Certificate

Consitution

CONSTITUTION

ARTICLE 1 – NAME

The name of this society is The Vancouver Inner City Artisan’s Society.

ARTICLE 2 – PURPOSES
The Purpose of the Society is to increase and broaden opportunities for enjoyment of and participation in cultural activities in Vancouver Inner City by-
(a) To encourage participation and excellence in the visual and performing arts and crafts.
(b) To provide, when possible, financial and advisory assistance to groups and individuals.
(c) To circulate information to members about cultural activities and opportunities.
(d) To work co-operatively with other agencies concerned with cultural activities.
(e) To bring to the attention of civic and provincial authorities the cultural needs of the community.
(f) To stimulate public interest in the visual and performing arts and crafts.
(g) To provide facilities, when possible, for the use and benefit of performing and visual artists and craftpersons.

ARTICLE 3- PLACE OF OPERATIONS
The operation of the society is to be chiefly carried out in the area known as the
Vancouver Inner City, in the Province of British Columbia.

ARTICLE 4- DISSOLUTION
In the event of the dissolution of the Society and after payment of satisfaction of its debts, liabilities and obligations, the remaining property and assets of the Society ,including any unexpended income, shall be transferred or donated to such society, corporation, or association in Canada having purposes in whole or in part similar or conducive to the purposes and objectives of the Society and being a recognized Canadian charitable or non-profit organization, as may be authorized by the membership. This clause is unalterable.

BYLAWS

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.
(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
(3) The fiscal year of the society shall be the period January 1 to December 31.
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 1 -MEMBERSHIP

3) Membership in the Society shall be open to residents of the Inner City of Vancouver who support the objectives and rules of the Society.
4) Membership may be divided into such classes as may be determined from time to time by the Board of Directors and approved by the membership.
5) A person may apply to the Directors for membership in the Council and on acceptance by the Directors is a member.
6) The amount of the annual membership dues for each and every class of membership shall be recommended from time by the Board of Directors and approved by the membership.
7) A person ceases to be a member of the Society by:
a) delivering his or her resignation in writing to the secretary 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.
d) or 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.
(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(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 – MEMBERSHIP MEETINGS

10. General meetings of the society must be held at the Redeveloped Woodwards Building 110 Abbott Street, Vancouver at such place, date, and time as is determined by the Board of Directors and in compliance with the requirements of the Society Act.
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.
(2) Notice of a general meeting must be mailed to all members not less than sixteen days prior to the holding of such meeting.
(3) 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 of the society must be held not more than 15 months after the holding of the last preceding annual general meeting.
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.
(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.
(3) A quorum is 6 members present or a greater number that the members may determine at a general meeting.
(4) A resolution passed in a general meeting must be approved by 75% of the attending members, those of whom must be members in good standing.
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.
(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.
(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.
(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.
(2) Voting is by show of hands.
(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 – OFFICERS AND DIRECTORS

24. The officers of the Board of Directors shall be the Chair, Vice-chair, Secretary and Treasurer. As soon as possible after the election of a Board of Directors the Board shall meet to elect the Executive.
25. The Board of Directors shall be composed no fewer than five (5) and no more than five (5) plus the immediate Past-chair who shall serve as a Director ex-officio.

26. The Board of Directors shall conduct all the affairs of the Council which are not directed or required to be done by the Society in general meeting but subject nevertheless to:
a) all laws governing the Society,
b) these bylaws,
c) any rules which are made from time to time by the Society in general meeting.
27. The Directors shall retire from office at the expiration of their terms, and their successors shall be elected at the annual general meeting.

PART 6 – SEAL
28. The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

PART 7 – CULTURAL WORK LABS
29. Vancouver Inner City Artisan’s Society shall operate “Cultural Work Labs”, the Vancouver Inner City Co- Production Lab for artists and craftpersons. The objective of Cultural Work Lab is the development and marketing of quality arts and crafts as well as supporting and encouraging artists and artisans.
Further:
a) To provide a supportive sales outlet for quality work of artists who are compliant with Cultural Work Lab participating criteria.
b) To promote Cultural Work Lab through advertising.
c) To ensure that the work is displayed in a professional and attractive manner.
d) To encourage the artistic growth and development of established and emerging artists and artisans in their chosen medium.
e) To work, when possible, with the local guilds in achieving the above objectives.

PART 8 – FINANCES

30. The fiscal year of the Society shall be January 1st to December 31st.
31. All revenues of the Society shall, unless otherwise designated, be considered general funds of the Society, and shall be subject to the accounting procedures stipulated by the Board of Directors.
32. All books, accounts, and records of the Society shall be open for inspection by the Officers and Directors at all reasonable times, and for inspection by members of the Society in good standing upon application to the Executive Committee, at such times and in such places as the Executive Committee shall deem fit.
33. The Board of Directors may not borrow moneys for any purpose unless and until authorized to do so by a special resolution passed by the membership.
34. The accounts of the Society shall as soon as practicable after the end of each fiscal year, be examined, and their correctness ascertained by a financial review.
35. The Financial Reviewer shall be appointed at the Annual General Meeting.

PART 9- BYLAWS

36. 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.
37. These bylaws must not be altered or added to except by special resolution.

PART 10- PARLIAMENTARY AUTHORITY

38. The most current edition of “Robert’s Rules Revised” shall be the parliamentary authority for all meetings of the Board of Directors, the Society, and Committees.

ADOPTED ON THIS DATE ____AUGUST 15 2013