Constitution / By-Laws Amendments

Transcription

1 IB Constitution / By-Laws Amendments Page 1 Constitution / By-Laws Amendments Note: all motions are CARRIED unless otherwise noted. April 20, 1974 After discussion of the Constitution, the following changes were moved, seconded and carried: ARTICLE V SECTION 2 Fees: THAT the individual fees for the year would be $10.00 (ten dollars) and the corporate fee $25.00 (twenty-five dollars) the year commencing September 1, (Mr. Bird, Mr. Bissell) ARTICLE IX SECTION 1 No member shall be eligible to serve in the same office for a period exceeding six years. ARTICLE IX SECTION 2 Correction of spelling "Remuneration". ARTICLE X SECTION 1 The Executive Committee shall consist of the President, one First Vice President, one Second Vice President, a Secretary and a Treasurer, plus a committee of two or three as elected by the Board of Directors. ARTICLE X SECTION 4 2. a] The First Vice President shall, in the absence or inability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as from time to time may be imposed upon him by the Board of Directors. b] The Second Vice President shall, in the absence or inability of the First Vice President, perform the duties and exercise the powers of the First Vice President and shall perform such other duties as from time to time may be imposed upon him by the Board of Directors. ARTICLE XI SECTION 4 4. a] He shall record all votes and minutes of all proceedings in books belonging to the Society. ARTICLE XI SECTION 5 The Executive Secretary of the Society shall be designated to carry out all the activities of the Society and shall ensure that all orders and Resolutions of the Society are implemented. ARTICLE XII SECTION 2 "One month" in place of "two weeks". ARTICLE XIII

2 IB Constitution / By-Laws Amendments Page 2 If an individual wishes to make an amendment to the constitution and by-laws, a motion must be made in writing to the Board of Directors. THAT we adopt the Constitution and By-Laws as put forward.. (Mr. Bissell, Mr. Bird) January 26, 1975 THAT the organization formerly known as the "Orff-Schulwerk Society of Canada" be changed to "Music for Children: Carl Orff Canada: Musique Pour Enfants". (Keith Bissell, Doreen Coultas) April 29, 1976 Local Chapter By-Laws: The following amendments were made: SECTION 1: SECTION 2: Add "Membership in local chapters automatically included membership in the \national association". Omit this entire section. SECTION 3: This now becomes SECTION 2. SECTION 4: This now becomes SECTION 3. Final sentence should read: "This presiding officer may attend any executive meeting during the year at his or her own expense, but without voting privileges counting toward a quorum". SECTION 5: This now becomes SECTION 4. The following amendments were made regarding Membership By-Laws: SECTION 1: SECTION 2: SECTION 3: SECTION 4: SECTION 5: SECTION 6: Add "A reciprocal agreement with the American Orff-Schulwerk Association (AOSA) and Music For Children - Carl Orff Canada allows members of both organizations to attend each other's conferences at reduced registration fees." Add "The student memberships shall be one-half of the regular fee. Where a student belongs to a chapter, one-half of that fee will be retained by the chapter with the other half going to the national." The second sentence should read: "Such organizations may include educational institutions, libraries and other non-profit organizations." In the penultimate sentence, the word "National" should be changed to "Advisory". Add a final sentence: "They will not have voting privileges." It was mentioned that present Honorary Patrons include Dr. Carl Orff, Gunild Keetman and Dr. Hermann Regner. No changes. Add the sentence: "Anyone joining during the fiscal year shall be sent back copies of the newsletter for that current fiscal year."

3 IB Constitution / By-Laws Amendments Page 3 February 25, 1977 The following Amendments to the Constitution were presented: THAT the present ARTICLE X now becomes ARTICLE XI. THAT the present ARTICLE XI now becomes ARTICLE XII. THAT the present ARTICLE XII now becomes ARTICLE XIII. THAT ARTICLE X now reads as follows: SECTION 1: SECTION 2: SECTION 3: Not less than three (3) months prior to the annual conference, the President, with the approval of the National Board, shall appoint a nominating committee which shall make its report to the membership no later than the commencement of the annual meeting of members. The duties of the Nominating Committee shall be to present a slate of one or more persons for each of the designated offices and positions on the National Board. Nominations may be made from the floor. THAT the Amendments to the Constitution be accepted as distributed. (Edna Knock, Joan Sumberland) November 17, 1979 A number of changes in the Constitution were discussed. THAT the proposed amendments be distributed to the membership. (Heather McNaughton, Mary Robinson Ramsay) Chapter Constitution: suggested changes. THAT proposed changes of the Local Chapter's Constitution be submitted to the National Secretary by February 15th, for compilation of same and distributed to the Executive Board for approval. (Morna-June Morrow, Joan Sumberland) January 23, 1981 The amended Constitution will be voted upon at the general meeting. A compilation of the suggested changes in the By-Laws was presented. A discussion followed making a few minor changes as follows: Membership By-Laws: SECTION 3, line 2, the words "and support" were removed. SECTION 6, last sentence - "anyone joining..." was removed. Local Chapters: SECTION 3 changed to 3 a]. A [b] part was added to read "the annual fee of corporate members shall be retained in full by the national organization." SECTION 6, first sentence..."to the National President a financial statement and report...". The By-Laws will be voted upon at the General Meeting.

