By-Laws

3.0     BY-LAWS

 

GLENHYRST ART GALLERY OF BRANT, INC.

BY-LAW

Be in enacted as a By-law of Glenhyrst Art Gallery of Brant Incorporated the following:

1.         Head Office – The Head Office of the Corporation shall be in the City of Brantford in the Province, of Ontario, at such place as the directors may determine.

 2.         Corporate Seal – the Corporate Seal is retained in the custody of the Secretary of the Corporation and will be used on all official documents of the Corporation as required

MEMBERSHIP

3.         A Member is defined as anyone who supports the Mission and Vision of the Glenhyrst Art Gallery of Brant and who pays an annual membership fee at least thirty (30) days prior to the Annual General Meeting.

4.         Membership categories are defined by the Board of Directors and each category will have certain benefits attached.  At a minimum, all members will have the right to vote on matters presented at the Annual General Meeting; elect members to the Board of Directors at the Annual General Meeting; and vote on matters presented at Special or General Meetings of the Corporation.  The Board will review, from time to time, the categories of membership and the benefits attached to each category.

5.         Membership fees will be set for each category by the Board of Directors. The Board has the right to waive the fee for anyone who wishes to become a member but is unable to afford the fee.  The Board will review the membership fee structure from time to time.

6.         Resignation or Removal – A member may resign his/her membership by submitting a letter of resignation to the President of the Board.  The Board has the authority to cancel the membership of anyone who the Board deems to have acted in a manner that disregards the By-laws or the policies of the Glenhyrst Art Gallery of Grant or who acts in a manner which is detrimental to the image or position of the Gallery.

          MEETINGS

7.         The Annual General Meeting will be held within six (6) months after the end of the fiscal year.  Members will be notified of the date and location in writing at least 30 days prior to the meeting.  An agenda for the meeting must be included with the Notice of Meeting.  In addition, if there are proposed changes to the By-law or member-approved policies, information on these changes must accompany the Notice of Meeting.

8.         Special or General Meetings may be called by either the Board of by the members.  If the meeting is called by the members, notification must be sent to the Board, signed by at least 15 members and must be sent at least 14 days prior to the meeting. Notification of Special or General Meetings called by the Board must be sent in writing to the membership, at least 14 days prior to the meeting.

9.         Board meetings will be held on a monthly basis at a regular time and date that will be decided by the Board at the beginning of each new Board term.  There must be at least nine (9) Board meetings per year.  Members or other interested parties who wish to attend Board meetings must request permission from the President, at least five (5) days prior to the meeting.

          VOTING

10.     At Annual General Meetings, Special or General Meetings, each individual member will have one vote.  In the case of a multiple membership (dual, family, corporate, etc.), there will be only one vote.  Voting cards will be issued to each person eligible to vote.  The Chair of the meeting, usually the President of the Board, will vote only in the case of a tied vote.  If a member is unable to attend the Annual General Meeting or a Special or General Meeting, that member may request a proxy form to authorize another member to vote on her/his behalf.  This proxy form will be available from the Secretary of the Corporation and all completed proxy forms will be held by the Secretary for use at the meeting.  A simple majority is sufficient for making decisions.

11.     At Board meetings, each Director will have one vote and a simple majority is sufficient for making decisions.  The Chair of the meeting will vote only in the case of a tied vote.

          QUORUM

12.     Annual General Meeting – A Quorum consists of five (5) Board members and fifteen (15) members.  Proxy votes will be included in the count for quorum.

13.     Special of General Meetings – A Quorum consists of five (5) Board members and fifteen (15) members.  Proxy votes will be included in the count for quorum.

14.     Board Meetings – A Quorum will be fifty percent plus one (50% + 1) of the Board members.

          BOARD OF DIRECTORS

15.     Eligibility – Board members must be at least eighteen (18) years of age and a current member of the Glenhyrst Art Gallery of Brant.  According to the laws of Ontario, a Board member must not currently be bankrupt.

16.     Nomination and Election – Nominations for Directors will be presented to the membership for election at the Annual General Meeting. To be nominated for a position of Director, the nominee must be a current member of the Glenhyrst Art Gallery of Brant.  Directors shall be elected by the members at the Annual General Meeting on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot.  Subject to the provision of this by-law, Directors shall be eligible for re-election.  Nominations for the Board can be taken prior to the Annual General Meeting or from the floor of the Annual General Meeting.

16.1   Removal or Election of Director – The members of the Corporation, by resolution may pass votes (by at least two-thirds [2/3] of the votes) cast at a General Meeting of which notice specifying the intention to pass such a resolution has been given in order to remove any director before the expiration of his or her term of office and may by majority of the votes cast at such meeting, elect any member in his or her stead for the remainder of his or her term.

17.     Authority – The Board of Directors will be responsible and accountable to the membership for the operations of the Glenhyrst Art Gallery of Brant and will exercise all powers as they are outline in these By-laws.  Specifically, the Directors are empowered to set the vision and direction of the Gallery; hire and terminate the Executive Director; purchase, lease or rent equipment; enter into contracts for the purpose of carrying out the business of the Gallery; make financial investments that will not jeopardize the financial future of the organization.

