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    Articles of Incorporation, Constitution & By-Laws

    Revised 2005

    Definitions

    Within these documents, the following definitions may be used with meanings as provided:
    Annual General Meeting or AGM is the annual meeting which all members are invited to attend.
    Board refers to the Board of Directors of the Peterborough Theatre Guild.
    Guild is synonymous with Peterborough Theatre Guild.
    Production Executive is a committee of the Board of Directors responsible for the Guild's productions and chaired by the President.

    Articles of Incorporation

    The Articles of Incorporation are imbedded in the Letters Patent of Ontario and, with the exception of the title and numbering of each article, can only be modified by application to the Province.

    1.0    Name
    1.1    The name of the organization is Peterborough Theatre Guild, hereinafter referred to as the Guild.

    2.0   Incorporation,
    2.1   The Guild was incorporated at Toronto, in the Province of Ontario on June 2, 1965 as an Ontario Corporation without share capital. (Corporation Number 141103)

    3.0    Objects of the Guild
    3.1   The objectives of the Guild are:
            (a) To encourage and promote the cause of theatre in all its forms
    and
            (b) To receive, acquire and hold gifts, donations and bequests.

    4.0    Location of Head Office
    4.1    The Head Office of the Guild shall be in the City of Peterborough, in the Province of Ontario.

    5.0   Member Gains
    5.1    The Guild shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used in promoting its objects.

    6.0   Director Compensation
    6.1   The directors shall serve without compensation and no director shall directly or indirectly receive any profit from his or her position as such. However, reasonable expenses incurred by any director in the performance of his or her duty may be paid.

    7.0   Dissolution
    7.1    On the dissolution of the Guild and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations which carry on their work solely in Ontario.

    Constitution

    The Peterborough Theatre Guild is constituted as follows:

    1.0    Membership
    1.1    The membership of the Peterborough Theatre Guild consists of individuals who have paid an annual membership fee. The Board may limit the number of members if deemed necessary for the proper functioning of the Guild.
    1.2    The annual membership/subscription fees are proposed by the Board of Directors from time to time. Any changes to these fees become effective for the following membership year, subject to confirmation by a majority of members present at an Annual General Meeting or special membership meeting.
    1.3   The membership year shall correspond to the fiscal year of the Peterborough Theatre Guild.
    1.4    In order for a member to remain in good standing, annual membership fees must be paid by the date of the Annual General Meeting or the first performance of the regular subscription series, whichever comes first.
    1.5    An individual may join or resign from the Guild membership at any time. The Board of Directors determines policy regarding any prorating, refunding and deferment of membership/subscription fees.
    1.6   Upon recommendation of the Board of Directors and by a two thirds vote at the Annual general Meeting, honorary membership may be conferred upon a member who has rendered notable service to the Guild. An honorary member shall not be required to pay membership/subscription fees for the honoree's life.

    2.0    Board of Directors
    2.1    The affairs of the guild are managed by a Board of no less than 7 and up to a maximum of 12 Guild Members.
    2.2    Duties of the Board
    The role and responsibilities of the Board of Directors includes, but is not limited to:
    a. Managing property and finances.
    b. Serving as trustee to the Guild for all buildings, finances, equipment and assets.
    c. Authorizing the operating mandate.
    d. Serving as the Guild's official representative.

    2.3    Board Composition
    The Board is constituted and appointed as follows:
    Chair of the Board:   Elected to the office annually by the Board of Directors from within its membership.
    President (ex officio):   Confirmed or appointed annually by the Board
    Property Manager:    Elected to the office annually by the Membership at the AGM.
    Finance Manager:   Elected to the office annually by the membership at the AGM.
    Corporate Secretary:   Elected to the office annually by the Membership at the AGM.
    *Vice-President (ex officio]:   Elected annually by the Membership at the AGM; normally succeeds to the presidency at the end of the President's final year in office.
    1-6 Board Members at large:   Elected by the Membership at the AGM for terms of up to two years at a time.
    * Or, if a Vice-President has not been named, or is unable to serve, another member of the Production Executive appointed by the Board.

    2.4    A Board Member is normally elected for a two-year term, although a one-year term may be considered in particular circumstances.
    2.5    A Board Member's term extends from the end of the Annual General Meeting at which the Member is elected to the end of the Annual General Meeting of the year in which the term expires; OR until such time as the Board accepts the Member's resignation, having first ensured that that there are no critical unresolved issues requiring said member to remain on the Board.
    2.6    The maximum continuous service for any Board Member is normally six years. This may be extended by vote of the Membership.
    2.7    Any vacancy occurring on the Board of Directors between Annual General Meetings may be filled by Board appointment until the next AGM.
    2.8    The Chair may appoint a Vice-Chair from among the Board Members to serve the same term as the Chair.
    2.9 T   he Vice-President is elected by the membership at the Annual General Meeting, to take office as President the following June if the President is in his/her final year, subject to Board confirmation. In the event that a Vice-President is not named at the AGM or is unable to succeed to the presidency, the Board of Directors will appoint the incoming President.
    2.10    The Past President and the Past Chair may be invited by the Board to attend Board meetings as non-voting advisors.
    2.11    The Chair shall be an ex-officio member of all committees of the Board and may attend any other committee meeting or any events of the Guild in an official capacity without additional charge.

