Memorandum on Proposed Changes to 221A Artist Run Centre Society’s Bylaws

Bylaws of 221A Artist Run Centre Society (2019)

Part 1 — Interpretation

1.1) In these bylaws, unless the context otherwise requires:

"directors" means the directors of the society for the time being;
"Society Act " means the Society Act of British Columbia from time to time in force and all amendments to it;
"registered address" of a member means the member's address as recorded in the register of members.

1.2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2) Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Part 2 — Membership

3) The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

4) A person may apply to the directors for membership in the society and on acceptance by the directors is a member.

5) Every member must uphold the constitution and comply with these bylaws.

6) The amount of the annual membership dues are determined by the directors of the society.

7) A person ceases to be a member of the society

(a) by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b) on his or her death or, in the case of a corporation, on dissolution,
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.

8.1) A member may be expelled by a special resolution of the members passed at a general meeting.

8.2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

8.3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

9) All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.

Part 3 — Meetings of Members

10) General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.

11) Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12) The directors may, when they think fit, convene an extraordinary general meeting.

13.1) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

13.2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

14) An annual general meeting must be held at least once in every calendar year as determined by the directors.

Part 4 — Proceedings at General Meetings

15) Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

16.1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.

16.2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

16.3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.

17) If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

18) Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.

19) If at a general meeting

(a) there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or
(b) the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

20.1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

20.2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

20.3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

21.1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

21.2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.

22.1) A member in good standing present at a meeting of members is entitled to one vote.

22.2) Voting is by show of hands.

22.3) Voting by proxy is not permitted.

23) A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a meeting of the society.

Part 5 — Directors and Officers

24.1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject

(a) these bylaws, and
(b) rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

24.2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

25.1) The president, vice president, secretary, treasurer and one or more other persons are the directors of the society.

25.2) The number of directors must be 5 or a greater number determined from time to time at a general meeting.

26.1) The directors shall be elected for a three-year term of office, unless the director is filling a term as set in bylaw 26.2. A full three-year term shall be considered to have been served upon the completion of three annual general meetings following the meeting at which the election is held. A director must retire from office at the close of the annual general meeting at which their successor is elected.

26.2) The directors shall serve for staggered terms of office such that approximately 1/3 of the board of directors shall be elected each year. The directors may by resolution divide the directors into three classes with differing terms, with each class as nearly equal in number as possible. When the number of directors is changed, the directors may by resolution reassign directors among the classes so as to make all classes as nearly equal as possible, and accordingly the term of any new directorship may, if necessary, be shorter than three years. The directors may not extend an individual director’s term beyond three years.

26.3) An election may be by acclamation; otherwise it must be by ballot.

26.4) If a successor is not elected, the role is considered to be vacant.

26.5) A director may seek re-election so long as they serve no more than a total of nine years, up to the end of the annual general meeting at which the election is to be held.

27.1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

27.2) A director appointed to fill a vacancy holds office only until the completion of the unexpired term of the predecessor in office.

28) The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

29) A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6 — Proceedings of Directors

30.1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

30.2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.

30.3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.

30.4) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

31.1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

31.2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.

32) A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.

33) The members of a committee may meet and adjourn as they think proper.

34) For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

35) A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

(a) a notice of meeting of directors is not required to be sent to that director, and
(b) any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

36.1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.

36.2) In the case of a tie vote, the chair does not have a second or casting vote.

37) A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

38) A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 7 — Duties of Officers

39.1) The president presides at all meetings of the directors.

39.2) The president must supervise the other officers in the execution of their duties.

40) The vice president must carry out the duties of the president during the president's absence.

41) The secretary must do the following:

(a) conduct the correspondence of the society;
(b) issue notices of meetings of the society and directors;
(c) keep minutes of all meetings of the society and directors;
(d) have custody of all records and documents of the society except those required to be kept by the treasurer;
(e) have custody of the common seal of the society;
(f) maintain the register of members.

42) The treasurer must

(a) keep the financial records, including books of account, necessary to comply with the Society Act, and
(b) render financial statements to the directors, members and others when required.

43.1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.

43.2) If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25.2.

44) In the absence of the secretary from a meeting, the directors must appoint another person to act as

secretary at the meeting.

Part 8 — Seal

45) The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.

46) The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

Part 9 — Borrowing

47) In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.

48) A debenture must not be issued without the authorization of a special resolution.

