Constitution and By-Laws of The Mary Webb Cultural and Community Centre
Name and Legal Character. The organization shall be known as “The Mary Webb Cultural and Community Centre”, and is herein referred to as the MWC. The MWC is a Charitable Corporation without share capital registered within the Province of Ontario.
The Corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used for promoting its objects.
Objects. The objects of the MWC are:
To establish and operate a community centre to be used for workshops, programs, drama, art, music, handicrafts, hobbies and recreation for the benefit of the general public in the village of Highgate, the municipality of Chatham-Kent, and the surrounding region, using the historic Highgate United Church building as its principal venue;
To produce performing arts festivals for the purposes of educating and advancing the public’s understanding and appreciation of performing arts and to educate artists through participation in such festivals and related workshops;
To educate and increase the public’s understanding and appreciation of the arts by providing performances of an artistic nature in public places, senior citizens homes, churches, community centres and educational institutions and by providing seminars on topics relating to such performances;
To provide instructional seminars on topics related to the performing and visual arts;
To carry out all of the above activities and functions in a manner that places priority on the preservation and maintenance of the former Highgate United Church building, thereby recognizing, promoting, and educating the greater community as to its municipally and provincially acknowledged architectural distinction and historical importance.
Procedure upon Dissolution. Upon the dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charities registered under the Income Tax Act (Canada), in Canada.
Fiscal Year. The Fiscal Year of the MWC shall end on January 31st. The Annual General Meeting shall take place no later than July 31st of the same calendar year.
Revision of By-Laws. Once enacted, these By-Laws may only be amended upon a motion duly proposed and carried at an Annual Meeting of the MWC.
Eligibility. Membership is open to all members of the public who are interested in the purposes and work of the MWC.
Categories of Membership. Different categories of Membership may be defined by the Board from time to time. The Membership fees for the current year for each category of Members shall be determined at the Annual Meeting.
Enrolment. Prospective members shall fill out an application form and submit this to the Chair of the Membership Committee of the MWC. Membership shall be effective immediately upon the issuing of a membership card by the Chair, subject to the restrictions outlined in Item 5. Memberships must be renewed at or before the Annual meeting.
Rights of Members. Subject to the restrictions stated in Item 5, members shall be entitled to vote at the Annual Meeting, to nominate candidates for the Board, and to stand for election to the Board. Members may inspect the Minutes of the Board of Directors. Members shall be kept informed of the activities of the MWC.
Eligibility for Voting at Annual Meetings. At the initial Annual Meeting of the MWC, all persons present shall be eligible to vote. At subsequent Annual Meetings, the Chair of the Membership Committee shall present a list of all Members eligible to vote, which shall comprise everyone who:
has paid all membership fees which may be due as of the date of the Annual Meeting; and
has been a Member of the MWC for at least seven days prior to the date of the Annual Meeting, with the date of enrolment counting as one day and the date of the Annual Meeting counting as one day.
The right to vote at an Annual Meeting also entails the right to nominate Members for election to the Board, and to stand for election to the Board.
Board of Directors
Role. The affairs of the MWC shall be managed by a Board of Directors. The Board is collectively responsible for the strategic direction of the Centre, as well as for taking all necessary decisions related to its operations.
Number of Directors. The Board shall consist of a minimum of twelve Directors chosen from the Membership of the MWC as specified in items 7 and 8 below. Additionally, if the immediate past Chair of the Board of Directors ceases to be an elected Director, then he or she shall be deemed a Director ex officio. Upon a motion of the Board, the number of Directors may be increased to more than twelve.
Initial Term of Office. The term of office of the initial Board shall begin on the date of Incorporation and end at the first regular Annual Meeting, which shall be not more than twelve months after the date of Incorporation.
Regular Term of Office. The normal term of office for Directors shall be three years, with one-third of the Board being elected at each Annual Meeting. At the first Annual Meeting, and following the election of Directors, one-third of the Directors so elected shall be appointed to terms of one year, and one-third to terms of two years, with the remainder being appointed to terms of three years. The appointments of individual Directors to the respective terms shall be determined either by lot or by such other method as the Board shall decide.
Qualifications and Restrictions. Directors shall be not less than eighteen years of age, and shall be normally resident in Ontario. Directors may not serve for more than two consecutive terms, but may then serve again following a one-year hiatus.
