Actsafe Safety Association Bylaws and Constitution

Transcription

1 Actsafe Safety Association Bylaws and Constitution

2 CONSTITUTION The name of the Society is Actsafe Safety Association. The purposes of the Society are: (a) to serve as an industry-wide body for health and safety in arts production and entertainment; (b) to assist in the development and administration of safety programs which seek to achieve a high degree of health and safety in the arts and entertainment industry; (c) to monitor workplace hazards and collect information on occupational accidents and diseases for use in promoting workplace safety; (d) to prepare health and safety policies and procedures for the arts and entertainment industry to facilitate compliance with WorkSafe BC regulations by BC producers, engagers, performers and other workers; and (e) to act as a liaison between the arts and entertainment industry and WorkSafe BC, and organizations in other jurisdictions similar to the Society. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 1

3 BYLAWS 1. INTERPRETATION 1.1. Definitions In these Bylaws, unless the context otherwise requires: (a) Board means the board of directors of the Society; (b) Board Chair or Chair means the chair of the Board; (c) Bylaws means these bylaws; (d) Directors means the directors of the Society; (e) Society means Actsafe Safety Association; and (f) Society Act means the Society Act of British Columbia from time to time in force and all amendments to it Society Act Definitions The definitions in the Society Act on the date these Bylaws become effective apply to these Bylaws. 2. MEMBERSHIP 2.1. Eligibility The members of the Society are those groups, unions, associations, organizations, corporations, or individuals who become members in accordance with these Bylaws and have not ceased to be members. Membership is open to professional, trade or industry groups, unions, associations, or corporations engaged in the following classifications: (a) performing arts; (b) live performance venue; (c) organizing or conducting live performance special events; and (d) motion picture, television or commercial production. Membership is also open to individuals in the motion picture and/or performing arts industries who are not represented by a member professional, trade or industry group, union, association, or corporation. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 2

4 2.2. Admission A group, union, association, organization or individual may apply to the Directors for membership in the Society and on acceptance by the Directors is a member Designation of Authorized Representative A member who is not a natural person (e.g., a union, group, association, etc.) shall designate in writing a person to be its authorized representative. The member may from time to time substitute another person to be its authorized representative by giving notice in writing to the Society Expulsion of Member A member may be expelled by special resolution. Notice of a special resolution to expel a member will be accompanied by a brief statement of the reasons for the proposed expulsion and a copy of the notice will be provided to all members. The member who is the subject of the proposed expulsion will be provided an opportunity to respond to the statement of reasons at or before the time the Special Resolution for expulsion is considered by the members Cessation of Membership A member shall immediately cease to be a member: (a) upon the Society s receipt of the member s written resignation; (b) upon the death of the member or the dissolution or other termination of a corporate member s existence; (c) upon being expelled pursuant to these Bylaws; or (d) having not been a member in good standing for a period of 60 days Good Standing All members are in good standing except a member who has failed to: (a) pay any applicable membership fee or due or any other debt due and owing to the Society; or (b) submit any applicable membership application or renewal form required by the Society from time to time. 3. MEETINGS OF MEMBERS 3.1. Time and Place General meetings of the Society must be held at the time and place, in accordance with the Society Act, that the Directors decide. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 3

5 3.2. Extraordinary General Meeting Every general meeting other than an annual general meeting is an extraordinary general meeting Calling of Extraordinary General Meeting The Directors may, when they think fit, convene an extraordinary general meeting Notice of General Meeting Notice of general meetings shall be given to all those entitled to receive notice from the Society at least 14 days in advance of the general meeting. The notice shall specify the place, the date and the hour of the meeting and the special business to be transacted at the meeting. 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 Annual General Meeting The annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting. 4. PROCEEDINGS AT GENERAL MEETINGS 4.1. Special Business Special business is: (a) all business at an extraordinary general meeting except the adoption of rules of order; and (b) all business conducted 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 appointment of Directors; (vi) the appointment of the auditor, if required; and (vii) such 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 of the meeting. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 4