49) The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 10 — Auditor

50) This Part applies only if the society is required or has resolved to have an auditor.

51) The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.

52) At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.

53) An auditor may be removed by ordinary resolution.

54) An auditor must be promptly informed in writing of the auditor's appointment or removal.

55) A director or employee of the society must not be its auditor.

56) The auditor may attend general meetings.

Part 11 — Notices to Members

57) A notice may be given to a member, either personally or by mail to the member at the member's registered address.

58) A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

59.1) Notice of a general meeting must be given to (a) every member shown on the register of members on the day notice is given, and (b) the auditor, if Part 10 applies.

59.2) No other person is entitled to receive a notice of a general meeting.

Part 12 — Bylaws

60) On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.

61) These bylaws must not be altered or added to except by special resolution.

62) Upon dissolution and after payment of all debt and liabilities, all remaining assets will be given to a qualified donee described in subsection 149.1 ( 1 ) of the Income Tax Act.

Proposed Bylaws (2025)

Bylaws of 221A Artist Run Centre Society

Part 1 – Definitions and Interpretation

Definitions

1.1 In these Bylaws:

“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the directors of the Society;
“Bylaws” means these Bylaws as altered from time to time;
“Community Guidelines” means a code of conduct for the members, directors, senior managers, employees, and volunteers of the Society or other persons who may participate in the Society, as such code may be adopted or amended by the Board from time to time.

Definitions in Act apply
1.2 The definitions in the Act apply to these Bylaws.

Conflict with Act or regulations
1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

Part 2 – Members

Application for membership
2.1 A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application, unless the membership application is rejected or denied by the Board. By resolution of the directors, the Board may delegate its authority to evaluate membership applications to a senior manager or a membership committee.

Without limiting any other criteria or discretion, the Board may exercise its discretion to reject or deny an application for membership if:

(a) the person’s membership in the Society was previously terminated for not being in good standing; or,
(b) the person’s membership in the Society was previously terminated by a vote of the members.

Duties of members
2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws and the Code of Conduct.

Amount of membership dues
2.3 The amount of the annual membership dues, if any, must be determined by the Board.

Member not in good standing
2.4 A member is not in good standing if the member fails to pay the member’s annual membership dues, if any, or any other subscription or debt due and owing to the society, and the member is not in good standing for so long as those amounts remain unpaid.

Member not in good standing may not vote
2.5 A voting member who is not in good standing

(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership if member not in good standing
2.6 A person’s membership in the Society is automatically terminated if the person is not in good standing for 6 consecutive months and the person is not entitled to notice or the opportunity to be heard or to challenge the termination.

Termination of membership by majority vote
2.7 Subject to any additional requirements under the Act, A person’s membership in the Society may be terminated by a 2/3 majority vote of the voting members, provided that the Society must:

(a) send to the member written notice of the proposed termination, including reasons, and
(b) give the member a reasonable opportunity to make representations to the society respecting the proposed termination before any such vote.

Term of membership
2.8 Terms of membership will be one year, though the Board may set a different term of membership. At the end of a term of membership, the member’s membership in the Society expires unless renewed or reinstated.

Membership Classes
2.9 The Society shall have four classes of members:

(a) Tenant Members,
(b) Staff Members,
(c) Community Members,
(d) Non-Voting General Members.

(e) The Tenant Members, Staff Members, and Community Members (collectively, the “Voting members”) shall be entitled to receive notice of and attend and vote at all meetings of the members of the Society.

(f) The Non-Voting General Members (the “Non-Voting members”) members shall not as such have any right to vote at meetings of the members of the Society, but they shall be entitled to notice of and to vote at meetings of the members of the Society called to consider (i) a variation or abrogation of any rights and membership attached to their membership, or (ii) as may be required by the Act, any other matter in which all members of the Society, including Non-Voting members shall have the right to vote.

Tenant Members Class
2.10 Tenant Members must be a tenant in good standing of one of the Society’s premises. Tenant Members must have been a tenant for at least one year, and be invited by the Board to apply for membership based on community impact criteria established in the membership policy as it may be amended by the Board from time to time. Tenant Members’ memberships immediately expire upon the termination of their tenancy.

Staff Members Class
2.11 Staff Members must have been employed by the Society for at least one year. Staff Members’ memberships immediately expire upon the termination of their employment.

