g&s constitution (1980)

7/27/2019 G&S Constitution (1980)

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Gilbert and Sullivan Societyof Fredericton, Incorporated

By-Law No.1A By-Law relating generally to the

transaction of the business and affairsof Gilbert and Sullivan Society of

Fredericton, Incorporated

BE IT ENACTED as By-Law No.1 of GILBERT AND SULLIVAN

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s 'ociETY OF FREDERICTON, INCORPORATED (hereinafter referred to as the "Society)_as follows:

NAME1. The name of the Society is "Gilbert and Sullivan Society of Fredericton Incorporated."

PURPOSES2. THE PURPOSES OF THE SOCIETY ARE:

1) To foster, promote and increase the interest of the public in the works ofGilbert and Sullivan.2) To foster, promote and increase the interest ofFhe u ~ l i c in the dramatic areand in the correlated arts, as well as the presentation of dramatic works, inparticular the works of Gilbert and Sullivan, as by other means, such as the givingof lectures, the institution of competitions, the offering and granting of prizes forexcellence or proficiency in any branch of the dramatic arts, the establishment ofclasses for instruction and study, the offering of special terms of admission to theSociety's performances or other privileges to educational establishments, and byany other lawful means calculated to promote any of the objects f o r ~ ~ ~ ~ h ____ _ - _Society is established.

HEAD OFFICE3. The head office of the Society within the Province ofNew Brunswick will situate

at the city ofFredericton, the county ofYork and Province ofNew Brunswick.SEAL

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10. The directors may waive the initial payment of annual membership dies in thecase of ordinary members who, as of the dates of their respective applications, arepaid-up members in good standing of the Gilbert and Sullivan Society ofFredericton. (Amended #3)

1OA. Social members shall consist of such individuals, being of the full age of eighteenyears, as shall be admitted as social members by the directors or by authorizationof such person or person, designated by the directors to admit members, uponpayment of the annual membership dues. Social members shall be members fromthe date of their respective admission until the end of the fiscal year in which theywere admitted. Social memberships shall be renewed automatically on expiryprovided the annual membership dues as specified from time to time are paid.Social members shall not be entitled to notice of or to attend and vote at meetingsof the members of the Society, (Amended #3).

11. Membership in the Society is not transferrable.12. Membership in the Society ceases upon:

I) death;ii) in the case of annual members and

social members failure to pay the annualmembership dues as prescribed in paragraph 14; or

iii) delivery of a written resignation tothe secretary of the Society. (Amended #3).

DUES13. The annual membership dues for ordinary members and for social members shall

be determined by the members at the annual general meeting. (Amended #3)14. If any ordinary member or social member fails to pay his annual membership dues

within 30 days of the beginning of the fiscal year, he thereupon automaticallyceases to be a member of the Society, but such member may be readmitted tomembership by the directors upon payment of the annual membership dues.(Amended #3)

DIRECTORS15. The affairs of the Society shall be managed by the Board ofDirectors being seven

in number, consisting of the President, Vice-president, Secretary, Treasurer, andthree councillors, who may exercise all such powers and do all such acts andthings as may be exercised or done by the Society and which are not by the bylaws or any special resolution of the Society or by statute expressly directed or


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required to be done by the Society at a general meeting of the members. Withoutlimiting the generality of the foregoing, the directors may authorize and makeexpenditures for the purposes of furthering the objects and purposes oftheSociety.

16. To be eligible for election as a director, a person must be a life member orordinary member of the Society and have attained the age ofmajority. (Amended#3)

17. The director shall hold office for a term of one year unless removed in themeantime.

18. The directors shall be elected by the members at the Annual General Meeting on ashow ofhands unless a poll is demanded an, if a poll is demanded, such electionshall be by secret ballot.

19. The members, when electing the directors, shall designate one to be President, oneto be Vice-president, one to be secretary, one to be treasurer and three to becouncillors.

20. Subject to paragraph 21, retiring directors shall be eligible for re-election ifotherwise qualified and retiring directors shall continue in office until theirsuccessors shall have been duly elected or appointed unless removed in themeantime.

21. No director shall be designated as President for more than three consecutiveterms. No director shall be designated as Vice-president for more than threeconsecutive terms. No director shall be designated as secretary for more than threeconsecutive terms. No director shall be designated as treasurer for more than threeconsecutive terms. No director shall be designated as councillor for more than twoconsecutive terms.

22. The members of the Society may, by resolution passed by at least two-thirds ofthevotes cast at a special general meeting ofthe members ofwhich notice specifyingthe intention to pass such resolution has been given, remove any director beforethe expiration ofhis term ofoffice, and may, by a majority ofvotes cast at thatmeeting, elect any qualified person in his stead for the remainder ofhis term.

