West Carleton Arts Society

WCAS Constitution

1. NAME

The name of the organization shall be “WEST CARLETON ARTS SOCIETY” (WCAS).

2. AREA OF SERVICE

The WCAS shall serve the west area of Ottawa, i.e., the area of the former township of West Carleton and surrounding regions.

3. AIMS

The aims of the WCAS are:

to provide an organization through which members may develop their abilities and interests in the visual arts.
to foster the growth of the visual arts in the west area of Ottawa and the surrounding regions.
to contribute to the understanding, development and advancement of the visual arts in west Ottawa and the surrounding regions.
to support emerging artists.

4. DISSOLUTION

In the event of dissolution of the WCAS, all its remaining assets, after payment of liabilities, shall be distributed by the existing Executive to an Arts program in an educational institution in our area.

5. BYLAWS

Bylaws will be developed to amplify the constitution and further govern the operation of the WCAS.

6. OPERATION

The WCAS shall be a non-profit service organization and shall carry on its undertaking without the purpose of gain for its members, and any profits to the WCAS shall be used solely in promoting its aim.

7. ORGANIZATIONAL STRUCTURE

The duties and responsibilities of the executive of the WCAS shall be contained in the bylaws. The organizational structure of the “Executive” is the President, Vice president, Secretary, Treasurer and Event Coordinator.

8. APPROVAL

This constitution and bylaws were adopted at a general meeting at Carp, Ontario,
dated this _______day of ________________________, 2_____.

Approving Signatures:

President: ____________________________

Vice President: ________________________

Treasurer: ____________________________

Secretary: ____________________________

Events Coordinator _____________________

MEMBERSHIP AND OFFICERS

A “member in good standing” means a person who is a member of the WCAS and who is not in arrears with regard to fees.

1. MEMBERSHIP

1.1 Membership

Membership shall be for a period of one year, commencing on September 1 and ending on August 31 of the next calendar year. The following criteria shall determine categories of membership.

1.2 Regular Members

Any individual interested in the visual arts shall be considered for membership upon application. Persons may become members upon payment of dues. Members over eighteen years of age shall have the right to stand for office and are entitled to one vote each.

1.3 Patron

A patron shall be a business or an individual who has contributed resources to the WCAS and has been designated as a patron by the Executive of the WCAS. A patron may not be a member of the Executive and shall not have a right to vote.

1.4 Resignation

Any member may resign by submitting his written resignation to the Secretary of the WCAS and it shall become effective upon its acceptance by the Executive.

1.5 Expiration of Membership

A member whose membership fees are more than two months in arrears will automatically cease to be a member.

1.6 Expulsion by General Meeting

Any membership may be terminated by a vote of two-thirds of the members present and voting at a General Meeting of Members duly called for that purpose.

1.7 Cessation of Membership

Any member who shall resign or be expelled or whose membership has expired as a member of the WCAS shall immediately return to the WCAS all books or membership card of the WCAS which he may have in his possession, and he shall remain liable for the payment of all monies due from him at the date of his resignation or expulsion from membership.

1.8 Member in Good Standing

Only a member in good standing shall be entitled to serve in the Executive of the WCAS or to vote at any annual or general meeting of members.

1.9 Fees

Fees payable by members shall be determined by a majority vote at any annual meeting or general meeting.

2. OFFICERS

2.1 General

The officers of the WCAS shall be the President, Vice President, Treasurer, Secretary, and Events Coordinator and any other officers as the Executive may decide. The Executive may create such committees or appoint such officers or activity coordinators/conveners as necessary for the purpose of furthering the aims of the WCAS.

2.2 Election and Appointment

The membership at its annual general meeting(s), shall elect a President, Vice-President, Secretary, Treasurer and Events Coordinator and any other officers, directors or committee heads from among its members.

2.3 Removal

All officers of the WCAS, with the exception of the Executive, shall be subject to removal by resolution of the Executive at any time.

2.4 Term of Office

The officers of the Society shall hold office for a term of a minimum of one year and preferably two years. A person may be limited to two consecutive terms in any office. To provide continuity, it is advisable that elections be held for a maximum of only three Executive positions each year.