6 4.2. Requirement of Quorum to Conduct Business No business, other than the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present. 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 Quorum A quorum at a general meeting is at least six members. If, within 30 minutes from the time appointed for a general meeting, a quorum is not present, the meeting 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 30 minutes from the time appointed for the meeting, the members present constitute a quorum Meeting Chair The Board Chair shall, subject to a Board resolution appointing another person, chair all general meetings, but if at any general meeting the Chair, or such alternate person appointed by the Board, is not present within 15 minutes after the time appointing for the meeting or requests that he or she not chair that meeting, the members present may choose one of their numbers to chair that meeting Adjournment 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. It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 10 days, in which case notice of the adjourned meeting must be given as in the case of the original meeting Ordinary Resolution Sufficient Any issue at a general meeting which is not required by these Bylaws or the Society Act to be decided by a special resolution will be decided by an ordinary resolution Resolutions A resolution proposed at a meeting need not be seconded, and the chair of the meeting may move or propose a resolution. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 5

7 4.8. Voting A member in good standing present at a meeting of members is entitled to one vote. Voting is by show of hands. 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. 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 Proxy Voting Voting by proxy is not permitted. 5. DIRECTORS 5.1. Powers of Directors The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the members in a general meeting, but nevertheless subject to the provisions of: (a) all laws affecting the Society; and (b) these Bylaws and the Constitution Composition of Board The Board shall be composed of the following individuals: (a) four representative Directors, of whom: (i) one is representative of workers in the motion picture industry; (ii) one is representative of employers in the motion picture industry; (iii) one is representative of workers in the performing arts industry; (iv) one is representative of employers in the performing arts industry; and (b) up to three at large Directors Selection of Representative Directors The representative Directors shall be selected pursuant to the following process. (a) Members may nominate one or more candidates to fill upcoming representative Director vacancies. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 6

8 (b) The nominating committee shall, based on a consideration of the matrix of skills and experience required on the Board, consider all of the nominations provided by the members and, from that pool, recommend a slate of nominees to the Board. (c) From the pool of candidates recommended by the members, and in consideration of the recommendations from the nominating committee, the Board shall appoint nominees to fill the vacant representative Director positions Selection of At Large Directors The at large Directors shall be selected pursuant to the following process. (a) Upon an upcoming vacancy, the nominating committee, based on a consideration of the matrix of skills and experience required on the Board, shall recommend nominees to the Board. (b) In consideration of the recommendations from the nominating committee, the Board shall appoint nominees to fill the vacant at large Director positions Directors Terms Directors shall serve for two-year terms and may serve additional terms. So as to ensure that Directors terms are staggered: (a) representative Directors who are representative of employers are appointed in even-numbered years; (b) representative Directors who are representative of workers are appointed in oddnumbered years; and (c) no more than two at large Directors may be appointed in any given year Ceasing to be a Director A person will automatically cease to be a Director upon the occurrence of any of the following: (a) resignation (effective upon the date which is the later of the date of delivering his or her resignation in writing to the Society and the effective date of the resignation stated therein); (b) death; (c) mental incapacity; or (d) removal by members by special resolution Appointment by Board Upon any Director ceasing to be a Director prior to the completion of his or her term, the Board may appoint another person as a Director to complete the leaving Director s term. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 7

9 5.8. Invalidation of Acts No act or proceeding of the Board is invalid by reason of there being a vacancy on the Board Compensation and Reimbursement of Directors A Director must not be remunerated for being or acting as a Director but a Director may be entitled to receive per diem, as set by the Board, for work done while engaged in the affairs of the Society. A Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society. 6. PROCEEDINGS OF THE BOARD 6.1. Procedure of Meetings 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 Quorum A quorum for Board meetings shall be a majority of Directors then in office Meeting Chair The Chair, or in the Chair s absence, a Director appointed by the Chair, shall chair meetings of the Board Board Decisions Each Director, including the Chair, shall have one vote. Questions arising at a meeting of the Directors shall be decided by consensus where possible and otherwise by a majority of votes. In the case of a tie vote, the Chair does not have a second or casting vote Resolutions in Writing 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 Electronic Attendance A meeting of the Board or of a committee of the Board may be held by means of a conference telephone call or other means by which all the Directors or committee members agree to participate in that manner and those participating can hear each other. A person participating in a meeting in such a manner shall be deemed to be present at the meeting. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 8

