Shakespeare By The Sea Festival Inc.

By-Laws

Adopted November 2010

Article 1 Preamble

1.1    These by-laws are intended to guide the internal management and governance of the Shakespeare By The Sea Festival, in accordance with the Vision and Mission of the Organization.  

1.2    The Shakespeare By The Sea Festival is incorporated as a non-profit organization, with no share capital, according to the Articles of Incorporation as outlined under the Corporation Act for the Province of Newfoundland and Labrador.

1.3    The Shakespeare By The Sea Festival shall be governed by a Board of Directors.


Article 2 Board of Directors

2.1     Duties and Powers Shall Be To:

A.    Set both short and long range objectives in accordance with the Vision and Mission of the Organization.


B.    Manage all business of the Organization.


C.    Appoint such employees and/or agents as may be necessary to conduct business of the Organization
.

D.    Appoint officers and fill vacancies.


E.    Make all rules and regulations which they deem necessary and proper for governing the Organization as well as for the due and orderly conduct of the affairs of the Organization.


F.    Formulate and approve an annual budget, production budgets, and all fundraising projects for the Organization.


2.2    General Responsibilities Include To:

A.    Understand and demonstrate a commitment to the organization’s Vision, Mission and programs

B.    Keep up to date with issues and trends that affect the organization

C.    Prepare for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them

D.    Attend meetings regularly

E.    Contribute skills and knowledge by participating actively in meetings and committee work

F.    Make inquiries when clarification or more information is needed

G.    Understand and monitor the organization’s financial affairs

H.    Avoid any potential conflicts of interest

I.    Understand and maintain confidentiality

J.    Ensure the organization is complying with all legal and regulatory requirements

2.3     Number of Directors and Dismissal

A.    The number of Directors constituting the Board of Directors (henceforth referred to as Board) shall be no less than seven (7) and no more than twenty-five (25).

B.    Any Director missing three (3) consecutive board meetings without cause shall be removed from the Board. Any exceptions to this ruling will be made by the Board.

2.4     Board Appointments


A.    Directors shall be elected at any time and ideally will agree to serve for two (2) years.

B.    Directors shall be elected by an affirmative vote of a majority of the existing board members and may assume office at any time.

2.5     Meetings and Quorum


A.    The Board shall meet monthly. Special meetings may be called occasionally.

B.    The number of Directors necessary to constitute a quorum shall be one (1) more than half the members of the Directors serving.

C.    Manner of Acting: The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board.  Each Director shall have one vote.

D.    An annual organizational meeting shall be held once in every 12 month period.

Article 3 - Executive Committee


3.1    Members of the Executive Committee shall be composed of the Chair, Vice-Chair, Secretary, Treasurer, Artistic Director and Associate Director.

3.2    General Responsibilities of the Executive Committee

A.    Shall set the agendas for all Board meetings.

B.    Shall transact any urgent business that might arise between Board meetings.

C.    The results of any Executive Committee action, including the votes of Executive Committee members, will be recorded in the minutes of the next meeting of the entire Board.

D.    The Executive Committee shall be elected by the Board and will serve for a minimum of one year. The Executive Committee shall be elected at the annual organizational meeting of the Board of Directors.

E.    Individual board members may hold more than one executive position at the same time, when necessary.

3.3    Specific Responsibilities of the Executive Committee

A.     The Chair:

i.     Serves as the chief volunteer of the organization

ii.     Provides leadership to the Board of Directors

iii.    Develops agendas for meetings

iv.    Chairs meetings of the board of directors

v.     Recommends to the board which committees are to be established

vi.    Seeks volunteers for committees and coordinates individual board member assignments

vii.   Appoints the chairpersons of committees, in consultation with other board members

viii.  Serves ex officio as a member of committees and attends their meetings when invited

ix.   Ensures that board matters are handled properly, including committee functioning, recruitment of new board members, orientations, and meeting preparation

x.    Discusses issues confronting the organization

xi.   Helps guide and mediate board actions with respect to organizational priorities and governance concerns

xii.  Monitors financial planning and financial reports

xiii. Evaluates the effectiveness of the board members

xiv. Annually evaluates the performance of the organization in achieving its mission and objectives

xv.  Speaks to the media and represents the organization to the community

xvi. Annually reviews matters of governance that relate to the board’s structure, role, and relationship to management

xvii.Manages the grant application process for all operational grants, including

  • A.    Special Events and Festivals Grant (City of St. John’s)
  • B.    Municipal Grant from the Town of Conception Bay South

xviii.Is one of four signatories for the organization

B.     The Vice-Chair:

i.    Acts as the Chair in his or her absence

ii.   Reports to and works closely with the Chair to assist with his or her duties

iii.   Chairs the Human Resources Committee

iv.   Manages the grant application process for all human resource grants, including

