BY-LAW NUMBER 2 ENGLISH LANGUAGE ARTS NETWORK - QUEBEC Prepared by Jane Needles October 28, 2005 Index Page Number 1.0Interpretation 1.01 Definitions 5 1.02 Rules of Interpretation 6 1.03 Interpretation of the By-Laws 6 1.04 Priority of the Law 6 1.05 Titles 6 1.06 Conduct of Meetings 7 2.0Business of the Corporation 2.01 Mandate 7 2.02 Head Office 7 2.03 Corporate Seal 7 2.04 Fiscal Year 7 2.05 Banking 7 2.06 Holdings 7 2.07 Execution of Instruments 7 2.08 Amendment of By-Laws 8 2.09 Rules and Regulations 8 3.0Members 3.01 Members 8 3.02 Membership Privileges 9 3.03 Application Forms 10 3.04 Non-Transferability of Membership 10 3.05 Resignation 10 3.06 Termination of Membership 10 3.07 Membership Dues and Fees 10 3.08 Failure to Pay Annual or Special Dues 10 4.0 Meetings of Members 4.01 Annual General Meeting 11 4.02 Special Meeting 11 4.03 Notice of Meeting 12 4.04 Waiver of Notice 12 4.05 Irregularities 12 4.06 Chairperson of the Meeting 12 4.07 Quorum 12 4.08 Right of Speaking 13 4.09 Right to Vote 13 4.10 Voting Procedures 13 4.11 Secret Ballot 13 4.12 Voting by Proxy 13 4.13 Majority of Votes 13 4.14 Adjournment 13 5.0 Board of Directors 5.01 Affairs of the Corporation 14 5.02 Number of Directors 14 5.03 Qualifications of Directors 14 5.04 Composition of the Board 14 5.05 Term of Office 14 5.06 Substitutes 15 5.07 Eligibility for Director 15 5.08 Obligations of the Board 15 5.09 Powers of the Board 15 5.10 Vacancy 16 5.10.1. Resignation 16 5.10.2 Absence 16 5.10.3 Vacancy 16 5.11 Remuneration 16 5.12 Indemnity 17 5.13 Conflict of Interest 17 5.14 Expenses 17 5.15 Donations 17 6.0Meetings of the Board of Directors 6.01 Notification 17 6.02 Waiver of Notification 18 6.03 Place 18 6.04 Quorum 18 6.05 Chairperson of the Meeting 18 6.06 Vote 18 6.07 Adjournment 19 7.0Executive Committee 7.01 Composition 19 7.02 Duties of the Executive Committee 20 7.03 Election 20 7.04 Term of Office 20 7.05 Vacancy 20 7.06 Resignation 20 7.07 Absence 20 7.08 Remuneration 20 8.0Meetings of the Executive Committee 21 9.0Functions of the Members of the Executive 9.01 President 21 9.02 Vice President 21 9.03 Treasurer 21 9.04 Secretary 22 10.0Committees 10.01 Committees of the Board 22 11.0Fiscal Year, Auditors 11.01 Fiscal Year 22 11.02 Auditors 22 12.0Contracts, Letters of Exchange and Banking Affairs 12.01 Contracts 22 12.02 Letters of Exchange 23 12.03 Deposits 23 12.04 Security Deposits 23 13.0 Declaration 23 14.0 Dissolution 23 By Law Number 2 By Law number 2 being a By-Law relating generally to the transaction of affairs of the English Language Arts Network – Quebec (ELAN) (“the Corporation”), and being considered a consolidation of By-Law number 1, enacted on April 1, 2005. BE IT ENACTED (together with such additions and amendments as the Ministry of Industry Canada, Corporations Directorate may require) as a By-Law of the Corporation as follows: 1.0 Interpretation 1.01 Definitions: In this By-Law and other by-laws and resolutions of the Corporation, unless context otherwise requires, terms used are defined as follows: Act: refers to the Canada Corporations Act Annual General Meeting: refers to a meeting of the members called for the purposes of accepting the reports of the President and any other officer so determined by the Board, the presentation of financial statements for the current fiscal year, the acceptance of the auditors report and the appointment of auditors for the next fiscal year of the Corporation Board: refers to the Board of Directors of the Corporation By-Laws: refers to this By-Law and all other by-laws of the Corporation from time to time in force and effect Corporation: refers to the English Language Arts Network - Quebec Directors: refers to the persons elected to hold positions on the Board of Directors Executive: refers to a committee of officers consisting of the President, Vice-President, Secretary, Treasurer and Past President (ex-officio)as appointed by the Annual General Meeting and the Board (Ref. 7.03). Ex-Officio: refers to any person who is authorized to sit in an official position by the Board on the Board or a committee of the Board, with voice but without vote. General Meeting: refers to a general, annual and special meeting of the members. Law: refers to the Law of the Federal Courts and Industry Canada respecting a Federal Incorporation and the law on companies and incorporations in the Province of Quebec, Law Number L.R.Q. 1977, Chapter 38, Part III, and as amended by Laws modifying the Law of Companies and other legislative dispositions, and by any subsequent amendments. in the province of Quebec. Letters Patent: refers to the letters patent of the incorporation of the Corporation, as from time to time amended. Member: refers to those individuals admitted to the Corporation by resolution of the Board. Officers: refers to those Board members, as elected by the Board, holding positions of President, Vice-President, Secretary, Treasurer and Past-President (ex-officio). Rules and Regulations: refers to decisions prescribed by the Board pursuant to the provisions of Section 2.09, not inconsistent with the By-Laws as relate to the management and operation of the meeting of the members of the Corporation and/or the meetings and management of the Board or the Corporation. Signing Officer: refers to, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Section 2.07 of this By-Law or by a resolution passed thereunder. Simple Majority: refers to fifty-percent plus one of votes cast at a general meeting or at meetings of the Board or the Executive. Special Meeting: refers to a meeting of the members called to discuss and vote upon (if necessary) a specific topic or proposition. 