A BY-LAW RELATING GENERALLY TO THE TRANSACTION

OF THE AFFAIRS OF

 

VALLEY COMMUNITY THEATRE

THEATRE COMMUNAUTAIRE DE LA VALLEE INC.

 

(Hereinafter called the “Corporation”) as follows:

HEAD OFFICE

 

  1. The head office of the Corporation will be at the residence of the Treasurer of the Corporation within the City of Greater Sudbury, in the Province of Ontario.

 

SEAL

 

  1. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of

the Corporation.

 

EXECUTIVE BOARD  

 

  1. The affairs of the Corporation shall be managed by a Executive board of five Managers, (HEREBY KNOWN AS THE BOARD) each of whom at the time of his or her election or within 10 days thereafter and throughout his or her term of office shall be a member of the Corporation. The positions of President, Vice President, and Production Manager shall be elected for a term of three years, or until his or her successor shall be duly elected and qualified. The positions of Secretary, and Treasurer shall be elected for a term of two years, or until his or her successor shall be duly elected and qualified. The members of the Corporation may, by resolution passed by at least three-quarters of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Manager before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of his or her term.

 

VACANCIES, on EXEC BOARD

 

 

  1. Vacancies on the Executive Board, however caused, may, so long as a quorum of Exec Board Members remain in office, be filled by the Managers from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the Exec. Board Members for the ensuing year are elected, but if there is not a quorum of remaining shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

QUORUM AND MEETINGS,  EXEC BOARD

 

  1. A Majority of the Managers shall form a quorum for the transaction of business. Except as otherwise required by law, the Board may hold it’s meetings at such place or places as it may from time to time determine. Meetings may be formally called by the President, or by the Vice-President, or by the Secretary on direction of the President or vice President, or by the Secretary on direction in writing of two Managers. Notice of such meetings shall be delivered, telephoned, faxed or sent by e-mail to each Manager not less than five days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named, and notice shall be sent of such regular meeting. Meeting may also be held, without notice, immediately following, and any time thereafter of the annual meeting of the Corporation. The Managers may consider or transact any business either special or general at any meeting of the Board.

 

 

ERRORS IN NOTICE

 

  1. No error or omission in giving notice for a meeting of the Board shall invalidate such meeting or invalidate or make void any proceeding taken or had at such meeting and any Manager may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

 

 

VOTING, OF EXEC BOARD

  1. Questions arising at any meeting of the Exec Board shall be decided by a majority of votes. The President shall have the right to vote on any motion put forth at a meeting of the Exec Board but in case of an equality of votes, the President shall not have a second or casting vote. All votes at such meetings shall be taken by ballot if so demanded by any Manager present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried and an entry to that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President, the Vice-President or such other Manager may perform his or her duties as the board may appoint from time to time for the purpose. Majority Consent Rules, if no consensus motion fails.

 

 

POWERS

 

  1. The Managers of the Corporation may administer the affairs if the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Managers are expressly empowered from time to time, to purchase, lease, or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings, and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.

 

RENUMERATION

 

  1. The Managers or members shall receive no remuneration for acting as such, but shall be paid reasonable expenses incurred by him or her in the performance of his or her duties upon the approval of the Board.

 

OFFICERS OF THE CORPORATION

 

  1. There shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Exec Board may determine by by-law from time to time. One person may not hold more then one office. The Signing officers shall be elected by the Exec Board from among their number at the first meeting of the Board after the annual election of such Board, provided that in default of such an election the then incumbents, being members of the Board shall hold office until their successors are elected.

 

DUTIES OF THE PRESIDENT AND VICE-PRESIDENT

 

  1. The President shall, when present, preside at all meetings of the Corporation and of the Board. The President shall also be charged with the general management and Official Spokesperson for the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President her or his duties may be exercised by the Vice-President or such other Manager(s) as the Exec Board may appoint from time to time for the purpose, exercises such duty or power, the absence or inability of the President shall be presumed with reference thereto.

 

DUTIES OF THE SECRETARY

  1. The Secretary shall be ex officio clerk of the Board. The Secretary shall attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for that purpose. The Secretary shall give all notices required to be given to members. The Secretary shall be custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he or she shall deliver up only when authorized by a resolution of the President to do so and to such person or persons as may be named in the resolution, and the Secretary shall also perform other duties as may be determined from time to time by the Board.

