Constitution
 
1. Name: The Arts Council of Sault Ste. Marie (Ontario) and District (hereinafter referred to as the Arts Council) is a not-for-profit organization of members        
                     defined below.
 
2. Objectives: The objectives of the Arts Council are: The same as the letters paten,
    
      a) To coordinate the activities of those societies, associations, individuals, and other clubs or groups engaged in arts and crafts, and performing arts and                           similar activities in Sault Ste. Marie and the District of Algoma.
      b) To encourage education and appreciation of such arts and activities.
      c) To provide an information service for the public and member organizations throughout the said area.
 
3. Area of Service: The Arts Council will serve Sault Ste. Marie, Ontario and District.  The term “District” includes the location of any group or individual                                                              wishing to be affiliated with the Arts Council.
 
4. Membership: There shall be seven classes of membership:
   
     a) Group Member: A group association, club, guild etc. which supports the objectives of the Arts Council and pays membership  dues.
     b) Individual Member: An individual who supports the objectives of the Arts Council and pays membership fees.
     c) Affiliate Member: A business (or individual) who supports the objectives of the Arts Council and pays membership dues.
     d) Honorary Patron: An individual who, or an organization which, as patron, has significantly supported the work of the Arts Council for  at least five years.
     f) Institutional Member: Boards of Education, Colleges, Universities and Municipalities that support the objectives of the Arts council  and pays membership              dues.
     g) Artist Member: An artist who supports the objectives of the Arts Council and pays membership dues.  The artist must be an individual member before                       becoming and artist member.
 
5. Structure:
 
     a) Board of directors: The Arts Council shall be governed by a Board of Directors.  The organization shall be carried on without purpose of gain for its board                                                           members and any profit or other gain to the organization shall be used in promoting its objectives.
     b) Executive: Subject to the directions of the Board of Directors, the business of the Arts Council shall be conducted by the Executive. The Executive shall                                             consist of the President, Past-President, First Vice-President, second Vice-President, Treasurer, and Secretary.
     c) Administrator/Executive Director: Administrator shall conduct the day-to-day business of the Arts Council.  The Administrator shall be appointed by the                   Executive on mutually agreed terms of employment.  Other support staff may be appointed as desirable, subject to budgetary constraints. The organization             shall be carried on without purpose of gain for its members and any profits or other gains to the organization shall be used in promoting its objectives.
 
6. Duties and Functions of the Executive:
 
Subject to directions by the Board of Directors, the Executive shall be responsible for conducting the business of the Arts Council.
 
President: Normally presides at all meetings.
      Calls meetings as requires.
      Is ex-officio member of all committees.
      Appoints all committees not otherwise provided for.
      Carries out assignments as directed by the Board of Directors and the Executive.
      Performs such other duties as are appropriate to the Presidency.
Past-President: Chairs the Nominations Committee.
      Assists the incoming Executive in the transition following the Annual General Meeting.
      Annually studies the duties of the Executive and may recommend changes.
      Accepts ad hoc and short term assignments from the President and Executive.
First Vice-President: Serves as an aide to the President and in the absence or disability of the  
      President, assumes pro-tempore the duties of the President.
      Carries out such other duties as may be assigned by the Executive or the Board.
Second Vice – President: Supervises the standing committees.  Shall be responsible for the development of the calendar of events.
Secretary: Shall be responsible for recording and distributing the minutes of all meetings.
Treasurer: Keeps accurate records and accounts and submits to each meeting of the Executive and of the Board of Directors an up-to-date statement of the financial transactions of The Arts Council for the last fiscal year.
 
7. Duties and Functions of the Board of Directors:
 
The Board shall administer the affairs of the Arts Council in accordance with the objectives of the Arts Council.
Nominating Committee: A Nominating committee of three shall be appointed by the Executive at the penultimate meeting prior to the Annual General Meeting.The Committee shall consist of the Past-President (Chair) and two other persons invited by the Executive and accepting such invitation to serve in that capacity.A slate of candidates for Director shall be presented at the Annual General Meeting.Nominations from the floor subject to prior agreement of the nominee having been obtained in writing will be accepted up to the time of the election.
Election of Directors: Directors shall be elected annually at the Annual General Meeting from the membership entitled to vote.
Election of Executive: Excepting the Past-President, the officers of the Executive shall be elected, by select ballot, by and from the other members of the Board of Directors at a board meeting immediately following the Annual General Meeting.
Board Vacancy: In the event of a vacancy of the Board of Directors, the Board shall co-opt a replacement.
Terms of Office: The terms of office of the member of the Board of Directors shall begin at the conclusion of the elections at the Annual General Meeting.  At the time of the 1989 elections, half of those elected will serve for one year, and the other half for two years.  Subsequently, directors will be elected for two year terms.
 