    3.0    Committees of the Board
    3.1    The Board may appoint standing or special committees as deemed necessary from time to time, in addition to the Production Executive provided for in this Constitution.
    3.2    The Production Executive reports to the Board. Except for the members identified as ex officio Board Members, Production Executive Members cannot serve on both the Production Executive and the Board. The Production Executive comprises the President (who shall be its Chair), the Vice-President and such team leaders and standing subcommittee chairs as may be determined in Board policy from time to time.
    The President is an ex officio member of all subcommittees of the Production Executive and may attend any other committee meeting or event of the Guild in an official capacity without additional charge. The President shall be responsible for appointing the chairs of the standing subcommittees of the Production Executive.
    3.3    Duties of the Production Executive
    It shall be the duty of the Production Executive to exercise delegated powers of the Board which include, but are not limited to:
    a.   scheduled theatrical productions
    b.   functions related to the productions
    c.   development of the appreciation of the theatrical arts, profile of the Guild in the community and member and customer relations
    d.   marketing of the Playbill(s)

    4.0    Officers of the Corporation
    The Corporate Officers of the Guild are:
    a. Chair of the Board of Directors
    b. President
    c. Finance Manager
    d. Corporate Secretary
    e. Property Manager
    4.1    Duties of the Corporate Officers
    Duties of the Corporate Officers include but are not limited to:
    a.   The Corporate Officers may act as signing officers for banking and contract purposes as set out in Board policy.
    b.   The Corporate Officers may serve as the Board's executive committee to act for the Board of Directors in an emergency between meetings, or in break periods when no regular meeting is scheduled.
    4.2    A Corporate Officer shall hold no more than one office at a time.
    4.3    Any vacancy occurring among the Corporate Officers may be filled by Board appointment for the unexpired term.

    By-Laws


    By-Law #1
    A By-Law relating generally to the transaction of the affairs of the Guild.
    1.0    Meetings
    1.1    Meetings of the Board shall be called by the Chair no less frequently than quarterly.
    1.2    Three members of the Board may request the Chair to call a meeting of the Board, and if the Chair refuses to do so, may convene a meeting themselves to which all Board members must be invited.
    1.3    Each Director shall be notified of a meeting of the Board not less than one week before the meeting is to take place.
    1.4    A majority of the Directors then in office shall constitute a quorum for the transaction of business. A quorum for decision-making by the Officers, when acting for the Board is a simple majority of the Officers currently serving. Any action taken by the officers shall be minuted, and must be reported to the full Board at its next regular meeting.
    1.5    The Board of Directors shall have the power to call a General Meeting of the members of the Guild at any time.
    1.6    The Annual General Meeting of the Guild shall be held in Peterborough, Ontario on a date in accordance with the Corporations Act.
    1.7    At every Annual General Meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of auditors shall be presented, membership fees may be discussed and modified, a Board of Directors, Corporate Officers and Vice-President elected, and auditors appointed for the ensuing year.
    1.8    Notice of the time and place of the Annual or General Meetings shall be given to each member by mail, telephone, electronically or via advertisement in the local daily newspaper ten days before such date.
    1.9    A quorum for the transaction of business at any Annual or General Meeting shall be 20 members.
    1.10    At all meetings of members each shall have one vote and all questions shall be decided by a majority of votes. All votes shall be taken by show of hands, unless a majority of members requests a secret ballot.
    1.11    For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address shall be his or her latest address, or email address recorded in the Books of the Guild.
    1.12    No error or omission in giving notice of any meeting of the members of the Guild shall invalidate such meeting or make void any proceedings taken thereat, and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
    1.13    Any member wishing to present a motion at the annual or any general meeting, shall forward a copy of the motion to the Board of Directors at least three days prior to the meeting.

    2.0    Finances
    2.1    Unless otherwise ordered by the Board of Directors, the fiscal year of the Guild shall terminate on the 30th day of June each year.
    2.2    The finances of the Guild shall be transacted through a chartered bank or a licensed trust or savings company.
    2.3    The Board of Directors shall submit any project involving contracts, acts, or transactions in excess of a total of $20,000 for approval of the members.
    2.4    All cheques shall be signed or endorsed by two of the Corporate Officers in the order of priority determined by Board policy, or by such other person(s) as may be designated in Board policy approved by formal resolution of the Board.
    2.5    The Board may require that the Signing Officers be bondable, or provide a criminal reference check at the Guild's expense.
    2.6    An annual report of the Guild's financial operation shall be presented to the annual meeting.

    3.0    Conflict of Interest

    If a Director has any material interest in any matter before the Board or to the Director's knowledge, any member of a Director's immediate family (spouse, live-in partner, child, parent) has any material interest in any matter before the Board whether such interest be direct or indirect, the Director shall declare such interest at the meeting and shall not take part in any discussion relating to the matter or vote on the matter. The Chair may ask the Director to excuse himself/herself from the meeting while such matter is being considered.