2.5 Appointment of Agents and Employees

The Executive may appoint agents and engage employees as it shall deem necessary. Such persons shall perform duties as prescribed by the Executive at the time of appointment. The remuneration of all agents and employees shall be fixed by the Executive.

2.6 Powers and Duties

All officers shall sign contracts, documents or instruments in writing as require their respective signatures and shall have and perform all powers and duties incidental to their respective offices and such other powers and duties as may, from time to time, be assigned to them by the Executive.

2.7 Delegation of Powers and Duties

In the case of the absence or inability to act of the President, Vice-President, Secretary, Treasurer, Events Coordinator or any other officer of the WCAS, or for any other reason that the Executive may deem sufficient, the Executive may delegate all or any of the powers and duties of such officer to any other member of the WCAS for the time being.

2.8 Remuneration and Expenses

All officers shall serve without remuneration, but any officer who is engaged in, or is a member of a firm that is engaged in any business or profession, may be paid the usual professional fees and charges for any professional service which is rendered on behalf of the WCAS. Reasonable expenses incurred by any officer in the performance of his duties may be paid out of the funds of the WCAS.

2.9 Duties of the Executive and Officers

The following describes the duties of Executive members and Officers of the WCAS.

1. President:

serves on Executive
provides leadership and guidance
determines monthly meeting dates
calls Executive meetings
organizes agenda for monthly and Executive meetings
conducts meetings
writes articles for the newsletter
promotes the WCAS to outside groups
keeps up-to-date on all projects
signs the minutes
co-signs cheques
acts as contact person
undertakes responsibility for the security of meeting hall
conducts miscellaneous duties as required

2. Vice-President:

serves on Executive
assumes President’s duties if s/he can no longer fulfill duties
acts as Program Convener:
- arranges for speakers/presenters for each meeting
- arranges for payment of speakers/presenters
- notifies Newsletter Editor regarding program details
- introduces speakers/presenters
- arranges for supplies/equipment for speakers as needed
- books hall for meeting

3. Secretary:

serves on Executive
ecords minutes of Executive and monthly meetings
provides copies of minutes to Executive
signs minutes
summarizes minutes for newsletter
manages general correspondence

4. Treasurer:

serves on Executive
receives fees from memberships and deposits in bank
collects other income and deposits in bank
pays all bills
signs necessary contracts, documents, etc.
maintains accounts, and provides a financial statement at meetings
assists committees in budgeting for events
remits collected PST
manages all money transactions at shows/sales

5. Events Coordinator:
(Events Coordinator’s and Show Conveners’ duties may vary with each show)

serves on Executive
appoints committee members
signs contracts and documents
takes care of all correspondence related to the event(s)
books hall
calls regular committee meetings
develops and implements a feedback questionnaire to be completed by exhibitors
analyses questionnaires and reports results to Executive
assists Treasurer with finances related to shows
sets up work schedules during show
keeps President apprised of show status

6. Newsletter Editor:

composes and types articles
formats, proof-reads and produces final copy
runs off labels for envelopes
designates assistants as required to run off copies and mail or email

7. Membership:

reminds all members (via newsletter) that memberships are due in September
receives membership applications
produces memberships cards and distributes to members
produces and distributes receipts for memberships paid
gives membership fees received to Treasurer
maintains membership list
provides current membership information to the Event Coordinator, Executive, and the Phone Committee

8. Web Master:

maintains website
maintains domain registration
arranges for payment of web hosting fees

9. Phone Coordinator:

contacts members as requested by the Executive

10. Refreshments Coordinator:

arranges for refreshments for each meeting
collects donations for refreshments

11. Librarian:

brings Society’s books to each meeting
keeps records of lenders and borrowers of books
reminds borrowers about overdue books
recommends purchases for the library

3. PROTECTION OF OFFICERS

3.1 Protection of Officers

No officer of the WCAS shall be liable for the acts, receipts, neglects or defaults of any other officer or employee or for any loss, damage or expense happening to the WCAS.