 

 

DUTIES OF TREASURER

  1. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may be designated from time to time by the Board. The Treasurer shall disburse the funds of the Corporation under the direction of the Board, taking proper vouchers therefore and shall render to the Board at regular meetings thereof or whenever required of the Treasurer, an account of all transactions performed as Treasurer, and of the financial position of the Corporation. The Treasurer shall also perform other duties as may be determined from time to time by the Board.

 

 

DUTIES OF THE PRODUCTION MANAGER

 

  1. The Production Manager shall be responsible for recommending plays to the Board, arranging for training of actors and arranging for technical assistance for all productions. The Production Manager shall be responsible for the selection of persons directing the plays, assisting the Artistic Director in producing a quality performance and supervising the budget approved for each play. The Production Manager shall also perform other duties. as detailed in Appendix "A"

DUTIES OF OTHER MEMBERS

  1. The duties of all other members of the Corporation shall be such as the terms of their engagement call for or the Exec Board requires of them.

 

 

EXECUTION OF DOCUMENTS

 

  1. Two officers of the Corporation shall sign deeds, transfers, licenses, contracts and engagements on behalf of the Corporation. The Secretary shall affix the seal of the Corporation to such instruments as required the same. Any officer or member of the Corporation or any person or persons from time to time designated by the Exec Board may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers or shares, bonds or other securities in the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.

 

 

BOOKS AND RECORDS

 

  1. The Managers shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

 

 

MEMBERSHIP

 

  1. The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the Board. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships, and other legal entities may vote through a duly authorized proxy. Each member shall promptly be informed by the secretary of his or her admission as a member by a notice that shall be hand delivered, or sent by fax or by e-mail or by regular letter mail.

 

ANNUAL AND OTHER MEETINGS OF MEMBERS

 

  1. The annual meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the Board may determine and on or about the third Monday of September of each year. At the annual meeting, in addition to any other business that may be transacted, the report of the Managers the financial statement Managers shall be elected and appointed for the ensuing year. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The Board or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation. No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or by fax or by e-mail or by hand delivery or by giving such notice by telephone, at least five days before the time fixed for the holding of such meeting; provided that any meeting of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or are represented by proxy duly appointed, and at such meeting any business may be transacted which the Corporation at the annual or general meetings may transact.

 

 

ERROR OR OMISSION IN NOTICE

 

  1. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceeding taken thereat and any member may at any time waive notice of any such meeting and may ratify and approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, or officer for any meeting or otherwise, the address of any member, or officer shall be her or his last address recorded on the books of the Corporation.

 

ADJOURNMENTS

 

  1. Any meeting of the Corporation or of the Exec Board may be adjourned by a quorum of the Exec Board to any time and from time to time and as such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. notice shall be required of any such adjournment. Such adjournment is required when no quorum is present.

 

 

QUORUM OF MEMBERS

 

  1. A quorum for the transaction of business at any meeting of members shall consist of not less then three Managers present in person.

 

VOTING OF MEMBERS

 

  1. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote and she or he may vote by proxy At all meetings of members every question shall be decided by a majority of the vote of the members present in person or represented by proxy, unless otherwise required in the laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every members having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such a manner as the Chairperson shall direct and the result of such a poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. The Chairperson shall not be entitled to vote At General Membership Meeting except in case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, whereupon the Chairperson shall be entitled to a casting vote.

 

FINANCIAL YEAR

 

  1. Unless otherwise ordered by the Exec Board, the fiscal year of the Corporation shall terminate on the 30th day of June in each year.

 

CHEQUES, ETC.

 

  1. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined from time to time by resolution if the Board and any one of such officers or agents may alone endorse notes and cheques for credit with the Corporations through its bankers, and endorse notes and cheques for credit with the Corporation’s bankers for the credit of the Corporation, or the same endorse “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign the entire bank’s forms or settlement of balances and release or verification slips.