23. From time to time in the event of any vacancy, however caused, occurring in thedirectors (except through an increase in the number ofdirectors) such vacancymay, as long as there is a quorum of directors then in office, be filled by thedirectors from among the qualified members of the Society if they shall see fit todo so; otherwise such vacancy shall be filled at the next annual general meeting ofmembers; and any director appointed to fill any such vacancy shall hold office for


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the unexpired term of the director who ceased to be a director and who causedsuch vacancy.

24. The Board, shall declare the office of a director vacated and the person holdingsuch office shall cease to be a director:

I) if he ceases to be a life member or ordinary member of theSociety;ii) ifhe, without reasonable excuse, absents himself from threeor more Board meetings; oriii) if he, by notice in writing to the secretary ofthe Society,resigns his office. (Amended #4)

25. The directors of the Society shall serve without remuneration and no director shalldirectly or indirectly receive any profits from his position as such; provided that adirector may be paid reasonable expenses incurred by him in the performance ofhis duties.

MEETINGS OF DIRECTORS26. Meetings of the directors may be held at any place within the Province ofNew

Brunswick. A meeting of the directors may be convened by the President or anytwo directors at any time and the Secretary by direction of the President or of anyTwo Directors shall convene a meeting of the directors by notice given in themanner hereinafter referred to. The directors may, from time to time by resolution,determine to hold regular meetings of the directors and shall, by such resolution,fix the dates or times of such regular meetings; so long as any such resolution is ineffect the secretary shall convene such regular meetings by notice given in themanner hereinafter referred to.

27. Notice of any meeting of the directors shall be sent to each director at his latsknown post office address four days (exclusive of the day on which the notice issent but inclusive of the day for which notice is given) before the meeting is totake place; provided always that meetings of the directors my be held at any timewithout formal notice if all directors are present or those absent have waivednotice or have signified their consent in writing to the meeting being held in theirabsence. Notice thereof may be waived by any director.

28. For the first meeting of the directors to be held immediately following the electiondo the directors at the annual general meeting of the members, no notice of such


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meeting shall be necessary in order for the meeting to be duly constituted,providing that a quorum of the directors is present.

29. The presence of four directors shall constitute a quorum for the transaction of anybusiness.

30. Questions arising at any meeting of the directors shall be decided by a majority ofvotes cast by those present. In case of any equality ofvotes, the chairman of themeeting in addition to his original vote shall have a second or casting vote

OFFICERS31. There shall be a President, a Vice-president, a Secretary, aTreasurer and such other officers as the directors may from time to timedetermine. Terms of employment of any of the officers shall be settled from timeto time by the directors but, in the absence of an express direction to the contraryof a general meeting ofmembers, the employment of all officers shall be withoutfee.

32. Subject to paragraph 19, the directors shall elect and appoint the officers.33. If the office of the President shall be or become vacant, the Vice-president shall

become President. If the office of the Vice-president, Secretary or Treasurer, shallbe or become vacant, the Board may elect a director to fill such vacancy.

PRESIDENT34. The President shall be the Chief Executive Officer ofthe Society; he shall, if

present, preside at all meetings of the directors; he shall have the general andactive management ofthe business affairs of the Society; he shall see that allorders and resolutions ofthe directors are carried into effect; he shall have thegeneral superintendence and direction of all officers of the Society and shall seethat their duties are properly performed.

VICE-PRESIDENT35. The Vice-president shall be vested with all the powers and shall perform all the

duties of the president in the absence or inability or refusal to act of the President.He shall also perform such other duties as may from time to time be determinedby the board.

SECRETARY36. The Secretary shall attend all meetings of the directors and ofthe members and

shall record all acts and minutes of all proceedings in the books kept for thatpurpose. He shall give all notices required to be given to members and todirectors. He shall be the custodian of the Seal of the Society and of all books,papers, records, correspondence, contracts and other documents belonging to theSociety which he shall deliver up only when authorized by a resolution of the


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directors to do so and to such persons as may be named in the resolution, and heshall perform such other duties as may from time to time be determined by thedirectors.

TREASURER37. The treasurer shall keep full and accurate accounts of all receipts all

disbursements of the Society in proper books of account and shall deposit allmoney or other valuables in the name and to the credit of the Society in suchbanks as may from time to time be designated by the directors. He shall disbursethe funds of the Society under the direction of the directors, taking propervouchers therefor, and shall render to the directors at the regular meetings thereofofwhenever required ofhim an account of all his transactions as treasurer, and ofthe financial position of the Society. He shall also perform such other duties asmay from time to time be determined by the directors.

MANAGER38. The directors may from time to time appoint a manager, who may, but need not,

be one of the directors of the Society and may delegate to him full authority tomanage and direct the affairs and business of the Society excepting such mattersand duties as by law must be transacted or performed by the directors or by themembers in a general meeting. In the absence of any directions to the contrary, themanger shall have general supervision of the Society's property and premises.