1.2 Rules of Interpretation In the By-Laws of and resolutions of the Corporation, the singular shall include the plural and vice versa, the masculine shall include the feminine and vice versa, and the word person shall include all individuals, moral persons, in specific, societies and all other associations not incorporated . 1.3 Interpretation of the By-Laws In the event that the By-Laws or rules and regulations accord a discretionary interpretation by the Directors, they may exercise this authority as they see fit and at the time they determine to be appropriate, in the best interests of the Corporation. 1.4 Priority of the Law In case of contradiction between the Law or the constitutional act and the By-Laws and Rules and Regulations, the Law will prevail over the constitutional act and the constitutional act shall prevail over the By-laws and Rules and Regulations. 1.05 Titles The titles used in this document are for reference purposes only and are not to be considered as interpretations of terms or the disposition of the By-Laws. 1.6 Conduct of Meetings The conduct of all meeting of members, Directors and of committees of the Corporation shall be governed by Roberts Rules of Order Newly Revised. 2.0Business of the Corporation 2.1Mandate The English-Language Arts Network (ELAN) is a non-profit organization created for Quebec artists who use English as their first language. ELAN celebrates and promotes that part of our identity which is rooted in the English language. ELAN also provides a forum to make common cause with the French-speaking community and our francophone colleagues by bringing together English-language artists from all disciplines and all parts of the province to forge new alliances, build new audiences and seek new sources of support 2.2Head Office The head office of the Corporation shall be determined by the Board by resolution from time to time. 2.3Corporate Seal The Corporate Seal of the Corporation shall be such as the Board may adopt by resolution from time to time. The seal shall be kept in a secure place within the head office of the Corporation. 2.4Fiscal Year The fiscal year of the Corporation shall terminate on such day in each year as the Board may determine by resolution from time to time. (Ref. Sec. 11.01) 2.5Banking The banking business of the Corporation, or any part thereof, shall be transacted with such banking institution or banks or trust companies as the Board may determine by resolution from time to time. All such banking business, or any part thereof, shall be transacted on behalf of the Corporation by such officer(s) and/or other person(s) ,as the Board may from time to time determine by resolution. 2.6Holdings The maximum amount which the Corporation may hold in real estate or equivalent is limited to one million dollars Canadian ($1M). 2.7Execution of Instruments Contracts, documents or instruments in writing requiring the signature of the Corporation, may be signed by any two (2) members of the Executive or other such Board Member as may be determined by the Board and all contracts and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The regulations in Sec. 12.02 shall also apply in this section. The Board shall have the power by resolution from time to time, to appoint any officer or officers or any other person or persons to sign and deliver on behalf of the Corporation contracts, documents and instruments in writing. The seal of the Corporation may be affixed to contracts, documents and instruments in writing when required. The terms contracts, documents or instruments in writing as used in this By-Law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments or property, real or personal, immovable of moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings. In particular, without limiting the generality of the foregoing, any two (2) members of the Executive or other such officer as may be determined by the Board, shall have the authority to invest monies of the Corporation in such instruments as government treasury bills, or similar, but under no circumstance may any monies of the Corporation be invested in private ventures or the public or private stock markets. 2.8Amendment of By-Laws The By-Laws of the Corporation may only be repealed or amended by a majority vote of at least two-thirds of the members present at an annual general meeting or special meeting called for the purposes of any changes to the By-Laws. Any proposition for amendment to any By-Law must be received in writing at the head office of the Corporation a minimum of thirty (30) working days before the annual general meeting is held. The repealing or amending of any by-law or by-laws shall not be enforced or acted upon until it has been filed and approved by Industry Canada. 