10 6.7. Committees The Board must strike a nominating committee and two standing committees, one each for the motion picture and performing arts. The Board may strike such other committees as it sees fit and may delegate any, but not all, of its powers to committees consisting of the persons they consider appropriate. 7. OFFICERS 7.1. Officers The Society shall have the following Officer: (a) a Board Chair Election of Board Chair Every three years, prior to the annual meeting the Directors shall elect from among their members a Board Chair. The Chair shall hold office for three years commencing at the close of the upcoming annual meeting and terminating at the close of the annual meeting three years later Term of Board Chair The Board Chair shall serve a three-year term and may be re-elected once Responsibilities of Board Chair The Board Chair s responsibilities shall include chairing the annual meetings of members, chairing meetings of the Directors and directing the preparation of minutes of meetings of the Directors. 8. SEAL 8.1. No Seal The Society does not have a seal. 9. BORROWING 9.1. Powers of Directors In order to carry out the purposes of the Society, the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such a manner as it decides, and in particular but without limiting that power, by the issue of debentures. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 9

11 9.2. Issuance of Debentures No debenture will be issued without the authorization of a special resolution Restrictions on Borrowing Powers The members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction so imposed expires at the next annual general meeting. 10. AUDITOR Application This part applies only where the Society is required or has resolved to have an auditor First Auditor The first auditor shall be appointed by the Directors, who shall also fill all vacancies occurring in the office of the auditor Appointment at Annual Meeting At each annual general meeting, the Society may appoint an auditor to hold office until he is reelected or his successor is elected at the next annual meeting Removal of Auditor An auditor may be removed by ordinary resolution Notice of Appointment An auditor will be informed promptly in writing of his/her appointment or removal Restrictions on Appointment No Director and no employee of the Society shall be auditor Attendance at General Meetings The auditor may attend general meetings. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 10

12 11. NOTICES TO MEMBERS Entitlement to Notice Notice of a general meeting will be given to: (a) every person or organization shown on the register of members on the day notice is given; and (b) the auditor, if Part 10 of these Bylaws applies Method of Giving Notice A notice may be given to a member either personally, by mail, or fax to the registered address provided by the member When Notice Deemed to Have Been Received A notice sent by mail, or fax shall be deemed to have been given on the day following that on which the notice was delivered, mailed, ed or faxed. 12. BYLAWS Entitlement to Copy On being admitted to membership, each member is entitled to, and upon request, will be provided with, a copy of the Constitution and Bylaws of the Society Changes to Bylaws These Bylaws must not be altered or added to except by special resolution. 13. MISCELLANEOUS Custody of Minutes The Board Chair shall have custody of the minutes of the meetings of the Directors. The General Manager shall have custody of the minutes of the meetings of the members Inspection of Records The documents, including the books of account, of the Society and the minutes of meetings of the Society and the Board will be open to the inspection of the Directors. The minutes of any general meeting of the Society will be open to the inspection of members in good standing upon reasonable notice to the keeper of such documents. However, the members will not be entitled to or have the right to inspect any other document of the Society. Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 11

13 14. TRANSITION Effective Date The effective date (the Effective Date ) upon which these amended Bylaws shall come into effect shall be the date that these amended Bylaws are filed with the Registrar Board Chair Notwithstanding any other provisions in these Bylaws, as of the Effective Date, the then-board Chair shall remain the Board Chair and shall serve as such until the end of the annual general meeting held in 2015, when she shall retire. In the alternative, if the Chair should retire before then, the Directors shall elect from among their number a Director to act as Board Chair until the end of the annual general meeting held in Directors Notwithstanding any other provisions in these Bylaws, as of the Effective Date: (a) the then-representative Directors who are representative of employers are deemed to be in the second year of their two-year terms (and will be eligible for reappointment effective the annual general meeting held in 2014); (b) the then-representative Directors who are representative of workers are deemed to be in the first year of their two-year terms (and will be eligible for re-appointment effective the annual general meeting held in 2015); and (c) the then-at large Director is deemed to be in the first year of her two-year term (and will be eligible for re-appointment effective the annual general meeting held in 2015). Constitution and Bylaws of Actsafe Safety Association Revised [April 2013] 12