4 IB Constitution / By-Laws Amendments Page 4 January 25, 1981 The amended Constitution as previously distributed to the membership was presented for approval: THAT ARTICLE XI, SECTION 2, first sentence be changed to read: "Any position of an appointed member which should become vacant by reason of any event other than expiration of term and between biennial meetings shall be filled by the Executive Board." (The second sentence of SECTION 2 remains as is.) (Joan Linklater, Morna-June Morrow) THAT the Constitution be approved as amended. (Valda Kemp, Keith Bissell) By-Laws: Membership and Local Chapter By-Laws as previously distributed to the membership and outlining the few minor changes made at the National Executive meeting on January 23rd, were presented for approval. THAT the By-Laws be approved as amended, (Valda Kemp, Donna Wood) January 24, 1982 ARTICLE VI SECTION 3 reads: "Members of the Executive Board shall be elected at any Biennial General Meeting for a term of two years and shall be eligible for re-election. No members shall serve for more than two terms in any one office." Proposed addition to ARTICLE VI SECTION 3: "An exception to this rule may be exercised at the discretion of the Executive Board, when the member to be re-elected holds a position requiring special skills and experience, such as the Membership Secretary or the Editor." THAT the method used to notify members of the proposed amendment be approved. (Ellen Zinger, Lois Birkenshaw) THAT the proposed amendment be approved. (Ann Golden-Fisher, Ellen Zinger) November 13, 1982 Should Chapters have their own Constitution or is the National Constitution and the By-Laws sufficient? This topic was discussed at length. Manitoba and Ontario already have their own Constitutions. Should there be a general rule for all chapters or should each chapter be autonomous and make their own decision as to whether they need a Constitution? THAT the National Executive has examined the past and the future growth of the organization, and the national Constitution and local chapter By-Laws, which have been and are being periodically revised. The Executive considers that the Constitution and By-Laws adequately cover the functioning of the organization at all levels. Any details specific to a local chapter are dealt with in the By-Laws (e.g. administrative organization), and can be covered in a handbook pertinent to that chapter. In view of the above, provincial or regional chapter constitutions are unnecessary. (Mary Robinson Ramsay, Doreen Hall) THAT a committee be formed to re-examine the By-Laws, consisting of Morna-June Morrow, Donna Otto, Joan Sumberland, Sister Marcelle Corneille. (Mary Robinson Ramsay, Heather McNaughton-Oda)

5 IB Constitution / By-Laws Amendments Page 5 January 29, 1984 Chapter By-Laws: THAT SECTION 2 c] of the By-Laws of Local Chapters reads: "Officers shall be elected biennially at the Annual General Meeting and shall assume duties as of September 30th." (Cynthia Downe, Jeanne Tearne) April 27, 1985 Proposed Amendments to the Constitution - to be ratified by the general membership during the General Meeting in Winnipeg. ARTICLE III: MEMBERSHIP SECTION 1: There shall be five classes of membership, namely: individual, corporate, student, retired, and honorary. ADD SECTION 5: A library subscription entitles that institution to one copy of each publication. A library subscription does not entitle that institution to voting privileges. ARTICLE V: DUES ADD SECTION 4: ADD SECTION 5: Retired members shall pay to the Society an annual fee as set by the Society. The library subscribers shall pay to the Society an annual fee as set by the Society. SECTION 4 becomes SECTION 6. SECTION 5 becomes SECTION 7. ARTICLE IX: DUTIES AND POWERS OF NATIONAL EXECUTIVE OFFICERS SECTION 5 c] Shall make available to the National Executive current membership lists. BY-LAWS FOR LOCAL CHAPTERS SECTION 6 a] Each chapter shall submit to the National President a membership list by June 1st of each year. SECTION 6 b] Each chapter shall submit to the National President: a summary of chapter activities, a chapter executive list, a chapter treasurer's report, and a newly elected executive list, if applicable, no later than OCTOBER 15th of each year. THAT we approve the amendments to the Constitution. (Carolyn McMillan, Mary Robinson Ramsay) THAT we accept the changes in the By-Laws. (Mary Robinson Ramsay, Sister Marcelle Corneille)