3.2 Indemnification

No officer’s heirs, executors, administrators and other legal personal representatives, shall be held responsible by the WCAS for any liability, costs, charges and expenses whatsoever that he sustained or incurred in respect of the affairs of the WCAS except such liability, costs, charges or expenses as are caused by his own dishonesty, willful neglect or default.

4. FINANCES

4.1 Fiscal Year

Unless otherwise determined by the Executive, the fiscal year of the WCAS shall terminate on the 31st day of August in each year.

4.2 Auditor

The members may, at each annual meeting, appoint an auditor. The remuneration of such auditor shall be fixed by the Executive. Notice of the appointment of an auditor shall be given to him forthwith after the appointment is made.

4.3 Cheques, Etc.

All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the WCAS, shall be signed by the Treasurer and one of either the President or Secretary. The Treasurer may deposit any cheques, etc., and shall be responsible for keeping current records of all financial transactions.

COMMITTEES AND MEETINGS
5. EXECUTIVE COMMITTEE

5.1 Management

The affairs of the WCAS shall be managed by an elected Executive of not less than two members who may exercise all such powers and do all such acts as may be exercised or done by the WCAS and are by the by-laws of the WCAS, or by statute expressly directed or required to be done by the WCAS at meetings of its members. Notwithstanding any vacancies in the Executive, the remaining Executive members may exercise all the powers of the Executive so long as a quorum of the Executive remains in office.

5.2 Quorum

A majority of the Executive shall constitute a quorum for the transaction of business.

5.3 Voting

Questions arising at any Executive meeting shall be decided by a majority of votes. In such cases the president will declare that a resolution has been carried and the Secretary will enter the resolution in the minutes. In the absence of the President, his duties may be performed by a Vice-President or such other Executive member the President may, from time to time, appoint for that purpose.

5.4 Calling of Executive Meetings and Notice

The President, or any Executive member, may convene a meeting of the Executive at any time. Notice of the meeting shall be given to each Executive member not less than five (5) days before the meeting is to take place. No formal notice shall be necessary if all officers are present at the meeting or those absent receive notice or signify their consent to the meeting being held in their absence.

5.5 Vacation of Office

The office of an Executive member shall forthwith be vacated:

a) if he is found to be a mentally incompetent person or a person mentally incapable of managing his own affairs;

b) if, by notice in writing to the WCAS, he resigns his office;

c) if, at a general meeting of members, a resolution is passed by a quorum of the members present and voting at the meeting that he be removed from office; and the members may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

5.6 Vacancies

Vacancies on the Executive may be filled by the Executive from among the qualified members of the WCAS, if they shall see fit to do so, otherwise the vacancy shall be filled at the next annual meeting of the members at which the Executive for the ensuing year are elected.

5.7 Nominating Committee

A Nominating Committee will be responsible to ensure that the suitable candidates are nominated to fill forecasted vacancies. The Nominating Committee shall be composed of any number of the membership and appointed by the President. It shall select a slate for the Executive to be forwarded to the members with the notice of the Annual Meeting.

Independent nominations for the Executive may be made from the floor at the meeting with the candidate’s agreement to stand for election.

5.8 Term

An Executive member shall serve for a term of a minimum of one year and preferably two years, and may offer himself for re-election.

5.9 Qualification

Each Executive member shall be at least eighteen (18) years old at the time of his election, and throughout his term of office shall be a member in good standing of the WCAS.

5.10 Chairmanship of Executive Meetings

The President, or in her/his absence the Vice-President, shall be the chairman of any Executive meeting.

5.11 Conflict of Interest

A conflict of interest occurs when an Executive member may benefit from any contract or transaction awarded by the Executive of the WCAS. Any Executive member must declare any conflict of interest before a vote and remove himself from the voting process.

6. EVENTS CONVENER

The Executive may appoint an Events Coordinator as may be considered desirable for the purpose of furthering the mission, objectives and activities of the WCAS. The Events Coordinator shall determine the size, composition and duration of the committee required for the event. The Events Coordinator must report to the President on a regular basis regarding event activities.

