Constitution - ACT (a community theatre) - Constitution

Revision adopted by Annual General Meeting 20 August 2017

Constitution

 

1. Name

(1) The name of the association is “ACT (a community theatre).”

(2) “ACT” may be substituted for the full name of the association.

 

2. Mandate, Purposes

ACT is a community-based, amateur-theatre association with a mandate to:

(a) foster and encourage amateur theatre on Prince Edward Island;

(b) stimulate cooperation between ACT and all persons and groups active in community theatre on Prince Edward Island;

(c) welcome wide involvement in its activities, offering accessibility for all in the community;

(d) present good-quality theatre productions;

(e) foster and encourage artistic and practical development of members through exposure to workshops, mentoring, productions, and other theatre activities;

(f) foster and encourage awareness of all facets of amateur theatrical productions;

(g) collect and make available materials supportive to the development of community theatre on Prince Edward Island;

(h) provide for shared social activities associated with theatre.

 

3. Not-for-profit

(1) ACT is a not-for-profit organization which exists without purpose of gain.  Any profits or other benefits are to be used solely to promote ACT’s constitutional purposes.  Its assets and income must not be directed so as to give profit or personal benefit to members.

(2) This does not, however, prevent the reimbursing of a member for expenses incurred on behalf of ACT, nor from reasonably paying a member for services legitimately rendered to ACT at the request of or in accordance with the policies of the Board.

 

4. Membership

(1) Membership is open to any person who shares the objectives of ACT and pays such membership fee as may be required by bylaw.

(2) The Board may by bylaw create categories of membership with particular characteristics and fee requirements.

(3) Membership fees and terms shall be set by bylaw.

(4) A fee for membership may be waived under such circumstance and conditions as may be set by bylaw.

(5) Privileges and obligations of members may be established by bylaw.

 

5. Board of Directors

(1) The Board of Directors (hereinafter: Board) shall consist of:

(a) the following officials, elected in accordance with sec 8:

President, Vice-President, Treasurer, Secretary, and Director of Theatre,

which core group may act on behalf of the Board in circumstances of an urgent nature when it would be unfeasible or impractical for the Board as a whole to act;

(b) the Past President (ex officio); and

(c) such additional officials as may be appointed by the Board or by the general membership to carry particular responsibilities or represent special interests.

(2) The term of office for Board officers shall normally be two years. For the purpose of continuity, terms are to be arranged or adjusted so as to cause a staggered turnover of approximately half of the offices each year.

(3) A member of the Board may be re-elected or re-appointed.

(4) The Board may, by appointment, fill a vacancy in a Board office in an interim way, until (in the case of an official elected in accordance with subsection (1)(a)) the subsequent general meeting.

(5) The particular duties of each officer of the Board shall be set out in bylaw or policy.

(6) The Board shall meet regularly at the call of the President, in order to conduct the affairs of and represent ACT in accordance with section 6.

(7) The President shall chair Board and general meetings. In any absence of the President, his or her duties shall be the responsibility of the Vice-President.

(8) All Board officers (elected and appointed) may vote at Board meetings.

(9) An officer of the Board is personally indemnified against lawsuit, charges or debt which may be incurred as a result of the Board’s conduct of ACT’s affairs, so long as decisions or actions were taken in good faith, with no willful neglect or default on the part of the director, in accordance with the officer’s duties and the Constitution and Bylaws.

 

6. Duties of the Board

The duties of the Board are to

(a) ensure that ACT follows its purpose, roles and objectives;

(b) adopt strategic directions and policies to guide ACT’s activities;

(c) direct or oversee preparation of annual and other major strategic plans, proposals, and budgets;

(d) direct, monitor and support the month-to-month operation and projects of ACT;

(e) monitor and exercise safeguard control over the financial management of ACT – including determination of signing authority for financial transactions, the keeping of books of account, review of financial statements, and arrangements for audit by an accountant or other competent external person;

(f) engage and direct such staff, committees or other workers or contract agents as may be needed to carry out work which cannot be done on a voluntary basis;

(g) report on ACT’s operations and projects to the members of ACT– through the AGM and other ways of dissemination – information that is significant for the overall direction of ACT;

(h) consider and give direction concerning other similar matters which guide persons conducting ACT activities and promote the aims and objectives of the organization on behalf of its members.

 

7. Board meetings

(1) The President is responsible for calling a Board meeting and ensuring that notice and the draft agenda are given to all Board members in advance, and that materials for consideration at the meeting are provided in advance, to the extent that this is feasible.

(2) The quorum for Board meetings is 50% of the members.

(3) Board meetings are normally open to members of ACT; however, the President may close all or part of a meeting to deal with confidential or sensitive issues.

(4) Many Board decisions are made by consensus, but decisions involving more formal commitments will be made by means of a vote.

(5) A simple majority of Board members present at the meeting is required to carry a motion.

