The Factory: Hamilton Media Arts Centre was incorporated
April 26, 2004 Ontario Corporation #: 1614447
A by-law relating generally to the transaction of the affairs of The Factory: Hamilton Media Arts Centre (hereinafter referred to as “The Factory”).
In these by-laws, 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 vice versa, and references to persons shall include firms and corporations.
BE IT ENACTED as a by-law of The Factory as follows:
1. The Head Office of the Corporation shall be in the City of Hamilton, in the Province of Ontario, Nation of Canada, and at such place therein as the Trustees may from time to time determine.
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
3a. A Member of The Factory is any of the following: (2006)
- Full Member, has access to equipment and is entitled to vote and hold office.
- Associate Member, has no access to equipment and is not entitled to vote or hold office.
- Organizational Member, has access to equipment, is entitled to vote, and can appoint one representative or submit one proxy at an Annual General or Special Members Meetings, can hold a seat on the Board in a non-voting ex-officio capacity, and does not affect the reported number of Board seats. (2009)
- Honorary Member, a recognition of our best and continuous supporters, and having the same privileges as Associate Members. (2009)
3b. A list of Members in good standing will be maintained, and a copy will be deposited with the Secretary of the Board. Questions regarding the status of Members will be resolved by the Board.
3c. All current new and renewing Full and Organizational Members are allowed to vote at any General meeting of the Membership. All Members privileges are available immediately to all Members upon registration. (2009)
4a. Members shall pay such annual membership fees as may from time to time be fixed by the Board of Trustees.
4b. Membership will begin on the first day of January, will cease on the 31st day of December, and is renewable. (2009)
4c. The renewal of a Membership will see the immediate reinstatement of all Members’ privileges including, when applicable, his/her right to vote. (2009)
4d. All Members must abide by the Code of Conduct & Ethics of the Corporation.
4e. All Members shall be eighteen years of age or older.
BOARD OF TRUSTEES
5. The affairs of the Corporation shall be managed by a Board of Trustees comprising no fewer than 7 and no more than 12 Full Members in good standing, plus two additional Community Members who may be appointed by the Board. (2006)(2009) Board Members shall serve for a two-year term, and shall be eligible for re-election or re-appointment if otherwise qualified. One-half of the Board retires at each Annual meeting, but is eligible for re-election. The election of Trustees shall be decided by secret ballot. (2006) The Board may, by a Resolution passed by at least eight of the votes cast at a Board meeting of which notice specifying the intention to pass such resolution has been given, remove any Board Member before the expiration of her/his term of office. Each Board shall upon its re-election elect from among themselves a person who shall be Chair of the Board. Each person shall cease to be a Trustee of the Corporation immediately upon her/his ceasing to be a Member of the Board.
ELECTION AND APPOINTMENT OF BOARD OF TRUSTEES
6a. Appointments – Two Full Members representing specific skills, or representative of certain Communities may be appointed to the Board by the Board of Trustees for terms no longer than one year. These Community Representatives will be appointed and ratified by a simple majority vote of the Board, will have the right to vote, and will affect the number of Board seats. (2009)
6b. Appointments ex-officio – an indeterminate number of Organizational Members may be appointed to the Board for terms no longer than one year. These Organizational Members can be appointed and ratified by a simple majority vote of the Board.
6c. Elections for the Board of Trustees – All other Members of the Board will be elected at the Annual General Meeting or a Special General Meeting of the Membership. (2009)
VACANCIES – BOARD OF TRUSTEES
7. Vacancies on the Board shall be filled by the remaining Members of the Board. (2009)
QUORUM AND MEETINGS, BOARD OF TRUSTEES
8. A minimum of half the Board Members, excluding the Chair, shall constitute a quorum for the transaction of business. (2006)(2009) Except as otherwise required by law, the Board may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Board Members are present, or if those absent have signified their consent to the meeting being held in their absence. Board meetings may be formally called by the Chair or in the case of her/his absence for whatever reason, by the Secretary on direction in writing of any two Board Members. Notice of such meeting shall be delivered, telephoned, or emailed to each Board Member not less than five days before the meeting is to take place. The statutory declaration of the Secretary 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 month for regular meetings at an hour to be named and of such regular meeting, no notice need be sent. A Board meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The Board Members may consider or transact any business either special or general at any meeting of the Board.
