Bylaws

Article 1 - Name

1.1 The name of the organization shall be Arts and Culture Council of Strathcona County herein referred to as “ACCSC”.
1.2 ACCSC shall not adopt a Society Seal.

Article 2 - Definition and Interpretation

2.1 Culture includes: performing arts, visual arts and crafts, literary arts and heritage interests.
2.2 Strathcona County Recreation, Parks and Culture representative means an employee of that organization.
2.3 Cultural group means an organization of persons with a Board representing specific performing arts, visual arts and crafts, literary arts and/or heritage interests that provide programming and/or services in Strathcona County.
2.4 Cultural group representative means the representative chosen by the groups’ members to represent them in ACCSC and who may serve on ACCSC’s Board of Directors.
2.5 Board of Directors means the elected Officers and Directors of ACCSC.
2.6 Member means a group or individual that has fully met the requirements of Article 3 and Membership means all the members of ACCSC.

Article 3 – Membership and Dues

3.1 Membership in ACCSC is open to any Cultural group or individual artist or member of the public or corporation that subscribes to the purpose and bylaws of ACCSC.
3.2 The membership year shall run from January 1 to December 31 each year, with renewal due at the Annual General meeting.
3.3 Annual dues shall be set as recommended by the Board and voted upon by the membership at a General Meeting.
3.4 Member Expulsion: A member in ACCSC may be suspended or terminated for conduct harmful to ACCSC, its bylaws, purpose or guiding principles by a 2/3 majority vote of those members in good standing at a regular or special general meeting.
3.5 A member may resign in writing delivered to the secretary.

Article 4 - Quorum

4.1 A quorum for all Annual General, Regular, Special or Board of Director meetings shall be 50 percent plus one.

Article 5 - Meetings

5.1 Annual General Meetings shall be scheduled not later than April. Notice of the Annual General Meeting and a proposed agenda shall be given in writing by fax, email and/or by mail at least 30 days in advance of the date set. The AGM shall:

a) Elect officers/members of Standing Committees, and make appointments as required;
b) Receive the audited financial reports, and other reports;
c) Transact such other business as may properly come before an annual meeting.

5.2 Regular General Meetings of the membership shall be scheduled at the beginning of each term and may be held monthly or quarterly but must be held at least once every four months. Such meetings shall be called by written notice to the membership in minutes or a newsletter received by mail or e-mail no less than ten days before the set date of the meeting.
5.3 Special General Meetings may be called at the discretion of the President or by any three members on written notice to the President received within ten days of the set date stating clearly the matter(s) to be discussed, and only those matters may be dealt with at that Special Meeting. The members will be notified by telephone within three days of when the special meeting is called i.e. seven days before the set date of the meeting.
5.4 Board of Directors Meetings shall be held each month or a minimum of four times per year or more frequently if necessary. These meetings shall be open to attendance by members as observers.
5.5 Standing Committees shall meet at the call of the Chair.

Article 6 – Board of Directors

6.1 The Board of Directors shall consist of four elected Officers and four or more Directors-at-Large, who may be assigned responsibility for a standing committee. The Past President shall also be a member of the Board. Members of the Board must be residents of Strathcona County.
6.2 The Annual General Meeting shall elect officers consisting of a president, first vice-president, second vice-president, treasurer and secretary.
6.3 Signing authority shall be assigned to three officers: president, first vice-president and treasurer. Any two of these officers shall sign all cheques.
6.4 Any Director may be removed from office as stated in Article 11.
6.5 A Director may fill a vacancy in an officer’s position, on an interim basis. The appointee will subsequently be elected or ratified at a legally constituted Annual or Regular General Meeting of the members.
6.6 No Director of the association shall receive remuneration for services provided to the association.

Article 7 - Voting

7.1 Only individual or non-profit organization members in good standing are entitled to vote at the Annual General, Regular General and Special General Meetings.
7.2 Such voting will be made in person by a member in attendance at the meeting and not by proxy.
7.3 Where a Board Member is in a conflict of interest that person shall not vote or take part in the discussion.