    4.0    Indemnification of Directors and Officers

    The Guild shall indemnify and save harmless any and all Directors and Officers acting on behalf of the organization in their capacity as Directors or Officers, from any and all claims, actions, expenses, costs, and legal expenses arising from their activities as Directors and Officers, provided that the Guild shall not be obliged to indemnify any Director or Officer that has committed any criminal act, or has not acted in good faith and the loss to the director arises in part or in whole from the criminal act or the failure to act in good faith. The Guild may obtain and pay for such insurance as it deems advisable to fund its responsibility to indemnify Directors and Officers.

    5.0    Procedures
    5.1    Any member may present in writing to the Board a matter which he or she believes should be considered by the Guild. The Board may refer the matter to the Production Executive for consideration and appropriate action. If the member is not satisfied with the action taken, the Board shall review the matter and advise the member of the results of the review.
    5.2    Procedures not covered by these By-Laws or procedures subsequently adopted by the Board, shall be in accordance with Robert's Rules of order (Revised Edition).

    By-Law #2
    A By-Law to authorize the Directors to borrow and give security.
    1.0    Loans & Securities
    1.1    The Directors from time to time are hereby authorized:
    a.   To borrow money upon the credit of the Guild in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise in an amount no greater than the amount of the Guild's term deposits/investments.
    b.   To issue debt obligations of the Guild.
    c.   To pledge or sell such debt obligations for such sums at such prices as may be deemed expedient.
    d.   To mortgage, hypothecate, charge or pledge, or give security in any manner whatever upon all or any currently owned or subsequently acquired property, real and personal, immovable and movable, undertaking, book debts, powers, franchises and rights of the Guild, to secure any debt obligations of the Guild, present or future, or any money borrowed or to be borrowed or any other debt or liability of the Guild, present or future.
    e.   To delegate to such Officer(s) or Director(s) of the Guild as the Board may designate all or any of the foregoing powers to such extent and in such manner as the Directors may determine.
    f.   This By-Law shall remain in force and be binding upon the Guild as regards any party acting on the faith thereof, until a copy certified by the Secretary of the Guild under the Guild's seal, of a special By-Law repealing or replacing this By-Law shall have been received by such party and duly acknowledged in writing.

    By-Law #3
    A By-Law relating to the Peterborough Theatre Guild Development Fund.
    1.0    Development Fund
    1.1    The Board of Directors of the Peterborough Theatre Guild will maintain the Peterborough Theatre Guild Development Fund.
    1.2    The Development Fund is established to receive donations of all types, whether in memorial or otherwise, honorariums and legacies, to further the objects of the Peterborough Theatre Guild as defined in the Constitution and in particular the purpose of providing education in all aspects of the theatre.
    1.3    The Administrators of the said Fund shall be the Corporate Officers of the Peterborough Theatre Guild.
    1.4    The Administrators shall maintain all contributions to the Development Fund in a separate account. In general only the income derived in any financial year from the invested capital contributions from time to time shall be used, but encroachments upon the capital of the Fund to provide for the payment of extraordinary capital expenses of the Guild shall be permitted. Any expenditure of monies from the Fund, whether income or capital, or any borrowing against the fund shall be first approved by a majority of the Members of the Board. Any interest earned by the Fund in any given financial year that is not expended in that year shall be added to and become part of the capital of the Fund for the purposes of the next financial year.
    1.5    Donations may be solicited from Guild members through the Guild Newsletter or other means. Members of the public shall be encouraged to donate to the Development Fund in their own name and by way of "in memoriam" donations and legacies. All donations shall be acknowledged by a receipt where requested for income tax purposes.
    1.6    The Board may from time to time transfer funds from general revenue into the Development Fund as the Board in its sole discretion sees fit.
    1.7    The Development Fund may be terminated and the capital and income transferred into the general revenue account of the Guild by special resolution of the Board of Directors, ratified by a majority of the Peterborough Theatre Guild members attending a special general meeting or annual general meeting.

    Amendments

    1.0    Amendment Procedures
    1.1    These by-laws may be amended by a majority vote of the members in good standing at an annual meeting or any meeting of the membership of the Guild called for that purpose, provided that ten days notice specifying the intention to propose the amendments has been given in the notice calling such a meeting.

    2.0    Resolution of Amendments
    2.1    The Constitution and By-Law #1 were first decreed as effective as By-Law #1 June 2, 1965.
    2.2    By-Law #1 amended June 3, 1976.
    2.3    January 8, 1985. By-Law #1 amended.
    2.4    June 23, 1987. All By-Laws amended.
    2.5    September, 1994. By-Law #3 added.
    2.6    September 10, 1996. By-Law #1 split into Constitution and By-Law #1 for clarity. Several amendments made; notably in areas of Board composition and appointment, Executive Officer appointment, financial management, and fiscal year changed. Definitions were added, the structure reorganized with a revised numbering system and pronouns were made non-gender specific.
    2.7    September 26, 2005.
        ____________________________   ____________________________
             Corporate Secretary                                   Presiding Chair
             ________________                                     _______________
               Date                                                                Date