COMMITTEES39. The directors may from time to time establish committees, appoint the members

and prescribe the duties thereof.MEETINGS OF MEMBERS

40. The Annual General Meeting ofthe members shall be held at anyplace within theCity ofFredericton on such day during the month of September in each year atsuch time as the directors may by resolution determine. At annual generalmeetings, there shall be presented a report of the directors of the affairs of theSociety for the previous year, a financial statement of the Society, and otherinformation or reports relating to the Society's affairs as the directors maydetermine.

41. Other meetings of the members, to be known as "Special General Meetings" maybe convened by order of the President or by the directors to be held at any dateand time and at any place within the City ofFredericton.

NOTICE OF MEETING OF MEMBERS


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42. Notice of the time and place of a general meeting of the members and the generalnature of the business to be transacted shall be sent to each member at his lastknown post office address at least seven days (exclusive of the day on which thenotice is sent but inclusive of the day for which notice is given) before themeeting is to take place or in lieu of such notice to each member individually, anotice of the time and place of a general meeting of the members published onceat least seven days before the date ofthe meeting in a newspaper having generalcirculation in the City ofFredericton shall constitute sufficient notice to allmembers, where ever they may reside, of such meeting. Provided always thatgeneral meetings of the members, either annual or special, may be held at anytime and place without such notice if all the members of the Society are presentand such business may be transacted thereat as may be transacted at any annual orspecial general meeting ofmembers. Members may also by writing waive noticeof a general meeting of the members.

43. The decision of the directors as to whether or not a newspaper has generalcirculation in the City ofFredericton area shall be final and conclusive.

44. The general meeting ofmembers shall be chaired by such life or ordinary memberof the Society as designated by the president. If no member of the Society is sodesignated, the meeting shall elect a chairman. (Amended #3)

45. Every life member and ordinary member is entitled to one vote. (Amended #3)46. At all meetings ofthe Society, every question shall be decided by a majority of the

votes of the members present in person unless otherwise required by the by-laws.Every question shall be decided in the first instance by a show ofhands unless apoll is demanded by any life or ordinary member. Unless a poll is demanded, adeclaration by the chairman that a resolution has been carried, or carriedunanimously or by a particular majority oflost or not carried by a particularmajority and an entry to that effect in the minutes shall be conclusive evidence ofthe fact without proofof the number or proportion ofthe votes recorded in favourofor against such resolution. In case of an equality ofvotes at any generalmeeting, whether upon a show ofhands or at a poll, the chairman is entitle to acasting vote. (Amended #3)

47. If, at any meeting a poll is demanded on the question of adjournment, it shall betaken forthwith without adjournment. If a poll is demanded on any other question,it shall be taken in such manner and either at once or later at the meeting or afteradjournment as the chairman directs. The result of the poll shall be deemed to be


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the resolution of the meeting at which the poll was demanded. A demand for apoll may be withdrawn.

48. The chairman may with the consent of any meeting adjourn the same from time totime and no notice of such adjournment need be given to the members. Anybusiness brought before or dealt with at any adjourned meeting which might havebeen brought before or dealt with at the original meeting in accordance with thenotice calling the same.

49. The presence of twenty-five per centum of the total number of life members andordinary members shall be necessary to constitute a quorum. No business shall betransacted at any general meeting of the members unless the requisite quorumshall be present at the commencement of such business. (Amended #3)

BANKING50. Cheques, drafts or orders for the payment ofmoney, notes and acceptances and

bills of exchange, may be drawn, accepted endorsed and signed by such officers ofthe Society and in such manner as the directors may from time to time prescribe.

DOCUMENTS51. Contracts, documents or any instruments in writing requiring the signature of the

Society may be signed by the President or the Vice-president and the secretary orthe Treasurer, and all contracts, documents , and instruments in writing so signedshall be binding on the Society without any further authorization of formality. Thedirectors may from tine ti time by resolution appoint any other officer or officersa/or director or directors on behalfof the Society to sign specific contracts,documents or instruments in writing generally. When required, the seal of thecompany shall be affixed to such contracts, documents and instruments in writing.

FISCAL YEAR52. The fiscal year of the Society shall terminate on the 31st day ofAugust in each

year.

- 53.AUDITORS

The members at the annual general meeting may but shall not be required toappoint an auditor. The foregoing shall not preclude the directors, where theyconsider it advisable, from appointing or retaining a chartered accountant or otherprofessional persons to examine the financial affairs of the Society.

BY-LAWS54. The directors may enact by-laws relating to the affairs of the Society generally and

the management, operation and use of its property and premises as they deemexpedient, provided that such by-laws shall have force and effect only until the


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next annual general meeting of the members of the Society, unless earlierconfirmed at a special general meeting ofmembers, when they shall be confirmed,and in default of such confirmation, such by-laws shall cease to have force andeffect.