Community Members Class
2.12 A person may be eligible to become a Community Member if they have demonstrated meaningful commitment, support, or participation in the Society or the local arts community.

Non-Voting General Members Class
2.13 The Society is not required to have any members of the Non-Voting General members class.

Part 3– General Meetings of Members

Time and place of general meeting
3.1 A general meeting must be held at the time and place the Board determines and may be a partially or fully electronic meeting. Notice of general meetings may be sent to members by any communication method and contact information provided by the member, including to mailing or email addresses listed in the Register of Members.

Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:

(a) adoption of rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business
3.3 A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.

Chair of general meeting
3.4 The following individual is entitled to preside as the chair of a general meeting:

(a) the individual, if any, appointed by the Board to preside as the chair;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,

(i) the Chair,
(ii) the Vice-Chair, if the Chair is unable to preside as the chair, or
(iii) one of the other directors in attendance at the meeting, if both the Chair and Vice-Chair are unable to preside as the chair.

Alternate chair of general meeting
3.5 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are in attendance must elect an individual in attendance at the meeting to preside as the chair.

Quorum required
3.6 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is in attendance.

Quorum for general meetings
3.7 The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater. Lack of quorum at commencement of meeting

3.8 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not in attendance,

(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and
(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and, if applicable, place, and if, at the continuation of the adjourned meeting, a quorum is not in attendance within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are in attendance constitute a quorum for that meeting.

If quorum ceases to be in attendance
3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members in attendance, business then in progress must be suspended until there is a quorum in attendance or until the meeting is adjourned or terminated.

Adjournments by chair
3.10 The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and, if applicable, from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

Notice of continuation of adjourned general meeting
3.11 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

Order of business at general meeting
3.12 The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting,

(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors, and
(iv) appoint an auditor, if any;

(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
(h) terminate the meeting.

Methods of voting
3.13 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

Announcement of result

3.14 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

Proxy voting permitted
3.15 A member shall be entitled to appoint a proxy to attend, act and vote for them at general meetings, provided that such proxyholder is also a member of the Society. The instrument appointing a proxyholder shall be in writing under the hand of the appointor, or of their his attorney, duly authorized in writing. Unless the Societies Act or any other statute or law which is applicable to the Society requires any other form of proxy, a proxy appointing a proxyholder, whether for a specified meeting or otherwise, shall be in the form following or in any other form that the Board shall approve:

The undersigned, being a member of the above named Society, hereby appoints _____________________ of _____________________ or failing him _____________________ of _____________________ as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Society to be held on the __________ day of _____________________, 20_____ and at any adjournment thereof.

Dated _____________________

_________________________

(Signature of Shareholder)

Matters decided at general meeting by ordinary resolution
3.16 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

Electronic Participation
3.17 Members may participate electronically in general meetings.

Part 4–Directors

Number of directors on Board
4.1 The Society must have no fewer than 5 and no more than 12 11 directors.

Eligibility of directors
4.2 Staff Members and employees of the Society are not eligible to be appointed or elected as a director, with the exception that the Executive Director or Chief Executive Officer of the Society may be appointed or elected to the Board as a director.

Election or appointment of directors
4.3 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint directors to fill any vacancies on the Board, whether as a result of the resignation, death, incapacity or expired term of office of a director. Directors may be appointed by acclamation if the number of candidates is less than or equal to the number of vacancies, unless the voting members pass an ordinary resolution requiring a majority vote to elect each director at that meeting.

Directors may fill casual vacancy on Board
4.4 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during the director’s term of office.

Term of appointment of director filling casual vacancy
4.5 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

Term of appointment of director
4.6 A director appointed at an annual general meeting has a term of office of three years, except that if the vacancies on the Board to be filled at any given general meeting comprise more than 1/3 of the Board (rounded down), then, prior to voting, the vacant director positions will be divided into two or three classes with differing terms of office of three years, two years, and one year, as required, such that there will be staggered terms of office with approximately 1/3 of the Board to be elected each subsequent year.

Expiry of term of director
4.7 A director ceases to hold office at the close of the annual general meeting held in the calendar year in which their term of office expires, except that if the Society fails to hold an annual general meeting in that calendar year, the director may continue to hold office until the earlier of the day that a replacement director is appointed or elected or the next annual general meeting is held.

Removal of directors
4.8 The members may, by special resolution, remove a director, before the expiration of their term of office, and may elect a successor to complete the term of office.