Attendance at Meetings: Whereas diligence and the requirement to ‘exercise the powers and discharge the duties of his or her office honestly, in good faith and in the best interests of the Corporation’ implicitly require Directors to take part in each Board Meeting, unless prevented from doing so by good reason.  Be it resolved that where a Director fails to attend without reasonable cause as determined by the other Directors, fifty percent of the meeting of the Board of Directors held in any one fiscal year or three consecutive meetings, the delinquent Director shall be advised by the Secretary he/she is deemed to have resigned and a replacement shall be appointed by majority vote of the Board.  Further, a Director who by the above criteria has been delinquent in attendance will be automatically disqualified from standing for re-election at the next Annual General Meeting.
 
8. Quorum:
 
       a)    Executive: The quorum of the Executive shall consist of three members of the Executive.
       b)    Board of Directors: The quorum of the Board of Directors shall consist of 40% of the Directors including 2 members of the  Executive Committee.
       c)    Arts Council: The quorum of the Arts Council at the Annual General Meeting or Special Meeting shall consist of twelve members entitled to vote.
 
9. Meetings:
 
     a) Annual General  Meeting: This shall be in June.  Twenty one days written notice to members shall be given.
     b) Special Meeting: A special meeting shall be defined as a general meeting of the membership convened to deal with a specific  topic, situation, or emergency.             Seven days written notice shall be given.  A special meeting can be called by the Executive or 25% of the membership.
     c) Executive Meetings: These shall be held as the business of the Arts Council warrants, with a minimum of nine meetings per year
                                                       (including regular board meetings.)
9a. Voting:
 
Executive: The quorum of the Executive shall consist of three members of the Executive.
Board of Directors: The quorum of the Board of Directors shall consist of 40% of the Directors including 2 members of the Executive Committee.
Arts Council: The quorum of the Arts Council at the Annual General Meeting or Special Meeting shall consist of twelve members entitled to vote.
All voting will be with consensus of the directors in an informal manner.  Any Director may request a recorded vote at any meeting.  Any Director may
request a ballot vote be used
 
10. Standing Committees: (if required by the Board of Directors)
    
     a) All committee Chairs shall be appointed from the members of the Arts Council by the Board of Directors. Terms of reference shall be formulated by the                     Board of Directors.
     b) Duties and Functions: The Chair of each committee shall submit a report to the Board of Directors at least one month prior to the  Annual General
          Meeting and at any other time specified by the board.
     c) The Chair of any Standing Committee may appoint sub-committees as may be deemed necessary to implement the work of the             Standing Committee.
 
11. Ad Hoc Committees: Ad Hoc committees may be appointed by the Board of Directors as deemed as deemed necessary or desirable.
 
12. Fees:  To be addressed yearly at the December board meeting or hereafter.
 
13. Fiscal Year: The fiscal year of the Arts Council shall end on December 31st.
 
14. Renewal of Registration: There shall be annual fees for renewal of registration and membership.
 
15. Date of Privileges: An Arts Organization or Guild may join the Arts Council at any time during the year.  Memberships purchased after March 31st do not                                                          include membership privileges prior to the close of the current year’s Annual General Meeting.
 
16. Financial:
    
     a) All monies belonging to the Arts Council shall be deposited by the Treasurer or by the Executive Director in a bank account in the name of the organization.
     b) Expenditures shall be made in accordance with the annual budget.
     c) All cheques drawn on the Arts Council funds shall be signed by two authorized officers of the Arts Council.
 
17. Procedure: Except as stated otherwise in the by-laws, meetings shall be conducted under the Bourinto rules of Canadian  parliamentary procedure.