6 IB Constitution / By-Laws Amendments Page 6 May 8, 1986 Attention was drawn to the Constitution and Chapter By-Law amendments to be presented at the meeting of the Chapter Presidents and at the General Meeting of the Membership. May 9, 1986 THAT the proposed amendments to the Constitution and Chapter By-Laws be approved as distributed. March 17, 1988 THAT SECTION 3 a] of the By-Laws for Local Chapters be amended: "Each Chapter shall receive 40% of the annual fee of each of its members. The other 60% is retained by the national organization. Each Chapter has the right to collect any additional local fees to finance activities and this will not in any way be the responsibility of the national association." (Mary Robinson Ramsay, Judy Sills) Recommendations: 1. That the preceding motion and its rationale be presented to the National Executive and Advisory Board meeting, Thursday, March 17, 1988 at 15:00 hours. 2. That the general membership be asked to vote by mail ballot on the constitutional change. The ballot will be an insert in the April 1988 issue of OSTINATO. May 13, 1989 THAT the suggested amendment of Article X of the Constitution be presented to the membership at our next biennial meeting in Ottawa on March 30, (Phyllis Ilavsky, Senta Ross) March 28, 1990 Procedures: Amendments to Article VI and Article X of the Constitution (as printed in the September 1989 issue of OSTINATO) will be presented to the membership at the Annual General Meeting on March 30, 1990 by Phyllis Ilavsky March 29, 1990 Morna-June Morrow will update the Amendments to the Constitution and will mail revisions to the members of the National Executive, Advisory Board, and Chapter Presidents. ACTION: Morna-June Morrow March 30, 1990 (Meeting of the General Membership) THAT the proposed amendments to Articles VI and X of the Constitution be accepted as distributed. (Phyllis Ilavsky, Joan Sumberland) April 2, 1992 Recommendation:

7 IB Constitution / By-Laws Amendments Page 7 That the Recording Secretary will be responsible for updating the Constitution. Mary Robinson Ramsay will thank Morna-June Morrow for her care of this matter in the past, and will ask her to forward the appropriate computer disk. April 18, Incorporation: President Roy went through information items regarding the appointment of an auditor, passing of procedures each year, use of agents and appointees, true Annual General Meetings, and fundraising as related to our Constitution. 2. Agency: i) Financial - President Roy clarified issues regarding Chapter generated funds, National membership monies and stressed the importance being accountable for all funds to the National. ii) Provincial de-incorporation of Alberta and Saskatchewan. Thank you to both of these chapters for understanding that funds from our National Organization are not to be given to other charitable organizations. Saskatchewan President, Pam Ludwar, will check further to the Saskatchewan Chapter requiring incorporation in order to be a member organization of the SMEA. April 20, 1996 (Meeting of the General Membership) THAT the newly incorporated objects and by-laws of Carl Orff Canada, Music for Children, Musique pour Enfants, be accepted. (Sills/Sjoberg) May 7-10, 1998 THAT as part of all expected government agency report forms (e.g., Charities and Revenue Canada and Industry Canada) a brief summary of National and Chapter activities for the previous financial year be included. (Roy/Walker) New Procedures June 15th of each year: Budget and Goals and Objective to be submitted. It would be of benefit to new executive to have the outgoing President submit a President s report along with the above mentioned. October 15th of each year: Financial Statement and Current Executive List due The Agency Agreement of our Constitution requires these documents in order to fulfill our legal obligations. April 28-29, 2010 Discussion: At the AGM it will be announced that the executive has discussed and moved that the 3 rd VP position will not be filled for the current term ( ). Duties of the 3 rd VP will be redistributed, with the role of gathering chapter news to a member of the Ostinato board. If we decide to eliminate the position, it will be a constitutional issue. We would have to give membership notice of this motion, to be voted on at an AGM. MOVED THAT the 3 rd VP position remain vacant for (Debra Giebelhaus-Maloney/Batya Levy) Discussion: Advantages of eliminating the 3 rd VP position: time commitment on the National Executive