18.     Number of Directors – the Board of Directors will consist of eleven (11) elected Directors, each with one vote.  No fewer than five (5) are required to carry out the business of the Glenhyrst Art Gallery of Brant.  If the number of Directors falls below five (5), and the Board has been unable to replace the necessary number of Directors, then a special meeting must be called with thirty (30) days.  A quorum will be a fifty percent plus one (50%  +  1) of the active Board members.  Proxy votes will be included in the count for quorum.

19.     Term of Office – Directors will be elected to a two-year term which is usually renewable for a one two-year additional term.  If a Director moves into the Officer category, the term will be renewable in one year increments.  No Director may serve more than eight (8) consecutive years on the Board of Directors, subject to discretion of the Board.

20.     Removal of Directors – If a Director wishes to resign, she or he must submit his or her letter of resignation to the President, with a copy to the Secretary of the Board.  The letter will be read in the Minutes of the next Board meeting.  A Director may be removed by a majority vote of the Board if he or she misses three consecutive Board meetings without due cause and notice of if she/he demonstrates behavior which contravenes the By-laws, guidelines or policies of The Glenhyrst Art Gallery of Brant.

21.     Vacancies –  The Board may fill a vacant Director’s position and present that decision to the membership for ratification at the next Annual General Meeting.

22.     Remuneration –  The Directors will receive no financial compensation for acting as a Director.

23.     Conflict of Interest –  The Board will be governed by a Conflict of Interest policy approved by the Board. Each Director is required to declare a real or perceived conflict of interest and to require that the conflict be recorded in the Minutes of the Board meeting. The Director will not participate in any discussion or vote on the issue about which she/he declared a conflict of interest.

24.     Notice of Meeting –  If the schedule of regular Board meetings, established at the first meeting after the Annual General Meeting, changes, then verbal notice or notice by mail or electronic means is sufficient.  Whenever, under the provisions of the By-law of the Corporation, notice for meetings other than regular Board meetings is required to be given, such notice may be given personally, mailed by post, E-mailed or faxed to the address of the Director, Officer or Member that is listed on the books of the Corporation. A notice or other documentation sent shall be held to be sent at the time the notice was given personally, placed in a post box, E-mailed or faxed.

25.     Committees –  There are six (6) Standing Policy Committees of the Board: Executive, Endowment, Community Relations, Finance, Board of Governance and Resource Development.  Each committee (standing or adhoc) will be governed by Terms of Reference, approved by the Board and reviewed by the Board every two (2) years.

The Board has the authority to establish adhoc policy committees to deal with a variety of issues.  The Board also has the authority to establish new standing committees but these committees must be ratified by the membership at the next Annual General Meeting.

The Executive Committee has and exercises, in the intervals between meetings of the directors, all the powers of the directors which may be lawfully delegated in the management of the business and affairs of the Corporation. All actions of the Executive Committee will be brought to the Board for ratification.

Chairs of standing committees must be approved by the Board and must be members of the Board with the exception of the Chair of the Endowment Committee. Chairs of adhoc committees must be approved by the Board but do not have to be members of the Board.  Chairs of committees will serve one-year terms, which are renewable.  Committee Chairs will recruit their own committee members who will serve one-year, renewable terms.

26.     Officers –  There will be five (5) officer positions:  President, Past President, Vice-President, Secretary and Treasurer.  The Officers will be members of the Executive Committee. The Officers will be elected at the Annual General Meeting as part of the slate of Directors presented to the membership for election. Each Officer position will have a job description, approved by the Board.

27.     Indemnification of Directors –  Every director and officer of Glenhyrst Art Gallery of Brant shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against,

a)      all costs, charges and expenses whatsoever which the Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director or Officer for in respect of any act, deed, matter or thing whatsoever made, done or permitted by such Director or Officer in or about the execution of the duties of the office or in respect to any such liability; and

b)      all other costs, charges and expenses which such Director or Officer sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by the willful neglect or default of such Director.

The Corporation shall also indemnify any such person in such other circumstances as the Art of law permit or requires.  Nothing in this By-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law to the extent permitted by the Act or law.

28.     Protection of Directors –  No Directors or Officers of Glenhyrst Art Gallery of Brant shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in an receipt for act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of  any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through the wrongful and willful act or through wrongful or the willful neglect or default of such Directors or Officers.

          FINANCES

29.     Fiscal Year –   Unless otherwise ordered by the Board of Directors, the fiscal year will terminate on the 31st of October of each year.

30.     Appointment of Auditors –  the appointment of auditors must be approved by the membership at each Annual General Meeting. The Board will tender the audit process every three (3) to five (5) years.

31.     Audited Financial Statements –  The accounts of the Corporation shall be audited after the end of each fiscal year by the auditor or auditors appointed by the membership at the Annual General Meeting.