Limit on number of terms
4.9 A director may seek re-election so long as they serve no more than a total of nine years, up to the end of the annual general meeting at which their final term would expire.

No directors
4.10 If there are no directors in office:

(a) the last director to hold office may be deemed to continue in office for the limited purpose of calling a general meeting for the election or appointment of new directors,

or

(b) the Society may use the procedure set out in section 135 of the B.C. Business Corporations Act (or any successor legislation) to call a general meeting and appoint or elect new directors, with the members of the Society being substituted for any references to shareholders.

Part 5–Directors’ Meetings

Calling directors’ meeting
5.1 A directors’ meeting may be called by the Chair or by any 2 other directors.

Notice of directors’ meeting
5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.

Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings
5.4 The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors
5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

Electronic Participation
5.6 Directors may participate electronically in directors’ meetings.

Part 6–Board Positions

Election or appointment to Board positions

6.1 Directors must be elected or appointed to the following Board positions, and a director may hold more than one position:

(a) Chair;
(b) Vice-Chair;
(c) secretary;
(d) treasurer.

Directors at large

6.2 Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

Role of Chair

6.3 The Chair is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.

Role of Vice-Chair

6.4 The Vice-Chair is the vice-chair of the Board and is responsible for carrying out the duties of the Chair if the Chair is unable to act.

Role of secretary

6.5 The secretary, a role typically delegated to staff or paid personnel, is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notices of general meetings and directors’ meetings;
(b) taking minutes of general meetings and directors’ meetings;
(c) keeping the records of the Society in accordance with the Act;
(d) conducting the correspondence of the Board;
(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of secretary from meeting

6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

Role of treasurer

6.7 The treasurer, a role typically delegated to staff or paid personnel, is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;
(b) keeping accounting records in respect of the Society’s financial transactions;
(c) preparing the Society’s financial statements;
(d) making the Society’s filings respecting taxes.

Part 7– Remuneration of Directors and Signing Authority

Remuneration of directors
7 .1 No director shall directly or indirectly receive any profit from their position as such, except that:

(a) a director may be paid reasonable expenses actually incurred by him/her in the performance of his/her/their duties; and,
(b) the Society may pay a director an honorarium for acting as a director of the Society.

Signing authority
7 .2 A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) by the Chair, together with one other director,
(b) if the Chair is unable to provide a signature, by the Vice-Chair together with one other director,
(c) if the Chair and Vice-Chair are both unable to provide signatures, by any 2 other directors, or
(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

Part 8–Records

Access to Records
8.1 Subject to any rights or restrictions of the Act regarding members rights to inspect records of the Society, members are not entitled to receive copies of, and may not inspect the Society’s accounting records or records of directors’ minutes and consent resolutions unless authorized by a resolution of the directors.

Part 9–Assets

Use of Assets
9.1 The Society must be operated without purpose of gain for its members, and any profits or other assets of the Society will be used solely to promote the purposes set out in the Constitution.

Distribution of Assets
9.2 Upon dissolution and after payment of all debt and liabilities, all remaining assets of the Society will be given to one or more a registered charity as defined in the Income Tax Act (Canada) or another qualified donee as defined in section 149.1(1) of that Act, as selected by the Directors.

Members Special Resolution (DRAFT) to Amend the Bylaws of 221A

221A ARTIST RUN CENTRE SOCIETY

(the “Society”)

SPECIAL RESOLUTION (DRAFT) OF THE VOTING MEMBERS OF THE SOCIETY

WHEREAS:

A. The Society wishes to replace its Bylaws.
B. The alteration of the Bylaws of the Society must be approved by a Special Resolution pursuant to section 17 of the Societies Act, S.B.C. 2015, c. 18.

RESOLVED, AS SPECIAL RESOLUTIONS, THAT:

1. The Bylaws of the Society be altered by deleting and cancelling the Society’s existing Bylaws and creating and adopting the form of Bylaws attached as Schedule “B” to this resolution as the Bylaws of the Society.
   
2. Any one Director and/or Senior Manager of the Society (the “Authorized Signatory”) is hereby authorized to file a bylaw alteration application with Province of British Columbia Registrar and to do all such other and further acts as are necessary or desirable to give effect to the alteration to the Bylaws.
   
3. The Society hereby appoints Muse Law to act as its agent for filing the bylaw alteration application with the Province of British Columbia Registrar.