2.9Rules and regulations The Board may by resolution from time to time prescribe such rules and regulations not inconsistent with the By-Laws as relate to the management and operation of the meeting of the members of the Corporation and/or the meetings and management of the Board or the Corporation, such rules and regulations to be deemed in effect from the time of their adoption until ratification by the annual general meeting or special meeting called for such purposes. In the event that the change in the rule or regulation is not accepted by the annual general meeting or special meeting, the rule or regulation shall return to its original sense, or to a new sense as determined by the membership at such aforementioned meetings, but the resulting acts from the change in the rule or regulation shall not be overturned during the time the change is in effect. 3.0Members 3.1Members Members of the Corporation shall consist of the applicants for the incorporation of the Corporation and such individuals as may from time to time be admitted as members of the Corporation by resolution of the Board. 3.2Membership privileges Members of the Corporation will be accorded various privileges as deemed appropriate by the Board. 3.3Application Forms The Board shall authorize membership forms requesting relevant information and containing such terms and conditions as it deems appropriate. 3.4Non-Transferability of Membership Membership in the Corporation is not transferable nor assignable. 3.5Resignation Any member may resign his/her membership in the Corporation at any time by giving notice in writing to that effect to the Secretary of the Corporation at the head office of the corporation as listed and such notice shall be effective upon receipt. 3.6Termination of Membership Membership in the Corporation shall automatically terminate if: a)the member dies, b)the member is found to be against the principles and objectives of the Corporation, or in a primary conflict of interest with the Corporation, c)the member is certified incapable of managing his/her affairs, 3.7Membership dues and fees Annual or Special Dues: The Board may fix from time to time, annual or special dues payable by each category of the membership as described in Section 3.01 – Rule 1, and such dues shall be payable by the member upon receipt of billing for same. In any case, such dues shall not be payable until ratified by the Annual General Meeting of the membership. 3.8Failure to Pay Annual or Special Dues If any member fails to pay dues when payable, the Board or its designate shall give written notice of such default to the member is question, in the manner provided for by the Board. Termination of membership shall not absolve the member of the obligation to pay any dues then due or accruing due on a pro-rata basis. Upon thirty (30) days notice in writing to any member, the Board may pass a resolution authorizing the removal of such member from the membership registers of the Corporation, subject to the rules of natural justice and thereupon, such individual shall cease to be a member of the Corporation. Notwithstanding the above, if, after three years of full membership, a member suffers a period of economic hardship, membership and all privileges may be continued without charge for a period of one year at the discretion of the President and the Treasurer of the Board upon receipt of a written request for such consideration. 4.0 Meetings of Members 4.01 Annual General Meeting The annual general meeting of the members shall be called by the Board for the purposes of accepting the reports of the Board and Management and any other officer so determined by the Board, the presentation of financial statements for the previous fiscal year of the Corporation, the acceptance of the auditors report and the appointment of auditors for the next fiscal year of the Corporation, the election of the Board of Directors and voting on changes to policies and procedures proposed by the Board since the previous annual general meeting. Such meeting shall be held at the head office of the Corporation or at any other place in Quebec, determined to be appropriate by the Board. This meeting is held to transact any business that is required by the Corporation, but in any case shall include: Reports and statements as required by the Law; Election of the directors; Report of the auditors; Appointment of auditors for the coming year, and authorization for the Board to fix appropriate remuneration for the auditors; Approval of all acts and actions taken by the Board during the year preceding the meeting. 