Constitution

Constitution
Of
Theatre Night in Merrickville


ARTICLE l – NAME

The Association shall be known as Theatre Night in Merrickville (hereinafter referred to as TNIM)

ARTICLE II – OBJECTIVES

1.TNIM shall be a non-profit organization. Any profits or accretions in the capital of TNIM shall be used in promoting the objectives of TNIM, namely:

  1. To maintain and operate an amateur community theatre group, thereby advancing community theatre in the Village of Merrickville-Wolford.
  2. To advance the knowledge and appreciation of the Arts in general, and to develop training programs for actors, technicians, managers and other such persons through the resources of the corporation.
  3. To promote Canadian and local plays where and when possible
  4. Our season is to be comprised of a Spring and Fall production. Participation in Festivals or Special Events are to be encouraged provided they do not interfere with the regular playbill. The current Executive will make the final decision regarding TNIM participation in any events other than the Spring and Fall productions.
  5. To promote activities beneficial to the members and to the community and to cooperate with individuals and groups associated with theatres, such as visual art, dance, music, film, radio and television.
  6. From time to time, and where funding permits, and with a consensus from the membership, we may give a benefit performance or donation to a charitable or worthy cause. Donation up to TWO HUNDRED DOLLARS ($200.00) may be awarded by the Executive without the general membership’s approval.
  7. To solicit, accept by way of a personal gift, donation, subscription, bequest, legacy or devise, or otherwise, any money, property or anything of value
    whatsoever to meet the general expenses of TNIM.

ARTICLE III – MEMBERS

  1. Membership in TNIM shall be open to the general public upon the payment
    of the appropriate annual membership fee.
  2. The annual membership fee shall be fixed by the members at an Annual Meeting of TNIM and is payable at that time. Payments at other times will not be pro-rated. No member whose fees are in arrears shall be allowed to vote at any meeting unless the Executive otherwise directs. In the case of persons other than members who participate in activities of TNIM, they shall be encouraged to become members of TNIM.
  3. The membership shall be encouraged to participate in all activities of TNIM and shall be eligible to vote at Special Meetings and Annual General Meetings (AGM), and to hold offices in TNIM.
  4. Upon the signed recommendation of two members and as approved by the Executive Committee, honorary life membership may be conferred upon any person who shall have rendered notable service to TNIM. An honorary member shall have none of the obligations but shall be entitled to all the privileges of membership.

ARTICLE IV – OFFICERS

  1. The business and affairs of TNIM shall be directed and managed by the Executive Committee which shall consist of SEVEN elected officers and the Past President of TNIM, who shall be ex officio, a member of the Committee. All members of the Executive Committee shall be members in good standing in TNIM.
  2. The SEVEN elected officers shall be:
    1. President.
    2. Vice-President.
    3. Treasurer.
    4. Secretary.
    5. Co-ordinator.
    6. Member at Large – two (2) positions.
  3. The Past President of TNIM shall be ex-officio a member of the Executive Committee and shall have the right to attend executive Meetings. The past President shall assist the Executive in an advisory capacity giving as far as possible the benefit of their experience. At least thirty (30) days before the AGM the Past President shall strike a nominating committee comprised of themselves and two other members in good standing in order to present a slate of officers for election or re-election at the AGM. If the Past President is unable or unwilling to do this, the Vice-President shall strike the nominating committee. In the event that the Vice-President is a candidate for re-election, another member of the Executive who is not a candidate will strike the nominating committee.

The elected officers shall be elected at an AGM and, subject to the provisions which follow, may hold office for a two (2) year term. At the end of two (2) years, they may stand for re-election.

Elected officer(s) must provide consent in writing to hold office before or within ten (10) days after the election or appointment,

Any member entitled to vote at the AGM is eligible for election to any office at that time. A member nominated for office must be present at the AGM or have indicated in writing to a member of the nominating committee or the Vice-President their willingness to stand for office.

If there is more than one nomination for any office, the election shall be by secret ballot with all members present entitled to a single vote. Elections shall be decided by the candidate that receives the most votes.

Any member of the Executive Committee may be removed from office by a resolution passed by at least two thirds of the votes cast by the members entitled to a vote at a meeting held for that purpose. The vacant office may be filled at that meeting and the member or members elected shall hold office until the next AGM.

Any elected office on the Executive Committee shall be deemed to be vacant if the holder:

Ceases to be a member of TNIM.

Submits their written resignation.

Is removed at a meeting of members held for such a purpose.

Dies or is declared mentally incompetent; or

Fails to attend three consecutive Executive Committee Meetings without good cause.

In the event of a vacancy on the Executive (other than as detailed in item #8), the remaining members will select a replacement from the general membership to fill the position for the remainder of the term, or until it can be ratified at the next AGM, whichever comes first. The appointed member of the Executive may stand for election. If there is not a quorum of the Executive Committee, the remaining members of the executive shall forthwith call a meeting of the members to fill the vacancies.