ERRORS IN NOTICE – BOARD OF TRUSTEES
9. No error or omission in giving such notice for a meeting of the Board shall invalidate such a meeting or invalidate or make void any proceedings taken or had at such meeting and any Board Member may at any time waive notice of such a meeting and may ratify and approve of any or all proceedings taken or had thereat.
VOTING – BOARD OF TRUSTEES
10. Except as provided in law and except as herein set forth, questions arising at any Board meeting shall be decided by a majority of votes. All votes at any Board meeting shall be taken by ballot if so demanded by any Board Member present, but if no demand were made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried, and an entry to that effect in the minutes, shall be admissible in evidence as prima facie proof of the fact
11a. The Board Members of the Corporation may administer the affairs of 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 hereafter provided, generally, may exercise all such powers and do all such other acts and things as the Corporation is by its character or otherwise authorized to exercise and do.
11b. The Board may, at its sole and absolute discretion, deny or refuse an application, refuse to renew, or terminate a Membership at any time for violation of the by-laws, for failure to abide by the Code of Conduct & Ethics, or for transgression of the Mission Statement. (2009)
REMUNERATION OF TRUSTEES
12. The Board Members shall receive no remuneration for acting as a Member of the Board.
OFFICERS OF CORPORATION
13. The officers of the Board shall be a Chair, a Treasurer, and a Secretary. The Chair shall automatically become the Past Chair following her/his term as Chair. The Past Chair shall sit on the Board as an ex-officio (non-voting) Member of the Board unless serving an elected or appointed term as a Trustee. (2006)
DUTIES OF THE CHAIRPERSON
14. The Chair shall be elected by the Board. The Chair shall preside at all meetings of the Members of the Board and chair the Annual General Meeting. In the absence of the Chair, her/his duties shall be performed by such other person as may be selected from time to time by the Board.
DUTIES OF THE TREASURER
15. The Treasurer shall be charged with the supervision of the financial affairs and operations of the Corporation. During the absence or inability of the Treasurer, her/his duties and powers may be exercised by a Board Member appointed by the Board. The Treasurer shall attend all meetings of the Board.
DUTIES OF THE SECRETARY
16. The Secretary shall attend all meetings of the Board and ensure all facts and minutes of all proceedings are properly recorded. She/he shall give all notices required to be given to Members and to the Board. She/he shall be the custodian of the seal of the Corporation, and of all books, papers, records, correspondence, contracts, and other documents belonging to the Corporation. She/he shall perform such other duties as may from time to time be determined by the Board. In the absence of the Secretary, her/his duties shall be performed by such other persons as may be selected from time to time by the Board.
DUTIES OF OTHER OFFICERS
17. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.
EXECUTION OF DOCUMENTS
18. Deeds, transfers, licences, contracts, and engagements on behalf of the Corporation shall be signed by the Chair and the Treasurer and the Chair shall affix the seal of the Corporation to such instruments that require the same.
Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by any person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board 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
19. The Board 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 properly kept on a monthly basis.
ANNUAL OR OTHER MEETINGS OF MEMBERS
20. The annual or any other general meeting of the Members shall be in the City of Hamilton.
At every annual meeting of the Members, in addition to any other business that may be transacted, the report of the Board, the financial statements and the report of the auditors shall be presented, the Board elected, and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The Board or the Chair shall have power to call at any time the general meeting of the Board Members of the Corporation. No public notice or advertisement of any Members’ meeting, annual or general, shall be required, but the notice of the time and place of each meeting shall be delivered by mail, telephone, or e-mail to each Member thirty (30) days before the time fixed for the holding of such meeting.
