Georgian Bay Symphony

By-Laws 

November  2024

(Approved at AGM November 7 2024)

 

Interpretation:

All terms contained in this By-Law that are defined in the Ontario Not-for-Profit Corporations Act (ONCA) shall have the meanings given to such terms in the Act.  Words importing the singular include plural and vice versa, and words importing one gender include all genders.

 

Article 1:   Name

The organization shall be known as Georgian Bay Symphony in accordance with the Supplementary Letters Patent issued by the Ministry of Consumer and Commercial Relations on January 12, 1984.

Georgian Bay Symphony is a charitable institution operating under the Ontario Not for Profit Corporations Act (ONCA)and may also be referred to as the Corporation.

 

Article 2:  Location

2.01        The Head Office of the Corporation shall be in the City of Owen Sound, in the County of Grey, in the province of Ontario.

2.02        The corporate records, documents and other instruments belonging to the Corporation shall be maintained at the Head Office or in custody as designated by the Board of Directors.

2.03        The Corporate Seal of Georgian Bay Symphony shall be in the form impressed hereon.

2.04        Any Director or Officer may certify a copy of any instrument, resolution, By-Law or other document of the Corporation to be a true copy thereof.

 

Article 3:  Mission Statement

3.01        Georgian Bay Symphony harnesses music’s inspirational power through performances, educational programs, and community engagement, enriching the Grey Bruce region’s quality of life with meaningful experiences and connections.

 

Article 4: Membership

4:01        Performing Membership

                Performing members are those individuals who conduct or perform with the orchestra.

                (i)Performing members shall pay a yearly membership fee as set by the Board of Directors.

                (ii) Performing members shall have all the rights and privileges of regular members

 

4:02        Regular Membership

1. Persons who have purchased a season’s subscription or have made a donation or payment to the corporation equal to the cost of a season’s subscription may be admitted as members of the corporation by resolution of the Board of Directors

4:03        Rights of Members

1. All members are entitled to vote at regular meetings.   

2. All members are eligible for election as a member of the Board of Directors of the Corporation

3. Any member failing to comply with policies and regulations of the Corporation may be removed from office or have his membership revoked by a two-thirds majority vote of the Board of Directors.

 

Article 5:  Board of Directors

5:01        The affairs of the Corporation shall be managed by a Board of Directors consisting of 3 to 9 members elected by the membership at the annual general meeting.  The directors shall serve without remuneration and shall not receive, directly or indirectly, any profit from their positions as directors, but the directors may be paid reasonable expenses incurred in the performance of their duties.

5.02        No person shall qualify as a director unless he or she is eighteen or more years of age, a voting member of the Corporation and a resident of Ontario.

5.03        The term of office of the Directors shall be from the date of the meeting at which they are elected or appointed until the date of the next annual meeting or until their successors are elected or appointed.

5.04        The maximum length of a Director’s term is four years.  However, there is no restriction on the number of terms a Director can serve.

5.05        The office of a Director shall be vacated immediately:

                (i) if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;

                (ii) if the Director dies or becomes bankrupt

                (iii) if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or

                (iv) if, at a meeting of the Members, the Members by ordinary resolution remove the Director before the expiration of the Director’s term of office

 

5.06        Filling Vacancies

                (i) A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor.

                (ii) If there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and

                (iii) a quorum of Directors may fill a vacancy among the Directors

                 (iv) in meetings of the Board of Directors, each Director has one vote.Questions arising at any Board meeting shall be decided by a majority of votes.In case of an equality of votes, the Chair shall not have a second or casting vote.

 

5.07        Officers

                (i)The Board shall appoint annually from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary.  The office of chair and president may be held by the same person.  The Board may appoint such other Officers and agents as it deems necessary.

                (ii)Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all such duties

 

5.08        Conflict of Interest

                A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act.  Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

                No Director shall, directly or through an associate, receive a financial benefit, through a contract or otherwise, from the Corporation if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.

 

 

Article 6:  Meetings of the Membership

6.01        (i)The annual meeting shall be held on a day and at a place within Ontario fixed by the Board.  Any Member, upon request, shall be provided, not less than ten business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles.

                (ii) The business transacted at the annual meeting shall include:

1. Receipt of the agenda

2. Receipt of the minutes of the previous annual and subsequent special meetings

3. Consideration of the financial statements and auditor’s or accountant’s report

4. Appointment of an auditor or accountant for the coming year

5. Election of Directors

6. Transaction of any other business as may be properly brought before the members

 

 

6.02        Special meetings

The Directors may call a special meeting of the members on written requisition of the members.  The Board shall call a special meeting within 21 days after receiving the requisition unless the Act provides otherwise.

6.03        Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the  Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement.  Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any special resolution to be submitted to the meeting.

6.04        Quorum

                A quorum for the transaction of business at a Members’ meeting is a majority of the Members who are entitled to vote at the meeting, and are present in person.  If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.