secretary 

 

6.4    The Secretary is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notices of general meetings and Directors meetings; 

(b) taking minutes of general meetings and Directors meetings; 

(c) keeping the records of the Society in accordance with the Act; 

(d) filing the annual report of the Society and making any other filings with the registrar as required under the Act;

(e) performing such other duties as are assigned by the Board.

 

Absence of Secretary from meeting 

 

6.5    In the absence of the Secretary from a meeting, the Board shall appoint another individual to act as Secretary at the meeting.

 

Role of Treasurer 

 

6.6    The Treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the Members or other sources, and safely investing the Society’s surplus capital;

(b) paying the debts of the Society;

(c) keeping accounting records in respect of the Society’s financial transactions, preparing the Society’s budgets and financial statements, and submitting reports to the Board and, as required by the Board, to the annual general meeting;

(d) filing the Society’s tax forms and remitting all payments on time. 

 

Roles of other Directors 

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6.7    As specified in Section 6.1 (c), the board may assign specific portfolios of responsibility to individual Directors, as follows:

 

(a) ​The Membership Director shall supervise the Membership campaign and maintain the Membership lists.  ​

(b)The Program Director shall identify, vet and recommend to the Board potential artists; and negotiate and administer contracts, establishing timeframe, costs and technical requirements within a budget established in conjunction with the Treasurer. ​

(c) The Communications Director shall facilitate contact between the Society and the Membership. The Communications Director shall also lead the society’s publicity efforts to further the goals of the Society

(d) The Volunteer Director shall work with the Program Director to ensure there are sufficient volunteers in place to carry out concert duties, including those related to ticketing, merchandise sales, and Member support.

 

Committees 

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6.8    The Board may establish standing, as well as ad-hoc, committees.

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(a) The Board shall determine the terms of reference for, and delegate responsibilities to, committees, as the Board sees fit.

(b) Committees are chaired by a Director and may include as voting Members other Directors and/or other Members of the Society.

(c) Directors who are not formal Members of a committee may nevertheless attend any committee meeting in a non-voting capacity.

(d) Within their terms of reference, committees are empowered to operate according to their own rules.

(e) Committees shall report regularly to the Board and, as appropriate, to the Membership at a general meeting.

(f) The Board retains final approval over all committee decisions or recommendations.

 

 

Part 7 – Remuneration of Directors and Signing Authorities 

 

Remuneration of Directors 

 

7.1    

(a) The Society shall pay no remuneration to any Director.

(b) The Society may reimburse Directors for appropriate and receipted out-of-pocket expenses incurred in the furtherance of the Society’s business.

 

Signing authorities 

 

7.2    

(a) A performance or other contract negotiated on behalf of the Society must be signed by the President or another Director designated by the Board.

(b) The Board shall designate the President, the Treasurer, and the Secretary as eligible signing authorities for financial matters, and may also assign such responsibility to other Directors, as required and appropriate. 

(c) All payments made on behalf of the Society, whether by cheque, e-transfer or other mechanisms, require the consent of 2 signing authorities.

 

Part 8 – Revenues and Borrowing

 

Revenue sources 

 

8.1    

(a) Operating as a non-profit with no paid staff, the Society’s principal source of revenues shall be through the sale of Memberships, which shall serve as subscriptions to full or partial concert seasons.

(b) The board shall, on an annual basis, set the Membership fees for the upcoming season, which may include discounts for early Membership registration, students rates, or for other purposes such as gifts or publicity handouts.

(c) Other sources of income may include interest or other investment income.

(d) At the discretion of the Membership Director, passes may be sold for individual concerts, provided the purchaser is accompanying a Member.

(e) The Board may, at its discretion, explore other revenue sources permitted under the Act, including sponsorship, advertising, or grants.

 

Borrowing money 

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8.2    The Society shall not borrow money from any source.

 

Part 9 – Amendments

 

Amendments to the bylaws 

 

9.1    The bylaws of the Society may be altered or amended by a special resolution passed by a majority representing 75% of the voting Members attending a duly-convened general meeting. 

 

Part 10 – Dissolution

 

10.1 

(a) In the event of the termination of the Society’s operations, the organization shall be dissolved, its debts repaid and its remaining assets, if any, disbursed according to the procedures outlined in the Act and associated regulations.

(b) Subject only to the rules set out in legislation and the repayment of debts, the Society shall endeavour to disburse any remaining assets in the following manner and order:

(i) Reimbursing, in a fair and equitable manner, existing Members for concerts they paid for but were unable to attend due to the termination of operations;

(ii) Beyond the Society’s Membership, no proceeds of dissolution shall be distributed to the benefit of any other private individual.

(iii) Further proceeds shall be donated to one or more corporations, funds, foundations, agencies or institutions that operate exclusively for charitable, scientific, literary or educational purposes, particularly if their mission is to advance the performing arts.

(iv) No proceeds shall be distributed to organizations whose substantial activities relate to propaganda, lobbying or politics.

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