By-law

AMENDED AND RESTATED

BY-LAW NUMBER 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT

OF THE BUSINESS AND AFFAIRS

KANATA THEATRE

(the “Corporation”)

A NOT-FOR-PROFIT CORPORATION SUBJECT TO THE

NOT-FOR-PROFIT CORPORATIONS ACT, 2010 (ONTARIO)

(As of September 22, 2024)

1. INTERPRETATION

1.1 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;

“Board” means the board of directors of the Corporation;

“By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;

“Chair” means the chair of the Board;

“Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;

“Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called; “Member” means a member of the Corporation;

“Members” means the collective membership of the Corporation; and

“Officer” means an officer of the Corporation.

1.2 Interpretation

Other than as specified in Section 1.1, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.3 Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

1.4 Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

1.5 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its President, Vice-President, Secretary or Treasurer or by such other person or persons as the Board may direct. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

1.6 Registered Office

Unless amended in accordance with the Act, the registered office of the Corporation shall be located in the City of Ottawa, Province of Ontario.

2. DIRECTORS

2.1 Election and Term

Except as set out herein the Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed.

Each Director shall be elected for a one-year term commencing January 1^st. The individual who is the outgoing President will be appointed as a Director for a one-year term commencing January 1^st.

Each Director will also hold the following offices:

(a) President

(b) Vice-President

(d) Treasurer

(e) Artistic Director

(f) Director, Marketing and Publicity

(g) Director, Marketing and Training

(h) Director, Building Operations

(i) Director, Theatrical Operations

(j) Director, Patron Services

(k) Director, Immediate Past President

No person may be elected to the Board of Directors for more than six (6) consecutive terms.

2.2 Vacancies

The office of a Director shall be vacated immediately:

2.2.1 if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;

2.2.2 if the Director dies or becomes bankrupt;

2.2.3 if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or

2.2.4 if, at a meeting of the Members, the Members by ordinary resolution removes the Director before the expiration of the Director’s term of office.

2.4 Filling Vacancies

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:

2.3.1 if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution;

2.3.2 if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and

2.3.3 a quorum of Directors may fill a vacancy among the Directors.

2.4 Committees

Committees may be established by the Board as follows:

2.4.1 The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and

2.4.2 Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.

2.4.3 Terms of reference of the Nominating Committee are set out in Schedule “B”.

2.5 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; subject to the following:

2.5.1 Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;

2.5.2 Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:

2.5.3 considered reasonable by the Board;

2.5.4 approved by the Board for payment by resolution passed before such payment is made; and

2.5.5 in compliance with the conflict of interest provisions of the Act; and

2.5.6 Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director or in other capacity if the Corporation is a charitable corporation, unless the provisions of the Act and the law applicable to charitable corporations are complied with, including Ontario Regulation 4/01 made under the Charities Accounting Act.

2.6 Eligibility

No person may be elected or serve as a Director unless that person has attained the age of eighteen (18) and is a member in good standing with the Corporation.

Any Member of the Corporation may nominate a Member for the position of Director.

3 BOARD MEETINGS

3.1 Calling of Meetings

Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this By-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five days’ notice to each Director, stating the time and, if applicable, the place of the meeting.

3.2 Regular Meetings

The Board may fix the place, if applicable, and time of regular Board meetings and send a copy of the resolution fixing the place, if applicable, and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3.3 Notice

Notice of the time and place, if applicable, for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this By-law to every Director of the Corporation not less than two days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

A notice of a meeting of Directors need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If the Directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

The Board may appoint a day, time and place in any month or months for regular meetings to occur.

3.4 Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

3.5 Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall not have a second or casting vote.

3.6 Participation by Telephonic or Electronic Means

Subject to the provisions of the articles, if any, a meeting of Directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A person who, through telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of the Act to be present at the meeting.

3.7 Student Member-at-Large

A Student Member-at-Large shall be entitled to notice of meetings of the Board of Directors and may attend but shall not have the right to vote at meetings of the Board of Directors. No person may serve as a Student Member-at-Large unless that person is a student, has attained the age of fourteen (14) and is a member in good standing with the Corporation. For certainty, a Student Member-at-Large may be a student attending secondary school or a post-secondary institution.

The Student Member-at-Large shall be elected at the election of the Directors for a one-year term.

3.8 Quorum

A quorum for the transaction of business at a meeting of the Board of Directors is four (4) Directors entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Directors, the Directors present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

4 FINANCIAL

4.1 Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

4.2 Financial Year

The financial year of the Corporation ends on June 30 in each year or on such other date as the Board may from time to time by resolution determine.

4.3 Auditor

The Board of Directors may fill any vacancy in the office of the auditor subject to Section 9.1 of this By-law.