Initial Membership. The initial Board shall consist of as many of the ten regular members of the Mary Webb Centre Organizing Committee as may be willing to serve, plus additional members up to a total of twelve. These initial vacancies on the Board, and any vacancies arising prior to the first Annual Meeting, shall be filled by invitation. The Chair of the MWCO Committee shall approach the prospective Directors to issue formal invitations, which shall take effect immediately upon acceptance.
Elections. At the Annual Meeting, Directors shall be elected by secret ballot to fill any vacancies on the Board caused either by resignation or by the expirations of elected terms of office. The election shall be conducted by the Nominating Committee of the current Board, minus any members who are standing for election at the current meeting. If the Chair of the Nominating Committee shall be standing for election then an Interim Chair shall be appointed from within the Committee. After the ballots are counted and recorded, the Chair or Interim Chair shall report the results to the Board.
Vacancies arising between Annual Meetings. Any vacancy arising after the conclusion of the Annual Meeting shall be filled by invitation of the Board acting at its next regular meeting, with the Director so appointed serving for the balance of the term of the Director whom he or she is replacing. If the said balance shall be less than one full year, then the appointed Director shall be eligible to serve for two additional consecutive terms; otherwise, the said Director shall be eligible to serve for one additional term.
Meetings. The Board shall meet at least eight times per year. All substantive decisions shall be taken upon motions duly proposed, supported and carried by a majority vote of those Board Members present at the meeting. No proxy votes are allowed, and abstentions count as Nay votes. A quorum of the Board shall be fifty per cent of the current Board membership plus one, and shall include either the Chair or the Vice-Chair. (To illustrate: If the membership of the Board is twelve, a quorum shall be seven; if ten or eleven the quorum shall be six.) Members may participate in meetings through electronic means, for example by telephone.
Minutes. Minutes of Board Meetings shall be taken by the Secretary or, in his or her absence, by another individual whom the Chair shall designate. Minutes shall record: the names of those attending and those presenting regrets; the substance of all decisions taken, whether by vote or by consensus; and the substance of discussions. Minutes shall be circulated to all Board Members via e-mail prior to the next meeting. The Secretary shall keep a Minute Book containing minutes of all Board Meetings, approved by a motion of the Board and signed by the Chair. The Minute Book shall be available for inspection by MWC Members.
Emergency Meetings. A minimum of six Directors may, by written notice to the Chair, request an Emergency Meeting of the full Board, in which case the Chair shall convene such a meeting within two weeks of the date of the request.
Salaries, Honoraria, and Expenses. No Director may receive any salary or honorarium with respect to his or her services to the Corporation, and no Director shall directly or indirectly receive any profit from his or her position as such, provided that Directors may be paid reasonable expenses incurred by them in the performance of their duties.
Participation. It should be noted that the Board is to be considered as a “working committee”. Directors, in agreeing to serve, declare that they are willing to participate actively in the work of one or more of the committees noted later in these by-laws. Except as noted in Item 14, any Director who fails to attend half or more of the scheduled Board meetings within a twelve-month period may be removed. Any Director who is habitually absent from any Standing Committee Meetings of which he or she is a member, or who fails to participate effectively in the work of such Committees, may be removed.
Removal. Directors may be removed for non-performance of their obligations or for activities that reflect adversely upon the MWC, with such removal occurring by a majority vote of the current Board, the Director in question being eligible to vote if present. The Chair of the Nominating Committee will inform the Director in question in writing at least two weeks prior to the vote that a motion of removal is in contemplation.
Leaves of Absence. The Board may approve a Leave of Absence from the Board for any Director for a period up to six months due to ill health, family obligations, professional responsibilities or similar causes. If the Director serves as a member of the Executive Committee or as Chair of a Standing Committee, then the Director shall stand aside from this appointment for the period of the Leave, and an interim appointment shall be made by Board Motion.
Indemnification. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Structure and Primary Role. The Board shall elect from within its membership an Executive Committee consisting of four Executive Officers, namely the Chair, the Vice-Chair, the Treasurer and the Secretary. The Executive Committee shall be responsible for managing the affairs of the Corporation during the period between Board Meetings, with its decisions being subject to approval by the full Board of Directors. No individual may be elected to more than one Executive Office.
Secondary Role. The Executive Committee shall also function as the Finance Committee, with the addition of any Members who may be appointed
Terms of Office. The normal term of office shall be one year, with the officers of the Executive Committee being chosen by ballot at the first Board Meeting following the Annual Meeting. Officers may be re-elected without limitation.