(6) The President may vote, and in case of a tie, is allowed to cast a second, deciding vote to break the tie.

(7) The President is responsible for ensuring that minutes are taken and distributed to all Board members.

(8) A meeting may be held by means other than physical gathering of members — by email, telephone or internet conference or other such methods.

 

8. Elections

(1) Elections for the Board of Directors shall take place at the Annual General Meeting, following the presentation of a slate of nominations by the Nominating Committee.

(2) The Nominating Committee shall consist of three ACT members including the Past President (if available), appointed by the Board sufficiently in advance of the Annual General Meeting to allow for compilation of a slate of candidates.

(3) Further nominations, in addition to those presented by the Nominating Committee, may be made by members at the Annual General Meeting.

(4) Any nomination must be agreed to in advance by the proposed candidate.

 

9. Board member vacates position

The position of a Board member, or his or her position as an officer, becomes vacant if

(a) the member resigns or dies, or in the judgement of the Board, becomes incapacitated to the point of not being able to serve, or;

(b) the member is removed (with the provision of 14 days notice) by a resolution of at least 2/3 of the other members of the Board on grounds of

(i) failure to attend 3 successive Board meetings without reasonable excuse,

(ii) recurrent failure to fulfil his or her duties as a Board member or officer,

(iii) evident inability, over a significant period of time, to fulfil his or her duties as a Board member or officer because of serious illness, absence from the country, or other similar reason,

(iv) misuse of ACT funds or facilities, or the person’s position as a Board member or officer,

(v) criminal action or ethically related behaviour which may affect his or her fulfilment of duties or credibility as a Board member.

 

10. General Meetings

(1) An Annual General Meeting shall be held each year, normally timed to occur approximately 6 weeks after the close of the fiscal year.

(2) Notice of the Annual General Meeting shall be given to all ACT members not less than two weeks prior to the date set for the meeting, and materials for consideration at the meeting are to be provided in advance, to the extent that this is feasible.

(3) The Board may convene such other General Meeting as it considers necessary.

(4) An Extraordinary General Meeting shall be convened within thirty days of receipt of a request signed by at least ten ACT members. Notice shall be given to all ACT members at least two weeks prior to the date set for the meeting.

(5) A quorum at any General Meeting shall consist of 25% of the Members.  If a properly called general meeting does not achieve a quorum, the meeting shall be re-called, with at least 15 days notice, and such reconvened meeting may proceed even if there is no quorum.

(6) Minutes of a General Meeting are to be taken and distributed to all ACT members.

(7) Non-members may, with the permission of the President, attend and participate (but not vote) in any general meeting; participation may be restricted to such topics as may be designated by the President.

 

11. Finances

(1) The Board shall cause proper books of account to be kept for all of the activities of ACT.

(2) The fiscal year shall be set by bylaw.

(3) The Treasurer is responsible to prepare or have prepared financial statements — that is, an outline of revenue and expenditures, assets and liabilities:

i. routinely for presentation at Board meetings, and

ii. annually for approval by the membership at the Annual General Meeting.

(4) The Board may direct that financial statements be audited or reviewed by an objective external person with accounting expertise (whether registered professional accountant or otherwise).

(5) The signing officers for ACT shall be designated by the Board in accordance with any prescription in bylaw, and any cheque or other financial instrument must be signed by two officers.

(6) All bank accounts shall be in the name of ACT (a community theatre).

(7) The Board, subject to any prescription in bylaw, may place ACT’s money in such investment instruments as may generally be considered secure.

 

12. Bylaws

The Board may make bylaws which shall have the same force as the features of the Constitution, so long as

(a) the bylaw is within the scope of and not inconsistent with the Constitution;

(b) notice of the intent of the proposed bylaw is given to members of the Board at least one week in advance of the meeting at which it is planned to make the bylaw;

(c) the bylaw is adopted by a simple majority of the Board members present;

(d) the bylaw – while coming into effect as soon as adopted – is subsequently presented to a general meeting for confirmation, and is not overturned by vote at that meeting.

 

13. Policies

The Board may make policies – that is, guidelines to amplify or clarify any feature of the Constitution or Bylaws, providing more detail or outlining procedures for instance – so long as the policy is within the scope of and not inconsistent with the Constitution or Bylaws.

 

14. Amendments to the Constitution

This Constitution may be amended at a General Meeting provided that:

a) Members are given at least 30 days notice, and provided with explanation of the intent and a draft of the actual text to be considered, and

b) the proposed amendment, with any amendment that may be made to it at the meeting, carries with a two-thirds majority of voting members present.

 

15. Disbandment

(1) Disbandment of ACT shall require a two-thirds majority of the votes cast in a vote open to all Members, whether conducted by meeting, mail-in, electronic or other means.

(2) In the event of a decision to disband, ACT shall disperse its assets among other non-profit groups on Prince Edward Island, with priority given to other community theatre groups.

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