21. Any meetings of the Board or of the Membership may be adjourned from time to time to a fixed time and place, and no notice of such adjournment need be given to the Members provided the adjourned meeting takes place within 30 days of the original meeting. Any business may be brought before or dealt with at any adjourned meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. Such adjournment may be made notwithstanding no quorum is present. (2006)
22. Members may Requisition Meetings. Not less than one-quarter of the Members of the Corporation entitled to vote at the meeting proposed to be held, may request the Trustees, by means of a petition or other means, to call a General Meeting of the Members for any purpose connected with the affairs of the Corporation, not inconsistent with the Ontario Corporations Act. (2006)
QUORUM OF MEMBERS
23. A quorum for the transaction of business at any meeting of Membership shall consist of one third of Members in good standing and entitled to vote present in person, or represented by proxy. In order to vote, each Member and proxy must be recorded with the Secretary. (2009)
VOTING RIGHTS & VOTING BY PROXY
24. Every Full and Organizational Member present at a meeting of Members shall have one vote in all matters. A voting Member may, by means of a written proxy dated and signed by such Member, appoint a proxy holder to attend and act at a specific meeting of Members in the manner and to the extent authorized by the proxy. (2009) A proxy holder must be a voting Member of the Corporation. A proxy ceases to be valid one year from its date.
Majority of Votes
25. Subject to provisions of the Act and the by-laws, at all meetings of Members every question shall be decided by a majority of the votes cast on the question or by proxy, and in case of an equality of votes, the Chair shall not have a second or casting vote.
(a) A defeated motion at an Annual General or Special Members meeting cannot be resubmitted to the Board or to the Membership for at least one year. (2009)
26. The voting on the election of Trustees shall be decided by secret ballot. (2006) Every other question to be decided at a meeting of Members shall be decided in the first instance by a show of hands and, unless a poll is demanded, a declaration by the Chair 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 accorded in favour of or against such resolution. A Member may demand a poll at any time and, unless such demand is withdrawn, such poll shall be taken in such manner as the Chair directs.
27. The Board shall be elected by the Full Members of the Corporation as follows:
- at least 6 weeks before the Annual General Meeting, the Secretary shall send a list of nominees to each Full Member and ask that the Member provide to the Board, within 2 weeks, the name of any additional persons the Member wishes to nominate, together with a completed nomination form. (2006)
- at least 10 days before the annual general meeting, the Board shall send a list consisting of the slate of candidates together with a form of proxy by which each Full Member can appoint either another Full Member or the Secretary of the Corporation to vote for specific candidates.
- at the Annual General Meeting, a poll vote shall be held and a Scrutineer appointed by the Chair of the meeting shall tabulate the results of the votes of those voting Members voting in person or by proxy.
28. Unless otherwise ordered by the Board, the fiscal year of the Corporation shall terminate on the 30th day of April in each year.
29. All cheques, bills of exchange or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chair and the Treasurer, or by other persons who may be designated by the Board.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
30. The securities of the Corporation shall be deposited for safekeeping with one or more banks, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to special instances.
REPEAL AND AMENDMENT OF BY-LAWS
31. By-laws may be repealed and amended by a by-law enacted by a vote of two thirds of the Trustees at a meeting of the Board and sanctioned by an affirmative vote of at least a simple majority of the Membership present or by proxy, and entitled to vote at the AGM or any Special Meeting of the Members duly called for the purpose of considering the said by-law(s). (2006)(2009) The repeal of prior by-laws, resolutions or other enactments of the Corporation shall not impair in any way or have any effect upon the validity of any act or thing done pursuant to any such repealed by-law.
32. Upon dissolution of the Corporation or the winding up of its affairs for any reason, all of its remaining property of every kind, nature and description wherever situated after payment of liability shall be disposed of by dedication to a local charity as determined by the Trustees or as prescribed by other Legal documents.
Passed by the Board of Trustees and sealed with the corporate seal this 11th Day of May 2004.
Corporate Seal Affixed
Amended by the Membership September 6, 2006
Amended by the Membership June 24, 2009