4.2Special Meeting A special meeting of the members may be held at any time, but may have only one subject of discussion on the agenda for said meeting. Such meeting must be held in Montreal. A special meeting of the members is convened by the Board or the Executive or at the request in writing of no less than thirty percent (30%) of the voting membership. Upon receipt of such a written request, it is incumbent upon the President or the Secretary of the Corporation to call a meeting, following the established requirements of the By-Laws, or it may be called by the members signing the request, in compliance with the Law. 4.3Notice of Meeting An Annual General Meeting notice must be sent to each member eligible prior to the holding of such a meeting. The notice must clearly indicate the time, place and date of the meeting and must also include the proposed agenda , reports and audited statements, or any other such documentation required for the membership to provide a reasoned judgement on the decision(s) to be taken. This notice must be made in writing and delivered by hand, messenger, mail, or electronic means to the address of the member as it appears on the registers of the Corporation. In the case of an Annual General Meeting, this notice must be sent a minimum of twenty-one (21) working days prior to the meeting. In the case of a special meeting, this notice must be sent a minimum of ten (10) working days prior to the meeting. If the address of the member does not appear in the registers of the Corporation, , this notice may be delivered by the same means as listed above to the place in the judgement of the sender that the member is most likely to receive the notice. This notice is sent under the signature of the Secretary of the Corporation or any other such person as designated by the Board. 4.4Waiver of Notice No error or exceptional omission in giving notice of any annual general meeting or special meeting shall invalidate such meeting or make void any proceedings taken thereat and the members may at any time waive notice of any such meeting and may ratify, approve and confirm any and all proceedings taken or had thereat. The statutory declaration of the President or Chairman of the meeting in question that notification has been given shall be sufficient and conclusive evidence of the giving of such notice. The presence of a member at a meeting shall be equivalent to acknowledging waiver of notice, with the exception of a member who attends a meeting with the specific purpose of opposing the holding of a meeting due to irregularities in the notification of the meeting. 4.5Irregularities Irregularities affecting the notice of meeting or its transmission, involuntary omission to give such notice or the fact that the notice does not reach a member, shall not invalidate the holding of a meeting. 4.6Chairperson of the Meeting The President of the Corporation, or in his absence, the Vice-President(s) in order of seniority, shall preside over the meeting. At the request of the President of the Corporation or the Board, a Chairperson may be elected by the members of the meeting. 4.7Quorum A quorum for transaction of business at an annual general meeting or a special meeting shall be no less than fifty (50) voting members present in person. 4.8Right of speaking At any meeting of the members, those with the right to speak are those who have the right to attend the meeting, or any person that the Chairperson chooses to recognize for this purpose. 4.9Right to vote Every voting member shall have the right to cast one (1) vote on each matter requiring a vote at any meeting of the members. (Ref. Sec. 3.02 – Rule 1). The Chairperson of the meeting shall not have a vote except in the case of a tie, in which instance, the Chairperson shall cast the deciding vote. 4.10Voting Procedures Every question to be declared at a meeting of the members shall be decided in the first instance by a show of hands, unless a secret ballot is requested by two (2) or more of the members present or the Chairperson of the meeting. The Chairperson of the meeting shall declare that a resolution has been carried or not carried and an entry to that effect, including named abstentions, shall be entered into the minutes of the meeting as proof of the number of votes for or against or in abstention of the question voted upon. Modifications to the By-Laws requires two-thirds (66%) majority of the votes cast by the members present. Modifications to the Letters Patents or the process of inclusion or exclusion of a member requires a three-quarters (75%) majority of the votes cast by the members present. 4.11Secret Ballot Two (2) or more members or the Chairperson may request a vote by secret ballot, in which instance, scrutineers shall be appointed by the Chairperson to count the ballots. These ballots shall be returned to the Chairperson with the calculations and the Chairperson shall declare the results of the vote. A resolution shall be proposed to destroy the ballots at the end of the meeting or to retain the ballots for a specific amount of time, not to exceed six (6) months following the meeting in question. 