Eligibility. Any Director may serve on the Executive Committee. Upon ceasing to be a Director for any reason, an individual must resign from the Executive Committee.
Elections. Elections for the Executive Officer positions shall be conducted by the Chair of the Nominating Committee of the outgoing Board. If the Chair of the Nominating Committee intends to stand for election as an Executive Officer he or she shall stand aside from the position until the said election is completed, after appointing an Interim Chair from within the Nominating Committee. All members of the Nominating Committee may vote, except that the Chair or Interim Chair shall only vote in the event of a tie.
Prior to the election meeting, the Chair of the Nominating Committee shall solicit nominations for the Executive Officer positions, and shall endeavour to contact each nominee to determine his or her willingness to stand. Candidates may nominate themselves, and nominations shall not require a second. Nominations for any position may also be made from the floor up until the time of the vote for that position.
All current Directors shall be entitled to a vote for each Executive Officer position. Voting shall be by secret ballot, with the ballots being prepared, distributed, collected, counted and reported by the Nominating Committee. The sequence of voting shall be: Chair, then Vice-Chair, then Treasurer, then Secretary, with the results of each vote being announced before the next vote takes place, and with time allowed for nominations from the floor. At the conclusion of the voting the ballots may be destroyed if there is a motion to this effect duly carried.
Duties of Officers:
The Chair shall preside at the Annual Meeting and at all meetings of the Directors and Executive. He or she shall perform all other duties that pertain to the Chief Operating Officer of the MWC, subject to Board approval.
The Vice–Chair shall have and may exercise all the rights and powers of the Chair when the Chair so directs, or when the Chair is absent or unavailable. In the event that the Chair should resign, become incapacitated, or be removed for any other cause, then the Vice-Chair shall be termed the Interim Chair.
The Secretary shall keep a record of all proceedings of all meetings of the Board and Executive. The Secretary shall have custody or will have knowledge of the location of all records of the Corporation, and shall manage all correspondence.
The Treasurer shall keep and have custody of all monies to the credit of the Corporation in a registered financial institution as directed by the Board. The Treasurer shall, with the approval of the Board, pay all accounts of the Corporation by cheque, countersigned by one other member of the Executive. In addition, the Treasurer shall prepare financial statements for the Annual Meeting and for each regularly scheduled Board Meeting.
Meetings of the Executive Committee. A quorum of the Executive Committee shall comprise the Chair or Interim Chair and any two other Officers, except that when one or more of the Officer positions is vacant then a quorum shall comprise all the remaining Officers. Proper notice of meetings shall be given. The Chair shall be responsible for reporting any decisions to the full Board.
Vacancies within the Executive. When a vacancy exists within the Executive Committee it shall be filled by an election at the next regularly scheduled meeting of the full Board. In the interim, another member of the Executive shall be appointed by the Chair to assume the duties and responsibilities of the vacant Office, except that if the Chair’s position shall be vacant it shall automatically be filled by the Vice-Chair pending the election of a new Chair.
Roles. In addition to the four Executive Officers, the Board shall designate the non-Executive Officers named below:
Chair of the Nominating Committee.
Chair of the Music Committee
Chair of the Gallery and Exhibitions Committee
Chair of the Community Activities Committee
Chair of the Fundraising Committee
Chair of the Marketing Committee
Chair of the Building Committee
Chair of the Archive Committee
Chair of the Membership Committee
If the Board determines that any of these positions is not required at a particular time it may temporarily hold that position in abeyance.
Eligibility. Non-Executive Officers will normally be chosen from within the Board’s existing membership. If no Director is prepared to assume a given position, then upon a motion of the Board it may be filled by a member of the MWC who is not a Director. In exceptional cases, and upon a motion of the Board, a position may be filled by an individual from outside the MWC. (See below, under External Officers). Any individual Board Member, including any member of the Executive Committee, may hold any one or more of the Non-Executive Officer positions, except as specified below under Exclusions. Normally, no individual Director will serve as Chair of more than two individual Committees; however, Members may serve on as many Committees as they choose in roles other than that of Chair.
Exclusions. No member of the Executive Committee shall serve on the Nominating Committee.