7. MEETINGS OF MEMBERS

7.1 Annual Meeting

The annual meeting of members shall be held in May of each year for the purpose of hearing and receiving the reports, budgets, by-law or constitution amendments and statements required to be read at and laid before the WCAS at an annual meeting, electing Executive members, and for the transaction of such other business as may properly be brought before the meeting.

7.2 General Meeting

The Executive or President shall have power at any time to call a general meeting of the members of the WCAS for the transaction of any business, the general nature of which is specified in the notice calling the meeting, to be held at a time and place as determined by the Executive or the President.

7.3 Notice of Members’ Meeting

Notice of any meeting of members shall be given to each member not less than five (5) days before the meeting is to take place.

7.4 Quorum

A quorum for the transaction of business at any meeting of members shall consist of not less than ten percent (10%) of members in good standing who are present in person and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

7.5 Voting of Members

Each member in good standing of the WCAS shall, at all annual and general meetings, be entitled to vote. No member shall be entitled to vote at any meeting unless he has paid all dues or fees.

At all meetings, every question shall be decided by a majority of the votes of the members present. Every question shall be decided in the first instance by a show of hands, unless a poll is demanded by any member. A declaration of the President that a resolution has been carried or not carried, and an entry to that effect in the minutes of the WCAS, shall be proof of the fact without proof of the number of the votes accorded in favour of or against such resolution. In case of an equality of votes at any meeting, whether upon a show of hands or at a poll, the motion shall be deemed to have been defeated and no one shall have a second or deciding vote.

7.6 Procedure

In all matters of procedure arising at any meeting not provided for by this Constitution, the question shall be decided by the President.

7.7 Minutes of Meetings

Minutes shall be kept of all decisions of the Executive committee, and annual and general meetings of members. All minutes shall be approved and signed by the President and Secretary of the meeting and shall constitute the record of the WCAS proceedings and shall be admissible in evidence as proof of the proceedings.

7.8 Adjournments

Any meeting of members or of the Executive or of any committee may be adjourned at any time.

ADMINISTRATION
8. EXECUTION OF DOCUMENTS

Contracts, documents or any other instruments in writing requiring the signature of the WCAS shall be signed by any two signing officers, one of which shall be the Treasurer, and all contracts, documents, and instruments in writing so signed shall be binding upon the WCAS without any further authorization or formality. The Executive shall have power, from time to time, by resolution, to appoint any officer or any person on behalf of the WCAS either to sign contracts, documents or instruments in writing generally, or to sign specific contracts, documents or instruments in writing in lieu of having them signed by any two signing officers as aforesaid.

9. REGISTER

The Executive shall maintain a register of members of the WCAS showing their last known address. This register shall be available to any member upon request. Members who do not wish to make their address available to the membership at large must so specify on their application for membership.

10. PUBLISHING AND COPYRIGHT

The WCAS may publish or promote the publication of journals, books and other material intended to further the aims and objects of the WCAS. Editors and editorial boards for each of the WCAS publications shall be appointed by the Executive. The copyright in papers and illustrations, if any, published by the WCAS shall be the property of the WCAS, unless the author, at the time of submitting the publication, shall reserve the copyright to himself.

11. DONATIONS AND GIFTS

The Executive may accept grants, donations and gifts in the name of the WCAS and its members. Proper acknowledgment and recording of these grants, donations and gifts shall be the responsibility of the Treasurer. Grants, donations and gifts to the WCAS shall not be divided amongst WCAS members.

12. AMMENDMENT OF CONSTITUTION AND BY-LAWS

The constitution or bylaws may be amended, revised or repealed by a majority of the members present at any properly convened annual meeting or general meeting, provided that the notice of such amendments has been given at a previous annual or general meeting, or the Secretary has notified all members at least five days prior to the meeting.

13. ENACTMENT

Enacted and passed this _____ day of _______________, 2____.

President: _____________________________

Secretary: _____________________________

(Modified from the Constitution of Arteast.)