8 IB Constitution / By-Laws Amendments Page 8 would be reduced, expenses for COC would be reduced, the 3 rd VP s duties can be redistributed. Advantages to retaining position: it allows for redistribution of duties if need arises, gives two additional years of preparation for 2 nd VP role. MOVED THAT the 3 rd VP position be eliminated from the COC National Executive. (Debra Giebelhaus-Maloney/Ruth Nichols) Recommendation: That the incoming 2 nd VP attend national executive meetings prior to beginning of term and that the outgoing 2 nd VP mentor incoming 2 nd VP). April 29-May 1, 2011 To add a position (webmaster) to the National Executive may involve a change to the constitution. We also need to investigate the process for removing the position of Third Vice-President. Action: Cathy Bayley will investigate the process for adding a director with the title of Webmaster, as well as the removal of Third Vice-President. She will report back with this information for the November teleconference. April 18-19, 2012 Action: Cathy will investigate the process for updating the constitutions and whether we need a lawyer to facilitate this process. November 25, 2012 MOVED THAT a Constitution and By-Laws Committee be struck immediately. This committee will be chaired by the Past President. Members will be the Treasurer, First Vice President, Second Vice President and President, Ex-officio. MOVED THAT lawyer Don Moir be asked by Cathy Bayley to advise the committee on the necessary transition from current nonprofit federal legislation to new legislation coming in October COC will commit up to $1500 for legal fees for this transition. April 26-28, 2013 We must register under the new Canada Not for Profit Corporation law (NFPA). The special resolution of members gives us the authority to apply for the certificate of continuance. There will be a minimum of five and a maximum of fifteen directors. We have two classes of members, voting members (ordinary) and non-voting members (library). It remains to be determined whether COC will become a soliciting corporation or a non-soliciting corporation. This comes into question because of our finances on conference years vs. on non-conference years. The National Executive will be known as the Board of Directors. At the conference AGM the members will vote on the Board of Directors. The Board of Directors will then appoint the officers. Our accountant suggested that it would be to our advantage to have 2 non-appointed people on the board (members at large). This also helps prepare people to take on future positions on the board someday. If we take this recommendation we are also prepared if we do have to declare ourselves as a soliciting corporation. Discussion: As a board we can change or amend our bylaws. Any changes will take effect immediately and then must be voted on at the next AGM. It is recommended that National look at the relationship around what we want to have with our chapters. Don Moir also recommends that we give the library members the opportunity to vote on the transition.

9 IB Constitution / By-Laws Amendments Page 9 Moved that: COC board of directors be increased to 13 directors effective September 1 st April 27, 2013 AGM Adoption of a special resolution to authorize the Carl Orff Canada corporation to transition into the new Canada Not-for-profit Corporations Act. Cathy Bayley explains the new law and how this will affect COC. Moved that: the current board of COC are recognized as the duly elected board of Carl Orff Canada and will form the first of directors of COC for the transition to the new Not for Profit Act. Moved that: the special resolution to authorize the Carl Orff Canada Corporation to transition into the new Canada Not-for-profit Corporations Act be approved. February 25, 2014 Teleconference Meeting COC constitution considerations for nominating/voting procedures: Nomination Process: currently following Robert s Rules - nominations from the floor are acceptable. Action: Beryl Peters will send out an to those on the slate about our nomination process, so that everyone knows that nominations from the floor are a technical possibility. Action: Cathy Bailey will work on possible changes to our constitution around the nomination procedures for our National Executive Meeting. Consideration will be given to how to keep the president, past-president, and vice-presidents in place. Need to consider which positions are appointed and who is elected. April 9-10, Halifax Moved that we revise the current bylaws to include the Past President as an appointed Officer and include Treasurer and Secretary as Elected Directors. Moved that all directors may serve a maximum of two 2 year terms in any one position. This may be extended past the 4 year term with a 2/3 majority of the board. Moved that all elected directors and appointed officers must be nominated by November 1 st in a non-conference year as per the updated P and P (April 2014). Moved that persons nominated for President and 1 st Vice President must have served for a minimum of one term preceding their nomination, except in extraordinary circumstances as determined by the National Board. Action: These will be voted on at the 2015 AGM along with a 6 week prior notice. Action: The Policies and Procedures will be reviewed and revised on an ongoing basis by a COC Adhoc committee.

10 Action: Job descriptions of Board need to be reviewed over the next year. IB Constitution / By-Laws Amendments Page 10