Elections. Elections for the Non-Executive Officer positions shall be held at the regular Board Meeting next occurring after the Annual Meeting. At the elections meeting, Directors interested in filling any of the Non-Executive Officer positions shall individually indicate their interest to the Chair of the Board. It is assumed that most positions will be filled by acclamation; however, if two or more Directors indicate an interest in any position, then the Chair of the Nominating Committee shall conduct an election by secret ballot in the same manner as the election of the Executive Officers.
The positions shall normally be filled in the order indicated in E.1. The position of Chair of the Nominating Committee shall be the first such position filled, and he or she shall assume the responsibilities immediately, conducting the subsequent elections. In the event that two or more Directors wish to be considered for the position of Chair of the Nominating Committee, then the Chair of the Board shall conduct the election for that position.
Term of Office. Non-Executive Officers, other than External Officers, shall hold office for one year. Non-Executive Officers shall be eligible to stand for re-election or appointment without limitation.
External Officers. If, during the election meeting, it becomes apparent that no Director is available or willing to fill a given Non-Executive Officer position, then the Chair may, either then or later, solicit the services of a person from outside the Board to fill the position, with preference being given to a person who is a Member of the MWC. The appointment of a Non-Executive Officer from outside the current Board (herein called an External Officer) shall not necessarily lapse at the end of the Board’s term; however, it may be subject to review by the Board at appropriate intervals.
An External Officer shall be eligible to attend regular Board Meetings but shall not be considered to be a Director, and shall not be eligible to vote on any Board measure. If the External Officer is the Chair of a Standing Committee, he or she assumes all responsibilities defined for that position other than voting on Board measures.
Although no Director shall receive any salary or honorarium for his or her services to the Corporation, the Board may, at its discretion, approve a salary or honorarium for an External Officer.
Role of the Web Administrator. The Administrator is responsible for the content, organization and format of the Centre’s main Web Site, and for conducting or arranging for all necessary maintenance of the site, under the general direction of the Executive Committee. The Administrator will consult closely with the Marketing Committee and, as appropriate, with other Committees to develop relevant content, with the Executive Committee having the final say whenever the advice of other Committees may conflict.
Roles of Standing Committee Chairs. These are described in the next section, under the descriptions of the respective committees.
Standing Committees of the Board of Directors
Definition and Membership. The work of the Corporation shall be carried on by its Standing Committees, plus other ad hoc Committees that may be formed from time to time. The Chair of each Standing Committee shall normally be a Director, although in exceptional circumstances the Board may approve an External Officer (as defined elsewhere) as Standing Committee Chair. Other than the Chair, the members of a Standing Committee may be Directors, members of the MWC, or members of the general public. Membership in any committee is by voluntary enrolment, except as provided below under Refusals and Removals.
Committee Procedure. Standing Committees shall be convened by their Chairs as required, shall normally make decisions by consensus, and shall conduct business in accordance with generally accepted practice. Consensus shall be deemed to have been achieved when the Chair hears no opposition to the motion or proposal under discussion. If consensus cannot be achieved, then decisions shall be taken by majority vote of the regular Committee members present at the meeting. Committees are not necessarily required to issue detailed minutes, but should keep appropriate records and should report to the Executive Committee and the Board at suitable intervals.
Refusals and Removals. The Chair of any Standing Committee may determine that a prospective member of that Committee is either unsuitable for the Committee’s work or is not required for the same, and on these grounds may refuse to accept that member. Likewise, the Chair may determine that an existing Member of the Committee is unsuitable or is not required, and may remove that Member from the Committee. The Chair will only act to refuse or remove a member after taking advice from other members of the Committee, and advising the member or prospective member of his or her rights of appeal. The Chair shall also notify the Executive Committee in writing of any such refusal or removal, giving the reasons for the same. If the said member is a Director, then he or she shall have the right to appeal this decision to the Board at its next regular meeting; otherwise, the member shall have the right to appeal to the Executive Committee.
Role of the Music Committee. This Committee is responsible for developing a schedule of musical events, subject to approval by the Board. The Committee Chair will have authority to negotiate contracts and other arrangements with scheduled artists. The Committee will be responsible for all details related to the staging of events, except that it will be jointly responsible with the Marketing Committee for developing the relevant promotional campaigns. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members including the Committee Chair.