4.4 Borrowing Authority

Directors may not borrow money, pledge debt obligations, give a guarantee and mortgage property on behalf of the Corporation without the authorization of the Members by special resolution.

5 OFFICERS

5.1 Officers

The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.

5.2 Office Held at Board’s Discretion

Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of:

(a) the Officer’s successor being appointed,

(b) the Officer’s resignation, or

Except for the office of treasurer, no person may be appointed to the same office for a second consecutive term. For certainty, the office of treasurer may be held for up to six (6) years.

5.3 Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

5.4 Duties of the Chair

The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.

5.5 Duties of the President

The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

5.6 Duties of the Treasurer

The treasurer shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

5.7 Duties of the Secretary

The secretary shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

6 PROTECTION OF DIRECTORS AND OTHERS

6.1 Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

(a) complied with the Act and the Corporation’s articles and By-laws; and

(b) exercised their powers and discharged their duties in accordance with the Act

7 CONFLICT OF INTEREST

7.1 Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

7.2 Charitable Corporations

No Director shall, directly or through an associate, receive a financial benefit, through a contract or otherwise, from the Corporation if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.

8 MEMBERS

8.1 Members

Membership in the Corporation shall consist of persons interested in furthering the Corporation’s purposes and who have been accepted into membership in the Corporation by resolution of the Board.

Membership in the Corporation is open to any individual who supports the objectives of the Corporation, has attained the age of fourteen (14), pays the membership fee as the Board of Directors may prescribe from time to time and agrees to be bound by and signs the Corporation’s Code of Conduct. For certainty, a corporation, sole proprietorship, partnership, trust, or unincorporated association is not eligible for membership in the Corporation.

8.2 Membership

A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.

8.3 Disciplinary Act or Termination of Membership for Cause

Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.

The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.

9 MEMBERS’ MEETINGS

9. Annual Meeting

The annual meeting shall be held on a day in December and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles.

The business transacted at the annual meeting shall include:

(a) receipt of the agenda;

(b) receipt of the minutes of the previous annual and subsequent special meetings;

(d) report of the auditor or person who has been appointed to conduct a review engagement;

(e) reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;

(f) election of Directors; and

(g) such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

Subject to the provisions of the articles, if any, a meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, and it must enable all persons entitled to attend the meeting to reasonably participate. A person who, through telephonic or electronic means, votes at or attends a meeting of the Members is deemed for the purposes of this Act to be present at the meeting.

9.2 Special Meetings

The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of any five (5) Members in good standing and or Members who hold at least 10 per cent (10%) of votes that may be cast at the meeting sought to be held, whichever is lower, within 21 days after receiving the requisition unless the Act provides otherwise.

9.3 Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.

A notice of a meeting of the Members is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If a person may attend a meeting of the Members by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

9.4 Quorum

A quorum for the transaction of business at a Members’ meeting is not less than forty (40) Members or twenty-five per cent (25%) of the Members entitled to vote at the meeting whether present in person or by proxy, whichever is higher. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

9.5 Chair of the Meeting

The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

9.6 Voting of Members and Proxies

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required bu the Act or the By-law provided that:

(a) each Member shall be entitled to one vote at any meeting;

(b) votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;

(d) before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;

(e) if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and

(f) whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

Any Member of the Corporation may, in writing, appoint another Member of the Corporation as a proxy to exercise the appointing Member’s vote on any matter properly coming before any general meeting of the Members. A proxy shall be a Member of the Corporation. Any Member of the Corporation shall not hold more than one (1) proxy for another Member. The proxyholder shall comply with the directions of the Member who appointed the person.

Any such written and signed proxy must be deposited with the Secretary of the Corporation prior to the beginning of the meeting at which it is to be used.

9.7 Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and if a meeting of the Members is adjourned by one or more adjournments for an aggregate of less than 30 days, it is not necessary, that any person be notified of the meeting that continues the adjourned meeting, other than by announcement of all of the following at the time of an adjournment:

(a) The time of the continued meeting.

(b) If applicable, the place of the continued meeting.

(c) If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

(d) Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

9.8 Persons Entitled to be Present

The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the articles or the By-laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

10 NOTICES

10.1 Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member’s latest address as shown in the records of the Corporation; and to such Director at his or her latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto. The Corporation may also publish any notice, document or communication in the Corporation’s newsletter.

10.2 Error or Omission in Giving Notice

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

11 ADOPTION AND AMENDMENT OF BY-LAWS

11.1 Amendments to By-laws

The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.

11.2 Confirmation by Members

An amendment passed under this Article 11 does not take effect until it is confirmed at a general meeting of the Members.

11.3 Notice

Within the time and in the manner for the giving of notice of a general meeting at which an amendment to this By-law is to be considered, the Board shall give notice of the text of the proposed amendment to everyone entitled to receive notice of that general meeting.