Four (4) voting members of the executive shall constitute a quorum.

ARTICLE V – MEETINGS OF THE MEMBERS AND VOTING

  1. Meetings of the members shall be designated Special and Annual (AGM) The nature of all special business to be discussed at the meeting shall be stated in sufficient detail that the members can form a reasoned judgement, i.e., business other than consideration of financial statements and audits or reviews and other routine matters as laid out in the Not-for-Profit Corporations Act, 2010 (55.7)
  2. Meetings of the members (and the executive) may be conducted in person or virtually, by electronic or telephonic means, or by a combination of means. Provision will be made for secret ballots.
  3. There shall be one (1) Annual Meeting (AGM) of the members in each year, at such times as the Executive shall determine, normally in June. Members shall receive not less than ten (10) days written notice and not more than fifty (50) days written notice of the hour, date and place of the AGM.
  4. Members present at a meeting in person or virtually may vote. Members may also vote by mail. Mail may be sent through the post office or hand delivered to the executive member designated to receive mail-in votes at that meeting. Members voting by mail must clearly identify who they are, what agenda items they are voting on, and what their vote is. In the event of any dispute of the intent of a mail-in vote, the vote shall be disregarded. Mail in votes do not count towards the
    quorum of a meeting. The executive will provide a process for secret ballots where required (as in IV #8) or where requested by more than five (5) people present at the meeting.
  5. A Special Meeting of the members may be called by the Executive by giving all members not less than ten (10) days written notice and not more than fifty
    (50) days written notice.
  6. A Special Meeting of the members may be called by the Executive upon receipt of a written requisition signed by at least five members, or 10% of the membership whichever is less, specifying the purpose of the proposed meeting. If the Executive fails to call a meeting within twenty-one (21) days of receipt of the requisition, the requisitioning members may call such a meeting by giving not less than ten (10) days written notice and not more than fifty (50) days written notice.
  7. Twenty-five percent (25%) of the membership in attendance at a meeting, whether that attendance is virtual, by telephone or in person, shall constitute a QUORUM at any meeting.
  8. Subject to Clause 9 of this Article, Clause 8 in Article IV and Clause 7 in Article XI, the vote of the majority of the members present and entitled to vote shall be sufficient to carry any motion. The President shall cast a vote in the event of a tie. Voting shall be by a show of hands unless at least five (5) members request that it be by secret ballot.
  9. Any revision or amendment of the Constitution shall be by a vote of at least two-thirds of the members present and entitled to vote at a meeting called for that purpose. Notice of that meeting shall be sent to each member in writing not less than ten (10) days written notice and not more
    than fifty (50) days written notice. The notice shall contain the proposed amendment(s) to be submitted to the members at the meeting.
  10. The accidental omission of notice to any member or members or the non- receipt of notice by any member shall not invalidate any meeting or any proceedings at any meeting held pursuant to the notice.

ARTICLE VI – DUTIES OF THE EXECUTIVE

  1. The Executive may meet once a month at a time and place that the President may determine. The President shall call meetings of the Executive that coincide with the commencement and conclusion of each of the TNIM theatre productions.
  2. The Executive shall meet within the month following the Annual Meeting (AGM) for transfer of duties to the new Executive.
  3. President: The President shall be the chief officer of the Executive and shall, when present, preside at all meetings of TNIM. The President shall be responsible for the general management and supervision of the affairs and operations of TNIM.
  4. Vice-President: In the absence or disability of the President, the Vice- President shall serve in their place. The portfolio may also include:
    1. Be the official group representative to Eastern Ontario Drama Leagues, hereinafter referred to
      as EODL. Shall attend their meetings during the year, arrange for a substitute or pass on the
      group’s information to the EODL’s area Chairperson.
    2. Be the contact person for the Wardrobe Manager.
    3. Other duties as assigned by the Executive.
  5. Treasurer: The treasurer shall manage the financial affairs of TNIM, including:
    1. Custody of TNIM funds and securities.
    2. Keep accurate accounts of receipts and disbursements of TNIM in proper books of account.
    3. Deposit all monies in the name of TNIM in such bank or financial institution as the Executive
      Committee designates.
    4. Obtain proper vouchers for all disbursements.
    5. Render an account of all transactions and of the financial position of TNIM at the regular
      meetings of the Executive Committee.
    6. Table a Balance Sheet, a Profit and Loss Statement and the books of account for the preceding
      fiscal year ending the thirty-first (31) day of May at the AGM.
    7. Along with a Planning Committee consisting of the set Designer, Play Director, and Executive
      Producer, prepare a budget for the proposed production and submit the estimate to the Executive
      Committee for approval.
    8. Send an accurate accounting of TNIM finances to the Canada Revenue Agency as required to
      maintain the charitable status of TNIM.
    9. Maintain all financial records for at least 6 years.
    10. Any other duties as assigned by the Executive.