INSPECTION OF RECORDS55. Any life member or ordinary member may inspect the Society's minute book, by

laws and other official records at any reasonable time upon request. (Amended #3)PROTECTION OF DIRECTORS

56. Each and every director of the Society shall assume office on the expressunderstanding, agreement and condition that every director of the Society and hisheirs, executors, administrators, estate and effects respectively shall from time totime and at all times be indemnified and saved harmless out of the funds of theSociety from and against all costs, losses, charges and expenses whatsoever whichsuch director sustains or incurs in or about any action suit or proceeding which isbrought, commenced or prosecuted against him of or in respect to any act, deed,matter or thing whatsoever made, done or permitted by him in or about theexecution of the duties ofhis office, and also from and against all other costs,losses charges and expenses whatsoever, including travelling expenses, which hesustains or incurs in or about or in relation to the affairs of the Society except suchcosts, losses, charges or expenses as are occasioned by his own wilful neglect ofdefault.

57. No director for the time being of the Society shall be liable for the acts, receipts,neglects or defaults of any other director or officer or employee of the Society orfor joining in any receipt or act for conformity or for any loss, damage of expensehappening to the Society through the insufficiency ir deficiency of title to any

'property acquired by order of the directors for or on behalf of the Society or forthe insufficiency of deficiency of any security in ro upon which any of the money,of, or belonging to the Society shall be placed out or invested or for any loss ordamage arising from the bankruptcy, insolvency, or tortious act of any person,form or corporation with whom or which any moneys, securities or effects of theSociety shall be lodged or deposited or for any other loss, damage or misfortunewhatsoever which may happen to the Society in the execution of the duties ofhisrespective office of trust or in relation thereto unless the same shall happen by orthrough his own wilful neglect or default.

INDEMNITIES TO DIRECTORS AND OTHERS


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58. The directors are hereby authorized from time to time to give indemnities ti anydirector or other person has undertaken or is about to undertake any liability onbehalfof the Society. Any action from time to time taken by the directors underthe authority of this by-;aw shall not require approval or confirmation by themembers.

NOTICES59. Any notice (other than notices of general meetings ofmembers) to be given to any

member, director or officer shall be served either personally or by sending itthrough thepost in a prepaid envelope or wrapper, or by telegram or cable,addressed to such member, director or officer at his address as the same appears inthe books of the Society or, ifno address be given therein, then to the last addressof such member, director or officer known to the Secretary of the Society. Withrespect to every notice sent by post, it shall be sufficient to prove that the envelopor wrapper containing the notice was properly addressed and put into a post officeor into a post office letter box.

60. The signatures of any notices may be written, stamped, typewritten or printed, orpartly written, s t a m p e ~ , typewritten or printed.

61. A certificate ofthe President, Vice-president, Secretary, Treasurer, Manager or ofany other officer of the Society in an office at the time of the making of thecertificate as to facts in relation to the mailing or delivery of any notice to anymember, director or officer or publication of any notice shall be conclusiveevidence thereof and shall be binding on every member, director, or officer oftheSociety, as the case may be.

INTERPRETATION62. In all by-laws, resolutions and regulations of the Society:

I) A word importing a masculine gender includes the femininegender; and a word in the singular includes the plural; and a wordin the plural includes the singular.ii) "Directors" and "Board" means the Board ofDirectors ofthe Society.iii) Whenever an act or other thing is to be or may be done bythe directors (including any notice to be given by or anything to bedone with the approval, permission, consent, or under the directionor supervision of, or designated by the directors) the same may bedone by any person properly designated by the directors and anyperson is entitle to rely upon and is bound by notice, approval,


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permission, consent, direction , or the like given by or from anydirector, officer or other person reasonably appearing to have therequisite authority to do so. And without limiting the generality ofthe fore-going m any notice required to be given by or to thedirectors or the member may be given by or to the Secretary of theSociety, or in his absence, any other officer or director.

Enacted on the 5th day ofDecember, A.D. 1980. Witness the corporate seal of the Society

President Secretary

The undersigned, Secretary ofGilbert and Sullivan Society ofFredericton, Incorporated, herebycertifies under the corporate seal of the Society that the foregoing is a true and correct copy ofBy-Law No. 1 of the Society duly enacted at a meeting of the Board on the 5th day ofDecember,A. D. 1980, and subsequently approved, ratified, sanctioned and confirmed by an unanimous voteat a special general meeting of the members ofthe Society held on the 5th day ofDecember,A. D. 1980, and called for the specific purpose of considering the foregoing by-law.

Dated at Fredericton, NB, this Th day ofDecember, A. D. 1980.Witness the corporate seal ofthe Society.

Secretary

As amended By-Law No.3.

g&s constitution (1980)

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