lmaguin Highlands Arts Council
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Bylaws - Adopted June 23, 2008 Revised  May 27, 2011, May 2012

Bylaws

1. Articles:
1. Transactions of the affairs of the Council
  1.1 The name of the organization shall be The Almaguin Highlands Council for the
Arts, hereinafter referred to as the Council. 
  1.2 The principal office for the transaction of business of the Council will be located by the executive in the Almaguin Highlands area.
  1.3 This organization shall not be operated for profit.
2. Purpose
2.1 Vision
Every artist in the Almaguin Highlands is represented and a member of the AHAC.
Every artistic event is promoted by the AHAC.
2.2 Mission
The Almaguin Highlands Arts Council recognizes the multi-faceted contributions of artists to the Almaguin Highlands and advances the connection between local artists and the Almaguin Highlands Community
2.3 Values
Inclusiveness, artistic endeavours, involvement, our community, accessibility, creativity, artistic motivation, education in the arts
2.4 Goals
   2.4.1 To act as a co-ordinating body for all forms of art expression –visual, media, performing, literary - in the Almaguin Highlands area.
   2.4.2 To provide opportunities for communication and information sharing within the arts community.
   2.4.3 To gather, organize, store and disseminate arts related information.
   2.4.4 To encourage tourism within the Almaguin Highlands area through the promotion of the arts.
3. Membership
3.0.1 The overriding principle shall be one representative, one vote
3.0.2 There shall be no voting by proxy
3.0.3 Membership fees shall be determined by the Board of Directors from time to time
3.1 Individual Membership
   3.1.1 Membership is open to all persons, community organizations and businesses, schools and any other group interested in supporting the arts in the Almaguin Highlands area and who support the Council’s Mission and Objectives.
   3.1.2 To be a member in good standing, the individual must be current in the payment of his/her membership fees.
   3.1.3 Individual membership is not transferable.
   3.1.4 All individual members are eligible to stand for office of the Council and serve on all Standing and Ad Hoc Committees.
   3.1.5 Only individual members are eligible to sit on the board of directors.
3.2 Group Membership
   3.2.1 Group membership is open to all art organizations, community organizations and businesses, schools and any other group interested in supporting the arts in the Almaguin Highlands area.
   3.2.2 A group membership is not transferable. 
   3.2.3 The contact person for each group shall be the president
   3.2.4 A group membership is entitled to one (1) vote at the annual general meeting.
3.3 Termination of Membership
Where an individual member or group is considered to be bringing the reputation of the Council into disrepute, the Board, by simple majority vote, may revoke the membership and return the membership fee.

4. Board of Directors
4.1 The Board of Directors shall consist of members of the Council in good standing. 
4.2 The Board of Directors shall consist of 10 members.
4.3 The Board of Directors of the Council will be elected for a term of three (3) years at the Annual General Meeting.
4.4 Board vacancies occurring during any term may be filled by appointment
4.5 Absence from Board Meetings
  4.5.1 Any member of the Board of Directors missing three Board meetings annually without communicating to the Chair a valid and pressing  reason may be subject to dismissal. A two-thirds majority vote of the Board shall be required for an offending member's dismissal from the Board.. 


5. Officers
5.1 The officers of the board (Chairperson, Vice-chairperson, Secretary, and Treasurer) shall be elected by the board members at the Board Meeting following the AGM.