4.12Voting by Proxy Every member entitled to vote at a meeting of members may, by means of a written proxy, appoint a person as his/her nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. Proxy forms shall be distributed with the notice of meeting. Each voting member is entitled to cast not more than one proxy vote. 4.13Majority of votes Unless the Law or these By-Laws otherwise provide, every question at all meetings shall be decided by simple majority of the votes cast. In the case of a tie vote, the Chairperson shall cast the deciding vote. 4.14Adjournment A meeting is adjourned upon a motion for same. In the case of lack of quorum for a meeting, a meeting may be adjourned by the members until such time as the quorum is achieved. The reconstitution of the meeting shall not require a new notice of meeting as long as quorum is achieved. Once the meeting is reconstituted, the members shall continue to examine and discuss the questions and items of the original proposed agenda for which they were called. 5.0 BOARD OF DIRECTORS 5.1 Affairs of the Corporation The affairs of the Corporation shall be managed by a Board of Directors. Between Annual General Meetings, the Board is the decisional body. 5.2 Number of Directors The number of Directors on the Board shall be not be less than ten (10) and not more than seventeen (17), not including the Past President. 5.3 Qualifications of Directors No individual shall be a Director unless he is a member in good standing of the Corporation. 5.4 Composition of the Board The Board shall consist of not more than seventeen (17) persons and not less than ten (10) (Ref. 5.02) of whom shall be elected a President, a Vice President, a Secretary and a Treasurer. The Past President shall sit as a member of the Board in an ex-officio capacity. All other members of the Board shall have the designation of Member at Large. 5.5 Term of Office The length of term of office for a Board member shall be two (2) years. Each Board member may be re-elected for a total of two additional terms for a maximum of six (6) consecutive years. The start of a term of office shall be from the date of the Annual General Meeting of the year in which the Director is elected. Notwithstanding the above, Directors shall remain in office until their successor shall take office. The term of office for the director elected as President shall be two (2) years and may be re-elected for a total of one (1) additional term for a total of four (4) consecutive years. Any term of office may be extended by a decision of the full Board under special circumstances. 5.6 Substitutes There are no substitutes allowed to sit in the place of a Director. 5.7 Eligibility for Director Persons under eighteen (18) years of age, persons of unsound mind or mental incompetence, persons having declared bankruptcy or insolvency, and persons who are known to have a criminal record are not eligible to serve as a Director. 5.8 Obligations of the Board The Directors are bound to serve the aims and objectives of the Corporation. They are bound to see to the application of the directives of the Annual General Meeting and are responsible to the membership. The Board selects and approves the Secretary of the Executive Committee. The Board hires the Executive Director or equivalent of the Corporation, who is responsible to the Board. The Board forms all committees both permanent and ad hoc and sets the mandates for each committee. Each Director of the Board assures their availability and participation in Board affairs throughout their mandate. In the event that the Director is temporarily out of town or otherwise unavailable, the Director shall inform the administrative staff of the Corporation of where they can be contacted in the event of emergency or situation requiring their participation. 5.9 Powers of the Board The Board may adopt any and all resolutions and amend any rules and regulations relative to the administration of the Corporation, or suspend the application of or change any rules of the Corporation for the benefit of the efficient functioning of the Corporation. The Board may remove any Director from the Board in the case of incapacity to serve, incompetence or just cause, or if the interests of the Corporation are compromised by the actions of the Director. In the event of inability of the President to fulfill their function due to illness, dismissal from the Board for just cause, incapacity or other like situation, the Board shall be empowered to replace the President from amongst the current Directors of the Board, and such replacement will remain in effect until the next Annual General Meeting 5.10 Vacancy 5.10.1Resignation A Director may resign their position on the Board by indicating the decision in writing and submitting the letter to the Secretary of the Board through the head office of the Corporation. Such letter of resignation may be effective immediately or according to a date outlined in the letter, and must be accepted by the Board at its next scheduled meeting and entered into the records of the Corporation. Such entry into the records shall deem the Director absolved of any legal responsibilities of the Corporation. 5.10.2Absence A Director who misses three (3) consecutive Board meeting without valid cause or three (3) consecutive meetings of the Executive or any of the Board appointed committees without valid cause may be subject to replacements by decision of the Board or of the Executive. Such valid cause is to be stated to the Secretary of the Board and shall be entered into the minutes of the meeting which the Director was unable to attend. 