THE COVENANT

CONSTITUTION


I. The name of the Society is "Spectral Theatre Society".

II. The purposes of the Society are:

a) To produce and promote original and/or obscure theatrical work.
b) To create, sustain, and encourage theatre that is environmentally and socially responsible.  
c) To provide exciting alternative opportunities in the performing arts.
d) To develop and provide a facility for the rehersal, production and development of the performing arts in Vancouver.

III. In the event of winding-up or dissolution of the Society, funds and assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given to organizations or individuals promoting the same purposes as this Society, as may be determined by the members of the Society at the time of winding-up or dissolution, and if effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organizations, provided however that such organization(s) referred to in this paragraph shall be a registered charity(s) recognized by Revenue Canada Taxation as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect. 

IV. The mission of the Society shall be carried out without purpose of gain for its members and any profit or other accretions to the Society shall be used for promoting its purposes.

V. Paragraphs III, IV and V of the Constitution are unalterable in accordance with the Society Act.

BYLAWS


Interpretation

1. (1) In these Bylaws, unless the context otherwise requires,
(a) "Directors" means the directors of the Society at present;
(b) "Board" means Board of Directors;
(c) "Society Act" means the Society Act of the Province of British Columbia from time to time in force, and all amendments to it.

(2.) The definitions in the Society Act on the date these By-laws become effective apply to these Bylaws.

 

Membership

2. Membership is limited to the selected members of the Board, the Directors,  and those chosen by special appointment of the Board.  

3. No individual member may act as a representative of Spectral Theatre without explicit approval of the Board.

4. Every member shall uphold the constitution and comply with these Bylaws.

5. The Directors shall determine any alterations to the terms and restrictions of membership.

6. A person shall cease to be a member of the Society by 
(a) failing to uphold the constitution;
(b) failing to comply with the bylaws of the Society;
(c) by delivering a notice of resignation to the secretary of the Society; or
(d) upon death.

7. (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of a special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolutions for expulsion shall be provided an opportunity to be heard at the general meeting before the special resolution is put to a vote.

8. All members are in good standing except a member who has failed to uphold the Constitution of the society or uphold the best interests of the Society.

Meetings of Members

9. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Directors decide.

10. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

11. The Directors may, whenever necessary, convene an extraordinary general meeting.

12. (1) Notice of a general meeting shall specify the place, the day and the hour of meeting, and in case of special business, the general nature of that business.

(2)  The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

(3) Notice of meeting will be provided as outlined in Bylaw 48. 

13. The annual general meeting shall be held at least once every calendar year and not more than fifteen months after holding the last preceding annual general meeting.

Proceedings at General Meetings

14. (a.) All business of an extraordinary general meeting except the adoption of rules of order shall be designated special business.
(b)  All business that is transacted at an annual general meeting shall include 
(i) the adoption of rules of order; 
(ii) the consideration of the financial statements;
(iii) the report of the Directors;
(iv) the report of the auditor or financial reviewer, if any;
(v) the election of Directors;
(vi) the appointment of the auditor or reviewer, if required, and
(vii) such other business as, under these Bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting. 
(c)  No special resolution may be proposed at any General or extraordinary General meeting of the Society unless the Notice of the said meeting has briefly and fairly described the nature of the proposed special resolution; or, a minimum of 30 days written notice of such special resolution has been mailed to all members of the society or otherwise publicly posted.

15. (1) No business shall be conducted at a general meeting at a time when a quorum is not present.

(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(3)  A quorum is 3 members present or such greater number as the members may determine at an annual general meeting.

16. Subject to By-law 17, the president of the Society, the vice-president or in the absence of both, one of the other Directors present shall preside as chair of a general meeting. 

17. If at a general meeting
(a) there is no president, vice-president or any other director present within 15 minutes after the time appointed for holding the meeting, or
(b) the president and all the other directors present are unwilling to act as chair, the members present shall choose one of their number to be chair.

18. (1) No resolution proposed at a meeting need be seconded and the chair of a meeting may move or propose a resolution.

(2) In the case of an equality of votes the chair shall not have a casting or second vote in addition to the vote to which he/she may be entitled as a member. 

19. (1) A member in good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands, unless the members or Chair otherwise decide.

(3) Voting by proxy is not permitted.

Directors and Officers

20. (1) The directors may exercise all such powers as the Society requires subject to the provisions of
(a) all laws affecting the Society
(b) these By-laws, and
(c) enactments, not being inconsistent with these By-laws, which are made from time to time by the Society in general meeting.

