Monday, November 26, 2018
5:30 – 7:00 PM
Workshop West Playwrights’ Theatre
11516 103 St NW, Edmonton
NOTICE OF ANNUAL GENERAL MEETING (AGM)
The Professional Arts Coalition of Edmonton (PACE) will hold its annual general meeting on Monday, November 26th, 2018, from 5:30 – 7:00 PM, at Workshop West Theatre, 11516 103 St, Edmonton.
The business of this meeting shall be
- Reports from the Board of Directors on the past year’s activities;
- the approval of the financial statements for the fiscal year 2017/2018;
- the approval of proposed changes to the bylaws governing PACE, including a revised mission statement;
- the election of a slate of officers to the Board of Directors of PACE.
Only members in good standing are eligible to vote on matters before the AGM.
Background:
Members of the PACE membership met in September 2018 in a day-long facilitated workshop to discuss the current purpose of PACE, the challenges the organization faces, both financially and in terms of volunteer support, and what might be a realistic set of expectations and activities for PACE going forward.
The workshop was very successful, resulting in a set of concrete recommendations for consideration at the PACE AGM. The recommendations are:
Given the financial and human resources available to PACE at the present time, the organization’s mandate and scope of activity should be “right-sized” to its current realities;
PACE has two activities that have been historically successful and valued by the community it serves. It is recommended that PACE restrict itself solely to these two activities, which are:
- The holding of the #YEGVotesArts campaign for the six months preceding any Edmonton municipal election; and
- The organizing and hosting of between 2 and 4 so-called “salons” each year; Arts community gatherings, often with featured guests and panel discussions, on topics of strong contemporary interest to the Edmonton Arts community.
Recommendations further call for the PACE Society bylaws to be revised to reflect a new and more limited focus for the organization and a reduced burden of administration on the core group of volunteers making up the executive. They include changing the name of the Executive Planning Committee to a more conventional Board of Directors. Further, it is recommended that PACE no longer maintain an open membership with annual membership dues, but instead adjust its bylaws such that the members of the Board of Directors shall be the only members of the PACE society and no membership dues shall be levied.
Following the workshop in September, a Bylaws Review Committee was formed of Ken Davis, Kate Stashko and Karen Brown Fournell. The bylaws were reviewed carefully by the committee in the context of the Societies Act and also with a view to not unduly tying the hands of future Boards. The proposed bylaw revisions were then sent for informal review to a Registries official to ensure they were framed properly. The committee also structured a new Mission Statement for proposed adoption.
NOTICE OF MOTION:
To adopt the following as the PACE Mission Statement and Mandate:
Proposed Mission Statement:
The Professional Arts Coalition of Edmonton is a not-for-profit arts advocacy organization which serves to build recognition and support for professional artists in Edmonton. PACE aims to represent diverse perspectives of artists and arts organizations in Edmonton, to elevate the status of the artist, and to improve appreciation for the arts.
NOTICE OF MOTION:
Be it resolved that the membership of PACE at its 2018 Annual General Meeting adopt the following proposed revisions to the Society’s bylaws. (75% approval required)
Proposed new bylaws:
ARTICLE 1 – NAME (no change)
- The legal name of the Society shall be “PROFESSIONAL ARTS COALITION OF EDMONTON SOCIETY”.
ARTICLE 2 – MEMBERSHIP(change in definition of membership)
2.1 Membership in the Society shall be confined to those persons sitting on the Society Board of Directors. New appointments to the Board of Directors shall be determined by a simple majority vote of the Board.
Membership in the Society shall be drawn from:
a) any arts organization serving professional artists as a Society or Non-Profit Corporation in Alberta.
b) any union, alliance, association, educational institution, or service group active in professional arts in Edmonton or Alberta.
c) any professional artist or any individual willing to actively pursue the philosophy and objectives of the Society.
2.2 There shall be no other membership and no membership fees assessed.
2.3 Any member who desires to withdraw from the membership of the Society may notify the Society in writing to that effect and upon receipt by the Society of such notice the member shall cease to be a member.
2.4 A simple majority of the Board of Directors shall have the right to approve, refuse, suspend or revoke membership.”
ARTICLE 3 – ELECTIONS and GOVERNANCE (Change name of executive to Board of Directors)
(Also specification as to number of meetings per year)
3.1 The oversight of the management of the business and affairs of the Society shall be vested in the executive of the Society, known as the Board of Directors, which may delegate any of its powers to an Executive Director.