5.10.3Vacancy Providing that a quorum of Directors remains in office, vacancies on the Board occurring for any reason during the year before the Annual General Meeting may be filled by the Board. The newly appointed Director shall remain in office until the next Annual General Meeting. The official term of office shall be considered to commence from the date of next Annual General. Regulations for term of office (Sec. 5.5) for a replacement Board member shall not apply in these circumstances, but shall be enforced if this Board member is elected to stand for office at the next Annual General Meeting. 5.11 Remuneration Directors are volunteers and therefore are not remunerated for any services they perform on behalf of the Corporation, but have the right to be reimbursed for expenses incurred on behalf of the Corporation, upon presentation of receipts to the Treasurer of the Board. Such expenses are not to be incurred without prior knowledge and approval of the Board. 5.12 Indemnity The Corporation may, by resolution of the Board, indemnify its directors, current or past, from all expenses and costs, of whatever nature, incurred by reason of a civil suit, criminal or administrative in which the director could be identified in their capacity as Director, unless it can be proven that the Director has committed a serious offence or fault or has acted with gross negligence or in a fraudulent manner. In order to protect the Directors, the Corporation may undertake to secure an insurance policy for this purpose. 5.13 Conflict of Interest Any Director who finds themselves in a position of conflict of interest, either in a personal manner or as a representative of another entity, institution or corporation, or individual, or in a contractual situation in relation to the Corporation, (with the exception of a declaration of policy) must declare this conflict and remove himself from any vote or decision in regards to the conflict, especially in relation to any monies or exchange of monies involved. The temporary absence of a Director who declares himself in conflict of interest for a discussion and vote does not affect the quorum, but the minutes must register that the conflict has been declared and that the Director in question has removed himself from the discussion and/or the room of the meeting. If a Director does not declare a conflict of interest but it is known by another Director that such a conflict exists and this Director indicates the conflict, the President or Chair of the meeting shall make a decision for proper procedure in the situation. 5.14 Expenses The Board may authorize expenses which promote the objectives of the Corporation. 5.15 Donations The Board may take any measures necessary in order to permit the Corporation to solicit, accept or receive donations and legacies of all types in order to promote the objectives of the Corporation. 6.0 Meetings of the Board of Directors 6.1Notification The President and/or Secretary of the Corporation shall determine the schedule of meetings of the Board. 6.2Waiver of Notification All efforts will be undertaken to assure that all Directors are informed of all meeting requiring their presence, but in the event of error or unintentional omission of notification, the Directors may waive such notification of a meeting of the Board. The fact that a Director is present at a meeting of the Board is sufficient to cause the waiver of notification, unless the Director is present at the meeting to contest the lack of notification. 6.3Place The meetings shall take place at the head office of the Corporation or any other place in Quebec so determined by the Board. 6.4Quorum A simple majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. This quorum must exist throughout the meeting. If a Director is required to leave a meeting due to a position of conflict of interest, this shall not invalidate the quorum. 6.5Chairperson of Meeting The President shall be the Chairperson of any meeting of the Board of Directors. In the absence of the President, a Vice-President shall take the Chair. In the absence of any of the foregoing, the Directors shall appoint a Chairperson. 6.6Vote Each Director has the right to one vote, and all questions put to the Board for resolution must be decided by a simple majority. A vote is taken by raised hands, unless two (2) or more Directors require a secret ballot. If the vote is taken by secret ballot, the secretary shall act as scrutineer and shall count and register the votes. All decisions and the votes accompanying each decision shall be registered in the minutes of the meeting. Vote by proxy is not permitted for a Board meeting. The President or Chair shall vote only in the case of a tie vote. If the President or Chairperson wishes to register a vote on a decision, they must first relinquish their position as Chair of the meeting to another member of the Board, who will in turn lose their right vote as long as they remain in the position of Chairperson. In the case of an emergency, the President or the Vice President, or in case of unavailability, the Vice President and two (2) Directors may decide to hold a vote by teleconference or electronic means. This vote has the same value as if it had been taken at a regularly scheduled meeting of the Board, and this vote must be annexed to the minutes of the next scheduled Board meeting. 