TNSC Bylaws

BYLAWS

THOMPSON NICOLA SHUSWAP CHAPTER

OF THE FEDERATION OF CANADIAN ARTISTS

ARTICLE I – MEMBERSHIP

1.1 Membership in the Thompson Nicola Shuswap Chapter of the Federation of Canadian Artists (hereafter referred to as TNSC) is on an individual basis. All members of the TNSC must also be members in good standing of the Federation of Canadian Artists (hereafter referred to as FCA) Notwithstanding the level of membership to which an individual may rise, all memberships are direct, all members have equal voting privileges and all members have the same responsibilities to the TNSC and the FCA.

1.2 Membership in the FCA may be attained in the following manner:

(a) Supporting Membership: Upon application, Supporting membership shall be granted to any person, anywhere, whether developing artist or lay-person interested in the arts, who is willing to comply with the Constitution and Bylaws of the TNSC and the FCA.

(b) Active Membership: At any time, upon submission of artistic work for jurying by a Senior or two Associate members of the FCA (locally) or on line by a committee of 3 SFCAs , Active membership may be granted to a Supporting member. .

(c) Associate Membership: Once a year, an FCA selection committee comprised of Senior members may grant Associate membership status to an Active member whose work meets established artistic standards. Associate status is determined by the FCA, not the TNSC.

(d) Senior Membership: Once a year, an FCA selection committee comprised of Senior members may grant Senior membership status to an Associate member who meets established artistic standards, or to other renowned artists who might apply. Senior status is determined by the FCA, not the TNSC.

1.3 The Thompson Nicola Shuswap Chapter is a distinct entity from the FCA. The FCA bears no financial or other legal responsibility for the TNSC, including insurance requirements. While we are all members of the Federation, there is no direct representation by the FCA on the Executive Committee of the TNSC.

1.4 All members of the TNSC shall subscribe to and be governed by the Constitution and Bylaws of this Society and by the following standards of conduct and code of ethics:

(a) Members of the TNSC shall strive for a consistently high standard of art work and ethics in business and shall conduct themselves in a professional manner at all times in keeping with the aims and goals of the TNSC and the FCA.

(b) Members of the TNSC shall so conduct themselves as to avoid controversies with fellow members and will compete with them on an honorable and fair basis and will at all times co-operate with other artists in any effort directed to the betterment and advancement of visual fine arts.

(c) In the best interests of the TNSC and of their own profession or avocation, members shall be loyal to the TNSC and the FCA and be active in their work; and members shall willingly share with fellow members information and the lessons of their experience.

1.5 The annual membership dues shall be determined by the TNSC Executive.

1.6 A person ceases to be a member of the TNSC:

(a) by delivering his/her resignation in writing to the secretary of the TNSC or by mailing, emailing or delivering it to the business address of the TNSC; or

(b) on being expelled; or

1.7 A member may be expelled by a motion passed at a meeting of the TNSC Executive. The motion shall include a brief statement of the reason for the proposed expulsion. The person who is the subject of the Motion for expulsion shall be advised in writing by the TNSC Executive prior to the meeting and shall be given the opportunity to be heard at the meeting before the motion is put to a vote.

1.8 All members are in good standing except a member who has failed to pay his/her current annual membership fee or any other subscription or debt due and owing by him/her to the TNSC or the FCA and he/she is not in good standing so long as the debt remains unpaid.

1.9 All members in good standing shall be entitled to attend general meetings of the TNSC and to vote and take part in the affairs of the TNSC.

1.10 Membership in the TNSC shall be effective from the date of payment of initial membership. All memberships expire on December 31st of the current calendar year.

ARTICLE 2 - MEETINGS OF MEMBERS

2.1 The annual or any other general meeting of the TNSC shall be held in March at a place in British Columbia as the TNSC Executive decides.

2.2 The TNSC Executive may, whenever they think fit, convene an extraordinary general meeting.

2.4 Notice of a general meeting shall be emailed or mailed to each member in good standing fourteen (14) days or more before the date of the meeting and shall specify the place, the day and the hour of meeting, and, in case of special business shall provide sufficient information to permit the member to form a reasoned judgment of the decision to be taken. 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.

2.5 The annual general meeting of the TNSC shall be held in the Thompson Nicola Shuswap region at least once in every calendar year and not more than twenty-seven (27) months after the holding of the past preceding annual general meeting at such time and place as decided by the Executive of the TNSC. Ten percent (10%) of the members in good standing may at any time by notice in writing signed by them and delivered to the secretary of the TNSC, require the Executive to call a general meeting of the TNSC and the Executive shall call a general meeting of the TNSC within twenty-one (21) days thereafter.