3.2 The Board shall consist of four Officers and up to seven Directors who shall be elected by a simple majority of votes cast by members at the Annual General Meeting. Composition of the Board will consist of the following positions:
• Chair
• Vice Chair
• Treasurer
• Secretary
• Past Chair (non-elected)
• Director
3.3 The composition of the Board should endeavor to reflect the diversity of the professional arts community in the greater Edmonton region through various sizes of professional arts organizations, independent artists and cultural producers, and a variety of artistic disciplines and focus.
3.4 Terms of office for the Board shall be for a period of two years. The Board may, at any time, elect a replacement to fill the remainder of a term of office of an Officer who has resigned.
3.5 Members of the Board shall meet at least four times a year at occasions called by the Chair. Additional meetings may be called upon request of any three members in writing, in person, by telephone or electronically to all other members, a minimum of one week prior to the scheduled additional meeting.
3.6 The Chair shall, when present, preside at all meetings of the members of the Society. The Chair shall also be charged with oversight of the affairs and operations of the Society and with other duties as assigned by the Board. During the absence or inability of the Chair, the Chair’s duties and powers may be executed by the Vice-Chair.
3.7 The Secretary is responsible for recording and maintaining all minutes of the meetings of the Board and Society members. The Secretary may delegate this task to the employees of the Society or any Officer. The Secretary shall have charge of all correspondence of the Society and be under the direction of the Chair and Vice-Chair.
3.8 The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited of the financial position of the Society. The Treasurer may delegate or receive assistance with respect to these tasks from the employees of the Society.
3.9 The Board may by resolution appoint committees.
3.10 Board members shall receive no remuneration for discharging their duties hereunder, save reimbursement of reasonable out-of-pocket expenses incurred in the undertaking of duly approved Society business. Nothing in this bylaw shall prohibit any Board member from providing professional services for compensation to the Society in addition to their prescribed duties, and provided that the hiring of the said services is approved by the Board.
3.11 No member of the Board shall be personally liable for the acts, receipts, neglects or defaults of any other executive member or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Society or for the insufficiency or deficiency of any security in or upon any monies of the Society that shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act or any person with whom any of the monies, securities or effects of the Society shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office in relation thereto unless the same shall happen through his or her own willful neglect or default.
ARTICLE 4 – GENERAL MEETINGS (change in quorum for meetings)
4.1 The Annual General Meeting shall be held each year at a place within Edmonton and on a day to be fixed by the Board. A 14-day notice of such meeting shall be distributed to all members. At such annual meetings the officers shall be elected and the annual financial statements shall be submitted.
4.2 Special meetings may be called at any time by the Board. Notice of all special meetings shall be given to all members at least 7 days prior to such meeting.
4.3 A simple majority of votes of the members present at any meeting shall decide any questions coming before the meeting.
4.4 Votes of members must be given in person. At any meeting of the Society, each Organizational and Other Member represented in person shall have one vote.
4.5 At any meeting of the members, a quorum shall consist of 4 members. (down from 5)
ARTICLE 5 – FUNDS AND FINANCIAL REVIEW
5.1 The fiscal year of the Society shall be September 1 to August 31.
5.2 At fiscal year end the financial statements of the Society shall be reviewed by two members of the Board. The Treasurer shall be present during this review. The Treasurer will present the audited financial statements at the annual general meeting of the Society.
5.3 The financial statements of the Society may be inspected by any member of the Society at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member shall at all times have access to the financial statements.
ARTICLE 6 – BORROWING POWERS
6.1 For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, upon resolution of the Board.
ARTICLE 7 – BYLAWS
7.1 The bylaws may be rescinded, altered or added to by a special resolution of the members. Amendment of these bylaws shall require the votes of 75% of the Full Members present at an Annual General Meeting or at a Special General Meeting. Notice of the motion to amend, setting out the wording of such amendment, must be given to Full Members in writing by letter, fax or email 14 days prior to such Annual General Meeting or 7 days prior to a Special General Meeting.
ARTICLE 8 – DISSOLUTION
8.1 The Society shall be dissolved by a 75% majority vote in the affirmative at an Annual General Meeting or Special General Meeting where proper notice of the motion to dissolve has been given.
8.2 If the Society is dissolved, any funds or assets remaining after paying all debts are paid to a qualified donee (as defined under the Income Tax Act). Members select this organization by Special Resolution. In no event do any members receive any assets of the Society.
DATED this ____________ day of ______________ . 2018
Ken Davis
Chair, Professional Arts Coalition of Edmonton