(2)  No enactment, made by the Society in general meeting, invalidates a prior act of the Directors (that would have been valid if that rule had not been made.) 

21. (1)  The Chair, Vice-Chair, Secretary and Treasurer shall be officers of the Society.

(2)  An officer must be a Director and ceases to be an officer when he/she ceases to be a Director.

(3)  There shall be 5 Directors or such other number as determined by the members.

22. (1)  (The) Directors shall retire at the expiration of their term, when their successors shall be elected.

(2) A Director shall be elected at the annual general meeting for one two-year term.

(3) The officers shall be elected annually by the Directors at the first board meeting following the annual general meeting.

(4)  Election procedures at the annual general meeting shall be determined by the directors.

23. (1)  The Directors may at any time appoint a member as a Director to fill a  vacancy.

(2)  The Directors may at any time appoint a Director to fill an officer vacancy.

(3)  A Director appointed under By-law  23 (1) holds office until the next annual general meeting.

(4)  An officer appointed under By-law 23(2) shall serve the unexpired term of the officer he/she is replacing. 

24.  No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

25. The members may by special resolution and just cause remove a Director before the expiration of his/her office, and may elect a successor. 

26. No Director or officer shall be remunerated for service as a Director or officer but a Director or officer may be reimbursed for all expenses necessarily and reasonably incurred by him/her while engaged in the affairs of the Society. 

Proceedings of Directors

27. (1)  The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings.

(2)  The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the Directors then in office.

(3)  The president shall be chair of all meetings of the Directors, unless the Directors otherwise decide.

(4)  A Director may at any time through the Secretary convene a meeting of the Directors. 

28. (1)  The Directors may delegate authority to committees, consisting of such persons as they think fit and may name the committee.

(2)  A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report fully.

(3)  Subject to directions of the Directors, the committee shall determine its own procedure. 

29. (1)A Director who may be absent temporarily from the board may request a leave of absence of no more than three months, receiving no notices or reports during the period of absence. Without a request of leave, a director may be asked to resign after three consecutive absences. 

(2) A director may be removed before the expiration of his/her office due to just cause. 

30. (1)  Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.

(2)  In case of an inequality of votes, the chair does not have a second or casting  vote. 

31. The business of any meeting of the Directors shall be conducted according to Robert's Rules of Order.

32. A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.

Duties of Officers

33. (1)  The Chair shall preside at all meetings of the Board of Directors. 
(2)  The Chair shall be known as the President. 
(3)  The Chair may attend all meetings of the Society, unless the members or Directors otherwise decide. 
(4)  The Chair shall be the spokesperson for the Board of Directors and the Society. 
(5) The Vice-Chair shall carry out the duties of the President during his/her absence.

34. The secretary shall
(a) conduct the correspondence of the Society,
(b) issue notice of meetings of the Society and Directors,
(c) keep and distribute minutes of all meetings of the Society and Directors, 
(d) shall assure custody of all records, documents and the membership register of the Society.

35. The treasurer shall
(a) Oversee such financial records as are necessary to comply with the Society Act, and 
(b) Render financial statements to the Directors, members and others when required.

36. (1) The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer. 

(2)  Other officers, if any, shall perform such duties as the members decide.

(3)  The Directors or members may add additional duties to any Director or officer or transfer duties among Directors or officers.

37. In the absence of the secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.

Seal

38. The Directors may provide a common seal for the society and they shall have power from time to time to destroy it and substitute a new seal in place of the one destroyed.

39.  The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the president and secretary or president and secretary-treasurer. 

Borrowing

40. In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.

41. No debenture shall be issued without the sanction of a special resolution at the annual general meeting.

42. The members may by special resolution restrict the borrowing powers of the Directors but a restriction so imposed expires at the next annual general meeting. 

Auditor

43. The Society may resolve to appoint an auditor at an annual general meeting to  hold office until he/she is re-appointed or his/her successor is appointed at the next annual general meeting.

44. An auditor may be removed by ordinary resolution.

45. An auditor shall be informed forthwith in writing of an appointment or removal.

46. No director and no employee of the Society shall be auditor.

47. The auditor may attend general meetings.

Notice to Members

48. Public notice of a general meeting shall be provided at least 14 days prior to the meeting.

By-laws

49. A member in good standing is entitled to a copy of the Constitution and Bylaws. 

50. These Bylaws shall not be altered or added to except by special resolution.

SIMON C. HUSSEY

The Chair

JIM DREICHEL

Vice-Chair

SETH LITTLE

Secretary

TATIANA ROBINSON

Treasurer

ABBY DE FOREST

Member-at-large

ERICA LEDUC

Member-at-large

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