  • A.    Canada Summer Jobs from Service Canada
  • B.    Student Work and Service Placements (SWASP) from the Department of Human Resources, Labour and Employment (HRLE), Government of Newfoundland and Labrador
  • C.    Student Work and Service Placements (SWASP), Community Service Component from the Community Services Council (CSC)
  • D.    Job Creation Partnership from from the Department of Human Resources, Labour and Employment (HRLE), Government of Newfoundland and Labrador

v.    Performs other duties as assigned by the Chair

vi.   Is one of four signatories for the organization

C.    The Secretary:

i.    Maintains records of the board and ensures effective management of the organization’s records

ii.   Manages the minutes of board meetings

iii.  Ensures minutes are distributed to members in a timely manner after each meeting

iv.  Is sufficiently familiar with legal documents (articles, by-laws, etc.) to note applicability during meetings

v.   Is one of four signatories for the organization

D.     The Treasurer:

i.    Manages the finances of the organization, including the board’s review of and action related to, financial responsibilities

ii.   Ensures appropriate financial reports are made available to the board

iii.  Regularly reports to board on key financial events, trends, concerns, and assessment of fiscal health

iv.  Works with the Artistic and Associate Director to prepare production budgets

v.   Provides annual budget to the board for members’ approval

vi.  Ensures development and board review of financial procedures and systems

vii. Recommends to the board whether the organization should have an audit

viii.Assists in the selection of an auditor, if needed, and meets with him or her annually

ix. Is one of four signatories for the organization

E.     The Artistic Director:

i.    Provides leadership for the implementation the summer Festival

ii.   Selects plays and appoints directors for the summer Festival

iii.  Selects and manages venues for the summer Festival

iv.  Selects and manages rehearsal space for the summer Festival

v.   Develops and oversees the budget for the summer Festival

vi.  Works with the MarComm committee to oversee the marketing and promotion for the summer Festival

vii. Works with the Human Resources committee to hire, evaluate and manage summer staff

viii.Oversees the recruitment, management and recognition of volunteers for the summer Festival

ix. Oversees the implementation of health and safety policies and procedures for the summer Festival

x.  Oversees all artistic endeavours for the organization

xi. Manages the grant application process for all artistic grants, including
  • A.    Newfoundland and Labrador Arts Council
  • B.    Canada Council for the Arts
  • C.    City of St. John’s Arts Jury

F.     The Associate Director:

i.    Acts as the Artistic Director in his or her absence

ii.   Reports to and works closely with the Artistic Director to assist with his or her duties

iii.  Performs other duties as assigned by the Artistic Director

Article 4 Committees

4.1    The committees listed in this Article shall be considered standing committees. The Chair shall have the power to appoint the chairperson for each committee. The Chair and Vice-Chair shall sit as an ex-officio member of the committees. Any vacancy on a committee shall be filled at the committee chair’s discretion. The Chair shall have the power to appoint such other committees with such duties as the Board shall deem necessary. Standing committees shall consist of the following:

A.    The Executive Committee will operate as the de facto Finance Committee and shall supervise all fiduciary affairs of the organization. The committee shall present a budget at the annual organizational meeting.

B.    The MarComm Committee shall be responsible for overseeing the publicity for all of the activities of the Organization. This includes website, newsletters, newspapers, brochures for the season, advertisements, posters, as well as fundraising publications. The main purpose of this committee is to maintain ongoing notification to the public for organizational activities.
 
C.    The Human Resource Committee will oversee the hiring, evaluation and management of staff, and will oversee the development, implementation and evaluation of policies and procedures for volunteers and staff, including workplace health and safety.

4.2    Duties of the Committee Chairperson


A.    Plans and oversees the logistics of committee operations

B.    Reports to the Chair

C.    Presents committee decisions/recommendations to the board

D.    Assigns work to committee members

E.    Ensures committee members have the information needed to do their jobs

F.    Sets the agenda for and runs committee meetings

G.    Ensures distribution of committee meeting minutes

H.    Works with applicable staff in achieving the objectives of the committee

I.      Evaluates committee effectiveness in reaching goals and objectives

Article 5 Play Production


5.1    The director of a production shall have complete control over the production and presentation of the play, subject to the following:

A.    An accurate estimate of all costs be submitted to the Board before it is accepted for the season’s program.

B.    All casting shall be open to the general public, except when pre-casting exists, which shall be announced prior to the general audition call. Auditions shall be publicized at least one (1) week prior to occurring and be held at least on two (2) different dates.

C.    Complimentary ticket policy shall be a joint decision between the director and the Board.

Article 6 Amendments


6.1    These By-Laws may be amended, or repealed, and new By-Laws adopted by the following procedure.


A.    The prospective change(s) in the By-Laws shall be presented in writing at any regular Board meeting. Those Directors not present at this meeting shall have prospective changes sent to them.

B.    A vote of two-thirds of the Directors then holding office at the next regular meeting shall adopt the change.

C.    For the purpose of this Article only, Directors may in writing, give their proxy to the Secretary.

6.2    The Board shall have no power to adopt By-Laws which:


A.    Prescribe quorum or voting requirements for action by Directors different than those prescribed by law.

B.    Allow the Organization, or any Director, officer, employee or agent thereof, on behalf of the Corporation, to engage in any activity which is inconsistent with the non-profit community, and Vision and Mission of the Organization.

We certify these bylaws to be accepted and effective as of 14 day of November, 2010.

Signed:
Name: Jennifer Deon
Position: Interim Chair and Artistic Director

Name: Chris Panting
Position: Interim Vice-Chair and Artistic Director