Role of the Gallery and Exhibitions Committee. This Committee is responsible for developing a schedule of exhibitions of fine arts and crafts, and for bringing forward proposals for other contractual relationships with practising artists and artisans, including permanent exhibitions, retail sales, rentals of studio space, and instructional programs. All such agreements are subject to approval by the Board. Subsequent to Board approval, the Committee Chair will have authority to negotiate contracts and other arrangements with artists and artisans as required. The Committee will be responsible for all details related to the staging of exhibitions and other events, except that it will be jointly responsible with the Marketing Committee for developing the relevant promotional campaigns. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members including the Committee Chair.
Role of the Community Activities Committee. This Committee will be responsible for all arrangements with respect to staging events and programs that serve the wider Community and that are not within the scope of the Music and Gallery Committees or of another ad hoc Committee. These will likely include such activities as a parenting centre, a seniors’ centre, meetings of community affinity clubs, and instructional programs. All such programs and events will be subject to the approval of the Board. Subsequent to that approval, the Committee Chair will have authority to negotiate contracts and other arrangements with community groups and other external agencies, including municipal and governmental bodies. The Committee will be responsible for all details related to the staging of community events, except that it will be jointly responsible with the Marketing Committee for developing the relevant promotional campaigns. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members including the Committee Chair.
Role of the Fundraising Committee. This Committee will be responsible for identifying and approaching organizations and individuals who may be in a position to assist the Centre financially. All such approaches must be approved by the Executive Committee, and all contractual arrangements must be approved and signed by both the Chair of the Board and the Treasurer. The Treasurer will be an ex officio member of this Committee. The Committee Chair will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members including the Committee Chair and the Treasurer.
Role of the Marketing and Communications Committee. The Committee will be responsible for developing an overall marketing strategy and for cooperating with other Committees to develop specific marketing and promotional campaigns as may be required, subject to the approval of the Board. Either the Committee Chair or a person whom the Chair designates as Media Relations Coordinator will be responsible for all negotiations and substantive contacts with media representatives. Once it has been approved and agreed by other relevant Committees, the conduct of any marketing campaign will be the responsibility of this Committee. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members, including the Committee Chair.
Role of the Building Committee. The Committee will be responsible, under the general direction of the Executive Committee, for managing all aspects of the building’s renovations program as well as all matters related to ongoing maintenance and upkeep. The Board will be required to approve all tender documents, the award of any tender, the acceptance of any quotation for goods of a capital nature, all contracts for goods or services related either to construction or maintenance, and all proposals for structural modifications of the building whether or not these are tendered or contracted. The Chair of the Committee will be authorized to negotiate and communicate with suppliers, municipal authorities, and other external parties as required once the Board approvals just described have been secured. The Treasurer will be an ex officio member of this Committee. The Chair will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than three members, including the Committee Chair and the Treasurer.
Role of the Nominating Committee. The Committee will be responsible for soliciting appropriate candidates for all Board elections, for conducting said elections in an orderly manner, and for issuing written reports to the Board on any such election. As well, the Committee will have a general mandate to ensure that the governance of the Corporation is conducted according to applicable legislation and established rules of business and professional conduct. In the event that the Nominating Committee considers that a breach of such rules or legislation has occurred or is occurring, it should report the same to the Chair of the Board, and, if necessary, to the full Board. The Committee should also endeavour, in a timely fashion, to communicate its concerns to the Member or Members considered to be in breach. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board when called upon to do so. The Committee will normally comprise no fewer than two members including the Chair, with none of those being current members of the Executive Committee. If the Chair or any other member of the Nominating Committee chooses to stand for election, whether to the Executive Committee or to one of the non-Executive Officer positions, then he or she shall stand aside from the Committee during the period of the said election. If elected to the Executive Committee, a member shall resign from the Nominating Committee.
Role of the Archive Committee. The Archive Committee shall be responsible for assessing, recording, photographing, and arranging for the insurance of any archival material relevant to the Highgate United Church or the communities of Highgate and Orford which comes into the possession of the MWC. In addition, this committee will be responsible for maintaining a record of all press clippings related to the Centre. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than two members, including the Committee Chair.
Role of the Membership Committee. The Membership Committee shall be responsible for enrolling and corresponding with members of the Friends of the Mary Webb Centre. The Chair will convene the Committee from time to time as may be required, and will report orally to the Board at its regular meetings. The Committee will normally comprise no fewer than two members, including the Committee Chair.
Approved by the Mary Webb Centre Board of Directors, June 1, 2011.
Amendments Approved by the Mary Webb Centre General Membership, Annual General Meeting, November 15, 2012.