6.7Adjournment In the event that the business of a meeting is not completed, the President or Chairperson of the meeting may adjourn the meeting with the consent of the Directors present, to a time, date and place which is agreed upon by all Directors present, without the need to send a new notification of the meeting. Such meeting shall resume and the Board may continue to deliberate on the matters outstanding from the adjourned meeting according to the terms set by the previous meeting. The composition of the members forming quorum for the previous meeting are not required to form quorum for the reconstituted meeting, but quorum must be achieved. If there is not quorum for the reconstituted meeting, then said meeting is said to have terminated as of the previous meeting. 7.0 EXECUTIVE COMMITTEE 7.01 Composition The Executive Committee is composed of five (5) members of the Board: the President of the Corporation; the Vice President of the Corporation; the Treasurer of the Corporation; the Secretary of the Corporation; the Past President of the Corporation (Ex-officio). 7.02 Duties of the Executive Committee The Executive Committee holds all the authority delegated to it by the Board. The Executive must report all its activities to the Board at each scheduled meeting of the Board, and the Board may affirm, modify or reject any decisions taken by the Executive. 7.03 Election The President, Vice President and Treasurer are elected by the Annual General Meeting of the corporation from a full slate of nominations prepared in advance by a nominating committee formulated by the Board. The position of Secretary is selected and voted upon by the newly elected full Board. 7.04 Term of Office The term of office of a member of the Executive, except as otherwise provided for in the provisions of Sec. 5.05, is a duration of two (2) years. Each member is eligible for re-election for a maximum of six (6) consecutive years and remains in office until such time as their successor is appointed or elected. 7.05 Vacancy The Board may fill any vacant positions on the Executive for whatever reason they may occur. 7.06 Resignation Any member of the Executive may resign their position at any time, by providing a written letter indicating the desire to resign to the President of the Board. This resignation will take effect immediately from the date of the letter or from any other date so specified within the letter. The letter shall be annexed to the minutes of the meeting at which the resignation is presented for acceptance by the Executive, and deemed that the Director has relinquished all responsibilities associated with being a member of the Executive Committee. This resignation may not necessarily indicate that the member has resigned from the full Board unless the Director wishes this to be the case, in which case such resignation shall be indicated to the full Board and follow procedures as indicated in Sec. 5.10.1. 7.07 Absence Any member of the Executive who is absent for more than three (3) consecutive meetings without valid justification accepted by the members of the Executive, shall be considered as having resigned from the Executive, at the following meeting held by the Executive. 7.08 Remuneration No member of the Executive shall be remunerated for services rendered on behalf of the Corporation, with the exception of expenses incurred in attending meetings as well as any other expenses authorized by the Corporation. 8.0 Meetings of the Executive The regulations for the holding of meetings for the Board are mutatis mutandis for meetings of the Executive. 9.0 Functions of the Members of the Executive 9.01 President The President is an individual practioner of the arts and is not a representative of one of the organizations which retain seats on the Board of Directors as described in Sec. 5.04, Rule 1. The President presides over meetings, unless he relinquishes this task. He is a member ex-officio of all committees permanent or ad hoc of the Corporation. The President does not have a vote except in the event of a tied decision, in which case he may exercise a vote to break a tied decision. The President officially represents the aims and objectives of the Corporation and is responsible for its image both public and within the community the Corporation serves. The President of the Corporation is the Chief Executive Officer and exercises all powers and functions determined by the Board. The President may accept the title of Past President at the end of their mandate, and as such shall sit as a member of the Executive ex-officio, until such time as a new Past President is in place. Once the mandate of Past President is terminated, the Board may confer an honorary title for this member, if it deems it appropriate. This honour does not entitle the member to attend meetings of the Board or the Executive. If the President is required to step down from his position for whatever reason, the Board may fill this position as per Sec. 5.09. 