2.6 A quorum is ten (10) members in good standing present in person. No business, other than the election of a chairperson and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present, except as set out in Article 2.8

2.7 If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall 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 thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

2.8 In the alternative, the Executive may, at its discretion, hold the adjourned meeting immediately, rather than one week hence and the first item of business shall be to waive notice of such meeting and all members present in person shall constitute a quorum.

2.9 Subject to Article 2.10, the Chair of the TNSC or failing him/her, the Co-Chair, or in the absence of both, one of the other Executive Members present shall preside as chairperson of a general meeting.

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

(a) the individual, if any, appointed by the Executive to preside as chair; or

(b) The President

( c) the Vice President, if the president is unable to preside as chair or

(d) one of the other Executive members present at the meeting..

2.11 No resolution proposed at a meeting need be seconded and the chairperson of a meeting may move or propose a resolution. In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.

2.13 Notice of new resolutions will be sent to members of the TNSC and posted on the TNSC website.

2.14 Notice of a general meeting shall be given to every member shown on the register of members on the day the meeting is called. No other person is entitled to receive notice of a general meeting.

2.15 Minutes of all meetings of the general membership and the Executive Committee shall be taken by the Secretary or another designated member of the Executive. Minutes shall subsequently be sent out to all members, with a copy of the minutes to be posted on the TNSC website. The Secretary shall be responsible for keeping a cumulative record of the minutes of all meetings.

ARTICLE 3 - VOTING AND REPRESENTATION

3.1 A member in good standing present at a meeting of the members is entitled to one vote. Voting is by show of hands, unless decided otherwise. A member may vote by means of a written, signed ballot. This is not a proxy.

ARTICLE 4 - EXECUTIVE AND OFFICERS

4.1 No member of the Executive or Committee Chair shall receive any remuneration for services rendered.

The Executive of the TNSC shall consist of the elected Executive Officers of the TNSC plus the Chairpersons appointed by the Executive of the following standing committees: Event Coordinator, Membership. The Executive may also appoint, at their discretion, up to three (3) Members-At-Large.

4.2 The business of the TNSC shall be managed by the Executive, save as hereinafter provided.

4.3 If an executive member resigns his/her office or otherwise ceases to hold office, the remaining executive members shall appoint a member to take the place of the former director. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of executive members in office if a quorum is present.

4.4 The Executive Officers of the TNSC shall be the President, Vice President, Treasurer, Secretary, Membership Chair and Show Chair.

4.5 The members may by special resolution at a general meeting remove a member of the Executive Committee of the TNSC before the expiration of his term of office, and may elect a successor to complete the term of office.

4.7 The Directors may at any time and from time to time appoint a member to fill a vacancy on the Executive Committee. A director so appointed will hold office only until the conclusion of the next following annual general meeting of the TNSC but is eligible for election at the meeting.

4.8 Every director or member of the Executive Committee of the TNSC or other person who has undertaken or is about to undertake any liability on behalf of the TNSC, shall from time to time and at all times, be saved harmless out of the funds of the TNSC, for all costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

ARTICLE 5 - ELECTION OF OFFICERS

5.1 The Executive Officers shall be elected for a term of two years by the members at the Annual General Meeting of the members.

5.2 Not less than one month prior to the annual General Meeting the TNSC Executive The TNSC Executive committee shall prepare a slate of nominations consisting of at least one eligible member for each office on the Executive Committee and the nomination for Chairs shall be that of either an Active, Associate or a Senior member. The list of such nominations shall be reported to the TNSC membership at least fifteen days prior to the annual meeting.

5.3 No member shall be eligible for nomination unless he/she has been a member in good standing for at least one year and has consented to the nomination and in the case of a nomination for Co-Chair, is an Active, Associate or a Senior member.

ARTICLE 6 - PROCEEDINGS OF EXECUTIVE COMMITTEE (DIRECTORS)

6.1 The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit, provided that forty-eight (48) hours notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. Each director is authorized to exercise one vote.

6.2 A quorum shall be a majority of the directors then in office.

6.3 The President shall be chairperson of all meetings of the directors, but if at any meeting the President is not present within thirty (30) minutes after the time appointed for holding the meeting, the Vice President shall act as chairperson, and in her absence the Treasurer or Secretary shall act as chairperson but if none of the four is present the meeting shall be cancelled.

6.4 The Executive Committee may meet together or communicate by phone/email as necessary for the dispatch of business between meetings. Resolutions passed by the Executive Committee shall be ratified by the members at the next regular TNSC meeting.

6.5 A quorum shall be a majority of the Executive Committee then in office.

6.6 The directors may delegate any, but not all, of their powers to committees as they think fit.

6.7 A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

6.8 Any committee member other than a chairperson may be removed by a majority vote of the directors.

6.9 No committee members shall receive remuneration for serving as a committee member before, during or after the expiration of his term of office.