  1. Secretary: The Secretary shall be responsible for the following:
    1. The administrative operations of TNIM.
    2. Notices, Minutes and reports of all meetings.
    3. Custody of all books, papers, records, correspondence and other documents belonging to TNIM, retaining records for at least the legislated minimum period (six years, except where legislation other than the Not-for-Profit Corporations Act {2010} requires otherwise).
    4. Any other duties as assigned by the Executive.
  2. Co-ordinator: The Co-ordinator shall be responsible for the following:
  3. Publishing a bimonthly newsletter and sending same to members in good standing and such other
    people as the Executive shall determine.
  4. Arranging for workshops by submitting the appropriate forms and contacting workshop leaders.
    1. Keeping an up-to-date database of the membership, patrons, and other contacts.
    2. Soliciting membership and collecting membership fees.
    3. Any other duties as assigned by the Executive.
  5. Members at Large: The Members at Large have no specific duties. They shall assist the other members of the Executive with any duties assigned by the Executive.
  6. The Executive as a whole is also responsible for the establishment, review and distribution of a code of conduct to the membership, and for the enforcement of the code.
  7. The Executive as a whole and its members individually shall not be held liable for any actions taken provided that the actions be in accordance with this constitution and used their powers and discharged their duties in accordance with the Ontario Not-For-Profit Corporations Act or other legislation as appropriate.

ARTICLE VII – COMMITTEES

  1. The Executive may establish and appoint committees to assist it in any of the activities of TNIM.
  2. The Executive shall appoint a Chair for each committee and shall prescribe the duties to be performed by the Chair and committee.
  3. Committees may be dissolved at the discretion of the Executive.

ARTICLE VIII – FINANCES

  1. All monies of TNIM shall be spent on the affairs of TNIM at the discretion of the Executive up to and including one thousand dollars ($1000) for nonproduction expenses (e.g., for capital expenditures). Any amount greater must be approved by the membership at a Special or Annual Meeting. The Executive shall not allow the balance of TNIM’s bank account to fall below one thousand five hundred dollars ($1500) at the start of either Spring or Fall production without a majority vote at an AGM or Special Meeting. All disbursements on account of TNIM shall be made by
    two of the designated signing officers. There will be at least three signing officers, usually consisting of but not restricted to the President, Vice-President and Treasurer.
  2. The fiscal year of TNIM shall commence on the first day of June and shall end on the thirty-first day of May in each year.
  3. At each AGM the Executive shall nominate a person responsible for reviewing the books of TNIM for the most recent fiscal year. Once reviewed, the President shall sign the books. The review shall be conducted by either a qualified person outside of TNIM or by three qualified TNIM members.
  4. The executive shall, in not less than twenty-one (21) days prior to an annual meeting, provide a copy of the annual financial statement to all members who have informed TNIM that they wish to receive a copy.

ARTICLE IX – DISSOLUTION OF TNIM

  1. In the event of the dissolution of TNIM, all remaining assets of TNIM will be given to a registered Canadian charity or another qualified non-profit organization as detailed in the Income Tax Act (Canada).
  2. Preference will be given to local theatrical or other arts groups.
  3. The general membership of TNIM will determine the organization at a Special Meeting.

ARTICLE X – PARLIAMENTARY AUTHORITY

  1. The rules contained in the current edition of Robert’s Rule of Order Newly Revised shall govern TNIM in all cases to which they are applicable and in which they are consistent with the Constitution and any special rules of order TNIM may adopt.

ARTICLE XI – MECHANISM FOR AMENDMENT

  1. New articles or clauses to this Constitution may be proposed by any member in good standing.
  2. Amendments to existing articles or clauses in the Constitution may be proposed by any member in good standing.
  3. Proposals or amendments will be brought to the attention of the Executive at a monthly Executive Meeting. It is required that the person suggesting the proposal or amendment contact the President or Secretary of the Executive prior to the meeting in order to be included in the agenda for said meeting.
  4. The proposal or amendment will be tabled until the next Special or Annual Meeting where the membership will formally vote to confirm it. If confirmed, the amendment(s) will be entered into the Constitution.
  5. If the membership declines a proposal or amendment, the same issue may not be raised again for a period of two years. The Executive may choose not to recognize a proposal or amendment if the proposer is not willing to support said proposal or amendment.
  6. In order to amend the Constitution, a 2/3 majority vote is required.

This constitution is accepted and adopted as amended in the Municipality of Merrickville Wolford this 20th day of July 2023.