9.02 Vice President The Vice President of the Corporation assists the President and replaces the President in cases of absence, refusal or default of the President as per the indications set forth in Sec. 5.09. 9.03 Treasurer The Treasurer of the Corporation is in charge of the general finances of the Corporation. The Treasurer oversees the preparation of financial statements and records of the Corporation and ensures that monies and currencies are deposited to the credit of the Corporation in any bank or financial institution so designated for this purpose by the Board. Each time it is required, the Treasurer shall furnish all financial statements and transactions of the Corporation and all transactions undertaken in his capacity as Treasurer. He oversees the maintenance and daily upkeep of financial records and that all financial transactions are maintained in record-keeping registers for this purpose. He must sign all contracts or documents issued on behalf of the Corporation, requiring his signature by resolution of the Board and also undertakes all tasks and requirements so presented by the Board. 9.4 Secretary The Secretary of the Board ensures the safe-keeping of the seal of the Corporation and also ensures that all minutes and written records of meetings of all committees, the Executive and the Board are complete and accurate at all times. The Secretary also ensures that all certificates, documentation, books and reports that are legally required by the Corporation to be produced at any time, are kept in a secure and proper manner. 10.0 Committees 10.01 Committees of the Board The Board creates permanent and ad hoc committees. Committees are not decisional. Minutes of all committee meetings shall be kept and addended to the minute books of the Corporation. 11.0 Fiscal Year, Auditors 11.01 Fiscal Year The fiscal year of the Corporation shall be the 1st day of July to the 30th day of June. 11.02 Auditors The auditors or chartered accountants charged with the duties of verifying statements of the Corporation are selected and approved by the Annual General Meeting. Payment or remuneration for these auditors or chartered accountants is fixed by the Board. No Director may be named auditor or chartered accountant for the purposes of verifying statements of the Corporation. If the auditor or chartered accountant is unable or unwilling to complete their duties during the year, the Board shall be empowered to replace them without requiring approval of the membership. 12.0 CONTRACTS, LETTERS OF EXCHANGE AND BANKING AFFAIRS 12.01 Contracts In the absence of a decision by the Board to the contrary, all acts, contracts, titles, obligations and other documents requiring the signature of the Corporation may be signed by the President or any other officer so appointed by the Board. All contracts must bear two signatures of so appointed officers. 12.02 Letters of Exchange Cheques, or other letters of exchange drawn, accepted or endorsed in the name of the Corporation are signed by any Director authorized by the Board. No matter which Director has the power to sign on behalf of the Corporation, only letters of exchange which are in the name of the Corporation, for deposit to the credit of the Corporation or for the handling of the accounts of the Corporation by banking authorities may be signed by said Directors. Any authorized Director may have access to, discuss, regulate, establish balances and certify any bank accounts or instruments in the name of the Corporation; said Director may also receive cheques paid, and other justifying documentation as well as sign any and all forms required for balances, or information required by the banking institution. 12.03 Deposits The funds of the Corporation may be deposited in one or more banks or financial institutions located in Canada and such allocation is indicated and approved by the Board. 12.04 Security Deposits The titles of the Corporation may be deposited as security with one or more banking or financial institutions in Canada, as indicated and chosen by the Board. No titles so deposited shall be removed without express written permission of the Corporation, signed by a representative duly appointed by the Directors. Such authorization may be given in general or specific terms. 13.0 Declaration The President, all Directors and any other persons authorized by the President are respectively permitted to respond on behalf of the Corporation in any briefs, ordinances, interrogations of facts and articles, delivered by any court; to respond in the name of the Corporation to all legal suits posed for or against the Corporation and to proclaim any affidavits or declarations required by law on behalf of the Corporation; to make demands against debtors or creditors of the Corporation; to be present and to vote at any assembly of creditors of the Corporation; to act on behalf of the Corporation in any legal matters or other gestures which are in the best interests of the Corporation. 14.0 Dissolution In the case of liquidation or dissolution of the Corporation, all remaining assets of the Corporation shall be directed to another non-profit organization with similar goals in the professional artistic milieu.