6.10 A committee shall elect a chairperson at its meetings, but if no chairperson is elected, or if at any meeting the Chairperson is not present within thirty (30) minutes after the time appointed for holding the meeting, the members present who are members of the committee shall choose one of their number to be chairperson of the meeting.

6.11 The members of a committee may meet and adjourn, as they think proper.

6.12 Resolutions proposed at a meeting of the Executive Committee shall be seconded and approved by a majority vote.

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

6.14 The Executive Committee may, from time to time, establish, revise or rescind policies to clarify directions under which the activities of the TNSC are carried out.

ARTICLE 7 - DUTIES OF OFFICERS

7.1 The President or Vice President shall preside at all meetings of the TNSC and the Executive Committee.

7.2 The President and Vice-President are the chief executive officers of the Society and shall supervise the other officers in the execution of their duties and with the co-operation of the Secretary and the Treasurer shall submit an Annual Report at the Annual General Meeting.

7.3 An appointed director of the Executive Committee shall be responsible for the correspondence of the TNSC; for notices of meetings of the TNSC and directors; for the minutes of all meetings of the TNSC and directors; and for the safekeeping of all records and documents of the TNSC except those for which the Treasurer is responsible.

7.4 The Treasurer shall be responsible for the collection of accounts receivable, the payment of accounts payable and other financial matters pertaining to the TNSC; for keeping an accurate account of all monies received or disbursed from the account of the TNSC; for the preparation of an annual financial report for the Annual General Meeting; for submitting interim financial statements at any time at the request of the Executive Committee.

7.6 All cheques and other negotiable instruments drawn on the funds of the Society shall be signed by any two of the following: The members of the Executive committee.

7.7 The members of the Executive Committee shall not be entitled to any remuneration as such.

ARTICLE 8 - STANDING COMMITTEES

8.1 Without limiting the generality of the foregoing there shall be in particular the following permanent standing committees: Membership, Events, and Publicity.

8.2 The Membership committee shall be charged with responsibility for all matters pertaining to members, the general well being of individual members and of the TNSC as it relates to members.

8.3 The Events Coordination committee shall be in charge of fundraising activities and exhibitions.

8.4 The Publicity committee shall be in charge of publicity and public relations.

8.5 Contracts, documents or any instruments in writing requiring the signature of the TNSC, shall be signed by one of the Co-Chairs and one other member of the Executive Committee and all contracts, documents and instruments in writing so signed shall be binding upon the TNSC without any further authorization or formality.

ARTICLE 9 – ART SHOWS

9.1 Members are required to submit pieces for entry by email or online by the deadline.

9.2 Artists must ensure that all accepted entries are retained by them and delivered on the set-up day as per notification. All art must be properly framed and ready to hang, as per framing guidelines on the entry forms. Entry form must be affixed to the back of the painting for clear identification.

9.3 Any artist who does not deliver accepted work within the stated hours on set-up day will not be eligible to apply for the next show.

9.4 All pieces entered in shows must be for sale. An artist who sells the piece before the show opens must pay the commission to the Thompson Nicola Shuswap Chapter of the FCA. The piece must hang in the show.

ARTICLE 10 – AUDITOR

10.1 At each annual general meeting the TNSC shall appoint an auditor to audit the accounts of the TNSC for report to the TNSC at the next annual general meeting. The auditor shall hold office until the next annual general meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Executive Committee.

10.2 An auditor may be removed by ordinary resolution.

10.3 An auditor shall be informed forthwith in writing of appointment or removal.

10.4 No Executive Officer or director shall be auditor.

10.5 The auditor may attend general meetings.

ARTICLE 11 - BYLAWS

11.1 On being admitted to membership, each member is entitled to and the society shall give him, without charge, a copy of the constitution and bylaws of the society.

11.2 These bylaws shall not be altered or added to except by special resolution.

ARTICLE 12 - RULES OF ORDER

12.1 In all matters of procedure not specified in these Bylaws of the TNSC, Robert's Rules of Order shall apply.

ARTICLE 13 – ACCESS TO RECORDS

13.1 A Member in good standing is entitled, upon providing not less than 14 days’ notice in writing to the Thompson Nicola Shuswap Chapter of the FCA, to examine any of the following documents and records:

a) The Constitution and these Bylaws and any amendments thereto;

b) The statement of Directors and registered address of the TNSC Society

c) Resolutions of the Voting Members in writing, if any;

d) Annual financial statements relating to a past fiscal year

e) The register of Directors and/or of Members

f) The TNSC certificate as Registered Society