32.     Cheques, etc. –  All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers and in such manner as shall be determined by resolution of the Board. Any one of such Officers may alone endorse notes and drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation.  Any one of such Officers so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release or verification of slips.

33.     Signing Authority –  Any two of the signing Officers of the Corporation shall sign all cheques; authorize and approve investments; deeds, transfers, licences, contracts; purchase, lease or rental agreements, etc.

The Board shall approve a resolution concerning signing authority at its first meeting following the Annual General Meeting and register the resolution with the Corporation’s bankers.

34.     Deposit of Securities for Safekeeping –   The securities of the Corporation shall be deposited for safekeeping with one or more banks, trust companies or other financial institutions selected by the Board of Directors.  Any or all securities so deposited may be withdrawn from time to time, only upon the written order of the Corporation signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time, be determined by the Board of Directors.  Such authority may be general or be confined to specific instances.  The institutions which may be so selected as custodians for the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall, in no event, be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

35.     Borrowing –  The Board may from time to time:

a)      Borrow money on credit of the Corporation;

b)      Issue, sell or pledge securities of the Corporation;

c)      Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation including book debts, right, powers, franchises and undertakings to secure any securities or any money borrowed or other debt or any other obligation or liability of the Corporation.

36.     Funds –  All funds received by the Corporation, whether as donations, bequests, grants or through fund raising are trust funds and are the property of the Corporation.  Further, the Board agrees to abide by all rules and regulations on fund-raising and financial accountability as stated in Canadian Centre for Philanthropy’s Ethical Fundraising and Financial Accountability Code.

37.     Books and Records –  The Board shall see that all necessary books and records of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.  The Board shall ensure that all reports, withholdings, taxes, etc. are filed regularly with the appropriate bodies.

38.     The Endowment Fund is established to ensure the ongoing well-being of the Glenhyrst Art Gallery of Brant for its members, the citizens of and visitors to the City of Brantford and the County of Brant.  The Fund shall consist of gifts,donations and bequests directed to the Endowment Fund by a donor and provided that any stipulation by that donor is acceptable to the Board of Directors.

39.     The Endowment Committee will administer the Endowment Fund.  The Committee is a standing committee and is accountable to the Board of Directors, Glenhyrst Art Gallery of Brant. The Committee will be composed of at least five members, one of whom must be a member of the Board, who will serve one-year renewable terms of office.  The Chair  will be appointed by the Board, after consultation with committee members.  The Chair does not have to be a member of the Board of Directors.  The Chair will appoint qualified members to the Committee in consultation with other committee members and with the President of the Board of Directors.  All Committee members must be or become members of Glenhyrst Art Gallery of Brant.

The Endowment Committee will meet at least four (4) times per year.

The Committee will report to the Board of Directors, in writing, on a quarterly basis.

The Endowment Committee will raise funds and will support the work of the Resource Development Committee in raising funds for the Gallery.

40.     Income –  Any income earned on the capital amount in the previous fiscal year can be applied annually to the operating budget of the Gallery:

Capital –  Capital belonging to the Endowment Fund shall not be disbursed except under the following conditions:

i.            the prior approval of the Board of Directors must be first obtained and then

 ii.            approval of two-thirds of the membership at a Special or General Meeting called for that specific purpose.  Proxy votes shall be included in the vote at the meeting.

 The capital belonging to the Endowment Fund will only be used for the following purposes and when no further funds are available:

 a)      Capital projects approved by the Board of Directors or projects in collaboration with other responsible organizations to provide facilities or equipment, the ownership of which shall be in the Corporation, the Corporation of the City of Brantford or of the County of Brant, or jointly by any of the preceding parties;

b)      To purchase additions to the permanent collection which are considered important to the enhancement of the collection.

41.     Account or Accounts  –  The Glenhyrst Art Gallery of Brant will maintain an account or accounts in the name of the Glenhyrst Art Gallery of Brant Endowment Fund in a chartered Bank, trust company or other financial institution approved by the Board of Directors.  The signature of two of the authorized signing officers of the Board of Directors is required to move funds or to transact any other business on behalf of the Fund.

42.     Investment –  The Endowment Committee will make recommendations concerning the investment of all monies received in the Fund and all investments will be those which are authorized by the laws of Canada and the Province of Ontario.  The Endowment Committee will endeavour to obtain the best possible rate of return on the investments without undue risk to the majority of the capital of the Fund.

          GENERAL

43.     Amendment of By-laws –  The Board of Directors, by an affirmative vote of two-thirds of the Directors present, may alter, amend, add to, take away from, repeal and rescind or otherwise deal with the whole or any part of this or any other By-law.  These changes will only be effective until the next Annual General Meeting where they must be ratified by the membership unless, in the meantime, confirmed at a Special or General Meeting of the members duly called for that purpose.  In the case of any default of confirmation, such changes to the By-law shall cease to have effect at and from that time.

44.     Dissolution – Upon the dissolution of the Corporation, approved by resolution of the Directors and Members, and after the payment of all debts and liabilities, the remaining assets and undisposed property of the organization shall be turned over to the Corporation of the City of Brantford.