6. Duties of Officers
6.1 Chairperson
   6.1.1 The Chairperson shall preside at all Annual General Meetings, Executive Committee Meetings and Board Meetings.
   6.1.2 The chair will be an ex-officio member of all Standing and Ad Hoc Committees.
6.2 Vice-Chairperson
   6.2.1 The Vice-Chairperson shall assist the Chair in his or her duties as required.
   6.2.2 The Vice-Chairperson shall assume the responsibilities of the Chair in the absence of the Chair.
6.3 Secretary
   6.3.1 The Secretary shall ensure the recording of the minutes of all General Meetings, Annual General Meetings and Board Meetings.
   6.3.2 The Secretary shall ensure the maintenance of an up-to- date mailing list of all individual members and member organizations as provided by the Membership Committee.
   6.3.3 The Secretary shall communicate the minutes, agenda, and notices of all General Meetings, to all members a minimum of five (5) days prior to the next scheduled meeting.
   6.3.4 The Secretary shall communicate the minutes, agenda and notices of all Board Meetings to all Board members a minimum of five (5) days prior to the next scheduled Board meeting.
   6.3.5 The Secretary shall communicate notices, minutes and the agenda of all Annual General Meetings to all members a minimum of twenty eight (28) days prior to the next scheduled meeting in compliance with article 10.1.
   6.3.6 The Secretary shall maintain the Journal containing a complete set of minutes, relevant correspondence, documents, and reports.
   6.3.7 The secretary shall receive, collect and present to meeting the relevant correspondence and make replies as directed by the chairperson.
   6.3.8 If the Secretary cannot attend a meeting, another Board member will be designated to record and circulate the minutes of the meeting.
6.4 Treasurer
   6.4.1 The Treasurer shall ensure the proper and effective receipt of membership dues and any other such dues, fees, grants or funding necessary to conduct the business of the Council.
   6.4.2 The Treasurer shall ensure proper maintenance of a bank account to receive all monies and make such payments as authorized on behalf of the Council.
   6.4.3 The Treasurer shall ensure that financial transactions are properly controlled.
   6.4.4 The Treasurer shall report to the Board at every regular meeting the financial status of the Council and its financial management controls.
   6.4.5 The Treasurer shall present the audited financial statements at the Annual General Meeting.

7. Committees
7.1 The Council operates by utilizing two types of committees: Standing Committees and Ad Hoc Committees.
7.2 Standing Committees are permanent in nature and are entrusted with the execution of the on-going business of the Board.
7.3 Ad Hoc Committees will be created to manage short-term projects within a specific time frame. These committees may include both members and non-members.
7.4 All committees will operate under standard terms of Reference.

8. Meetings
8.0 All meetings will generally follow Robert’s Rules of Order.
8.1 Annual General Meeting (AGM)
   8.1.1 The Annual General Meeting of the Council will take place once in every calendar year.
   8.1.2 The purpose of the AGM will be to: elect new Board Members where Board seats are vacant; receive the audited financial statements; appoint the auditor for the following year and to conduct other business as directed by the Board.
   8.1.3 A Nominations Committee will bring forward nominations as well as receive nominations from the floor for the Board of Directors.
   8.1.4 Members shall be notified of an AGM at least 14 days prior to the meeting.
   8.1.5 The newly elected members of the Board of Directors shall take office immediately following the Annual General Meeting.
8.2 Board Meetings
   8.2.1 The Board of Directors of the Council will meet on a regular basis as determined by the Chair and at least quarterly. 
   8.2.2 All Board meetings require a quorum of 50% plus one (1) in order to conduct business.
8.3 The Board of Directors of the Council shall convene meetings of the general membership as required.

9 Finances
9.1 The Fiscal year of the Council shall be January 1 to December 31.
9.2 The Treasurer, the Chair and the Secretary shall be the signing officers of the Council on all financial matters, with the Treasurer’s signature and one of the other two individuals’ signatures being required on every cheque.

10 Protection of Directors and Officers
10.1 Limitation of Liability. No director or officer of the corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other 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 order of the board for or on behalf of the corporation, or for the insufficiency of any security in or upon which any of the monies of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the corporation shall be deposited, or for any other loss damage or misfortune whatever shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own willful neglect or default.
10. 2 Indemnity Every director and officer of the corporation and their heirs and executors, administrators and estate, respectively, shall from time to time and at all time be indemnified and saved harmless out of the funds of the corporation from or against:
   10.2.1 All costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such director for or in respect of any act, deed, matter or thing whatsoever made, done or permitted to be done in respect of the duties of the office; and
   10.2.2 All other costs, charges and expenses that is sustained or incurred in, about, or in relation to the affairs of the corporation; except such costs, charges or expenses as are occasioned by a directors own willful neglect or default.

11 Amendments to the Constitution
11.1 This Constitution may be rescinded or amended by a 2/3 majority vote of those members present and voting at an Annual General Meeting. 
12 Dissolution
12.1 Application for the surrender of the Letters Patent of the Almaguin Highlands Council for the Arts may be made only upon a motion at a general meeting especially convoked for this purpose and with two thirds majority of those attending that meeting.
12.2 The board, as its final act, shall appoint a trustee to manage the assets of the Council during the hiatus and this trustee shall act in accordance with the principles of the constitution and all legal requirements.
12.3 Upon dissolution, and pending a twelve (12) month hiatus, the assets of the Association shall pass to a like, non-profit organization to be determined by the trustee.