 

DEPOSIT OF SECURITIES FOR SAFEKEEPING

 

  1. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited mat be withdrawn, from time to time, only upon the written order of the Corporation signed by officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board and such authority may be general or confined to specific instances. The institutions that may be so selected as custodians by the Board  shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

 

NOTICE

 

  1. Any notice (which term includes any communication or document) to be given, sent delivered or served pursuant to the Act, the Letters Patent of the Corporation, the by-laws or otherwise to a member, officer shall be sufficiently given if delivered personally to the person to whom it is given or if delivered to his or her recorded address or if mailed to her or him at their recorded address by prepaid mail, or if sent to him or her at their recorded address by means of prepaid transmitted or recorded or electronic communication. A notice so delivered shall be deemed to have been given when it delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, manager, officer in accordance with any information believed by the Secretary to be reliable.

 

 

BORROWING

  1. The Managers from time to time

(a)        borrow money on the credit of the Corporation; or   

(b)        issue, sell or pledge securities of the Corporation; or

  1. charge, mortgage, hypothecate or pledge all or any of the real or personal property of the

Corporation, including book debts, rights, powers, franchises and undertakings, to secure

any securities or any money borrowed, or other debt, or any other obligation or liability

of the Corporation.

 

From time to time the Exec Board may authorize any, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the Exec Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

INTERPRETATION

 

  1. In this by-law and in all other by-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vise versa, and references to persons shall include firms and corporations.

 

 

PASSED by the Board and sealed with the corporate seal of the Corporation this 17th  day of March, 2002.

 

 

Updated by the Board and sealed with the corporate seal of the Corporation this 22th day Of September 2003.

 

 

Updated by the Board and sealed with the corporate seal of the Corporation this 11th day Of September 2013.

 

PRESIDENT                                                                    SECRETARY

Appendix "A"

 

Production Manager

 

The Production Manager (PM) manages each production, from the selection of plays to closing night. The PM does not assume hands-on duties associated with getting the play ready for opening night, but does assume responsibility for ensuring that everything that must be done is completed as professionally as possible, within the time constraints identified, and within budget.

 

The key responsibilities of the position are itemized below, in logical order, as much as possible:

  • Researches and proposes to the Board of Directors a selection of plays for their consideration and adoption. Plays proposed must consider the size of the venue (cast size), community standards, and what plays appeal to our audience. The Board determines which play will be produced.

  • Canvasses for interest of potential directors and selects the candidate who, in the PM's opinion, can bring the production to fruition.

  • In consulation with the Director and Technical Director, strikes a budget for Board approval.

  • Arranges for license with play distributor, pays appropriate royalties and purchases sufficient scripts for cast and crew.

  • In conjunction with the Director, sets the audition dates and arranges for appropriate advertising through the Marketing Manager. The PM books appropriate space to conduct the auditions.

  • Based on the needs of the production, the PM secures the following key personnal for the show: Technical Director, Marketing Manager, Front of House Manager, Costumer, Props and Stage Manager, Music Director. (The managers for Front of House, Marketing and Technical Director (lights, sound, set construction) are established roles within VCT.) Each of these key personnel canvas the membership, family, and friends to fill the pesonnel requirements of their department as they deem appropriate.

  • In conjunction with the Director, develops and communicates the rehearsal schedule, technical rehearsal schedule and performance dates to the Board, cast and crew, and provides updates as necessary.

  • Books appropriate space for rehearsals.

  • Determines, in consultation with the Technical Director, when the set and technical requirements will be completed so that technical rehearsals are not delayed.

  • Confirms with Marketing Manager that all promotional items (posters, flyers, advertising) and ticket vendors are scheduled, and monitors ticket sales in conjunction with the Marketing Manager.

  • Receives all receipts from managers directly and arranges for reimbursement in a timely manner. In this way the budget can be monitored. Expenses outside the approved budget must be approved by the Production Manager.

  • Confirms with Front of House Manager that all requirements for performance nights are being met.

  • In conjunction with the Treasurer, maintains documentation regarding ticket sales for those agents who require proof of sales.

  • Provides leadership for the production by liaising with all manager, identifying issues, and providing assistance in resolving conflicts, whether technical or personnel in nature.

  • Arranges for Cast Party on closing night of production.

  • Ensures that no manager steps beyond their scope of authority as this may prove injurious to the production and VCT.