Article 8 - Duties of the Board

8.1 The Past-President sits on the Board, appoints an ad hoc nominating committee, and conducts the elections.
8.2 The President chairs all meetings of the Board and association; calls meetings as required; reports to the membership regularly and will be ex-officio to all committees except the nominating committee; acts as signing authority for the organization and carries out the usual duties of the chair.
8.3 The Vice-presidents carry out any duties assigned by the Board and those of the President in the President’s absence. First Vice-President is responsible for ACCSC relationships with members and interrelationships among them and will act as signing authority. Second Vice-president is responsible for the external relationships of the organization.
8.4 The Secretary attends all meetings of the Board and the association. The Secretary also records, distributes and files accurate minutes of meetings, has charge of the correspondence of the association and submits the required annual Society Report to the office of Corporate Registries.
8.5 The Treasurer attends all meetings of the Board and the association. The Treasurer receives all monies for the association; deposits them to the ACCSC account and keeps accurate financial records. The Treasurer acts as signing authority for the association; also pays all accounts of the association, properly maintains the accounts ledger and files all transactions; presents the financial situation of the society to the Board regularly; prepares the financial statements for the audit or review committee, and presents the audited/reviewed annual financial statement to the Annual General Meeting. Two copies of such financial statements shall be prepared: one for the association files and one for the annual Societies Report to the office of Corporate Registries.
8.6 If a volunteer does not step forward for each of the positions of treasurer and secretary these two positions can be combined and be undertaken by one person at the discretion of the Board.

Article 9 - Role and powers of the Board of Directors

9.1 The Board of Directors shall have the following responsibilities:

a) Speak with one voice through motions.
b) Operate being mindful of its obligations to the membership.
c) Direct, control and inspire ACCSC through careful establishment of organizational policies and practices that reflect the guiding principles and values.
d) Monitor and discuss organizational process and performance.
e) Fulfill their legal and fiduciary responsibilities.
f) Ensure the implementation of all resolutions approved by the members.

Article 10 - Ad-Hoc Committees

10.1 May be established as needed. Adhoc committees may be formed from time to time for a specific project, including research and reporting. The adhoc committee will be disbanded once that project is completed. Adhoc chairs are not Board members but must report to the Board.

Article 11 - Termination

11.1 By special resolution, a Director may be suspended or terminated as a Director for conduct harmful to ACCSC, its purpose or bylaws provided such Director is given the opportunity to have a hearing. Such a resolution will be brought before a special meeting.
11.2 The decision of the members is final.

Article 12 - Rules of Order

12.1 Rules of Order shall be Robert’s.

Article 13 - Borrowing powers

13.1 For the purpose of carrying out its objects, ACCSC may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the organization, and in no case shall debentures be issued without the sanction of a special resolution of the organization.

Article 14 - Financial Review or audit

14.1 The books and records of ACCSC shall be audited annually by a review committee of two non-board members appointed at the previous Annual General Meeting.
14.2 The books shall be open to the members of the Board of Directors at any time and be open by arrangement, on request, to any of the members.

Article 15 - Dissolution

15.1 In the event of a voluntary dissolution pursuant to the Societies Act, any remaining funds and assets of the Council shall be disposed of as determined by the Board of Directors.

Article 16 – Amendments to the By Laws

16.1 The bylaws may be altered, amended or repealed by a special resolution by a 75 per cent majority of the membership present at a duly called general meeting, notice of which states the proposed changes and reaches members thirty days in advance of said meeting. The bylaws come into effect when written notification has been received from Corporate Registries that the society has been registered.

Article 17 – Fiduciary Responsibility

17.1 Fiduciary responsibility is first and foremost the responsibility of all Officers and Members of the Board of Directors to guide, steward, and manage the finances and organization of ACCSC. Officers and Members of the Board of Directors must realize they are acting in trust for others and to that end, shall carry out their work according to the highest standards of ethical behaviour.