This page shows the By-law which governs the way in which Kanata Theatre operates.
(as of February 29, 2016)
KANATA THEATRE, a corporation without share capital incorporated under the Ontario Corporations Act (the “Act”) by letters patent dated June 28, 1976 for the following objects:
(a) To provide, for its members, entertainment, enjoyment and experience in all aspects of theatre;
(b) To function as a community theatre organization; and
(c) To receive, for those objects, donations, grants, legacies and bequests;
hereby enacts the following by-law relating generally to the transaction of its business and affairs:
1.1 Who may join. Membership in Kanata Theatre is open to everyone who supports its objects and pays such membership fee as the Board may prescribe from time to time.
1.2 Prerequisite. No person whose membership fee is in arrears may take part in any activity of Kanata Theatre.
2.1 Board and offices The affairs of Kanata Theatre shall be managed by a board (the “Board”) of ten directors, of whom four constitute a quorum, consisting of the holders of the following offices:
Director, Membership and Training
Director, Building Operations
Director, Theatrical Operations
Director, Box Office
Immediate Past President.
2.1.1 Transitional. The offices of Director, Building Operations and Director, Theatrical Operations shall be deemed to be new offices and the Board may appoint members to fill those two offices for a period commencing with their appointment and ending on June 30, 2016, and the persons so appointed are eligible for election and reelection to their respective positions in accordance with the provisions of this Bylaw.
2.2 Eligibility No person may be elected or serve as a director unless he or she has attained the age of 18 and is a member of Kanata Theatre.
2.3 Student member In addition to the directors named in section 2.1 there shall be a Student-Member-At-Large who is entitled to notice of and may attend but not vote at Board meetings. No person may be elected or serve as a Student –Member-At-Large unless he or she has attained the age of 14 and is a member of Kanata Theatre.
2.4 Election and term of office Each of the directors other than the Immediate Past President shall be elected by secret ballot at the Spring General Meeting for a term commencing with the end of that meeting and ending with the end of the following Spring General meeting. The Student Member-at-Large shall be elected at the same time, for the same term, and in the same manner as the members of the Board.
2.5 Eligibility for re-election All directors may be re-elected, but except for the Treasurer and Director, Box Office, no person is eligible for re-election to the same office more than once.
2.6 Term limit No person may be elected to the Board for more than six consecutive terms.
2.7 Vacancies The Board may fill the office of any director that becomes vacant, if the remaining directors constitute a quorum.
2.8 Meetings and notice Meetings of the Board may be held from time to time at the call of the Board or the president or any two directors. Notice of the time and place of every meeting so called shall be given to each director not less than 48 hours before the time when the meeting is to be held, but no notice of a meeting is necessary if all the directors are present or if those absent waive notice.
2.09 First meeting If a quorum of directors is present each newly elected Board may without notice hold its first meeting immediately following the meeting of members at which it is elected.
2.10 Regular meetings The Board may appoint a day, time and place in any month or months for regular meetings and no other notice is required for any such regular meeting.
3.1 Duties of Board The members of the Board shall have such duties in relation to their offices as the Board may from time to time prescribe.
3.2 Other offices The Board may appoint such other officers as it may from time to time consider desirable and may terminate any such appointment.
3.3 Committees The Board may appoint such committees for such terms and with such powers and duties as it considers desirable and may terminate any such appointment.
4.1 Minimum requirement In each financial year the Board shall call not fewer than two general meetings of members, namely:
(a) a general meeting (the “Spring General Meeting”) in the months of May or June for the purpose of holding elections to the Board, and
(b) the Annual General Meeting in the month of September for the purpose of receiving the audited financial statements for the financial year last ended and appointing the auditor.
4.3 Special meetings The Board may call such special general meetings of members as it considers desirable. Any five members in good standing entitled to vote may by notice in writing given to the secretary require the board to call a special general meeting to consider such business specified in the notice as may properly be dealt with at a meeting of members.
4.4 Quorum The quorum for conducting business at any general meeting of members is 25 members entitled to vote.
4.5 Age requirement Members of Kanata Theatre who have attained the age of 14 years at the date of a general meeting may vote on all matters coming before it.
4.6 Notice Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided not later than 14 days before the day on which the meeting is to be held, to members of record at the close of business on the day before the day on which the notice is given. Notice of any special general meeting of members shall state the general nature of the business to be transacted at it.
4.7 Proxies Any member may in writing appoint a member of Kanata Theatre as a proxy to exercise his or her vote on any matter properly coming before any general meeting of members.
4.8 Time for deposit of proxy. Any such written appointment must be deposited with the Secretary before the meeting at which it is to be used.
4.9 Procedure at meetings Subject to Section 5 any question at a meeting of members shall be decided by a show of hands or by secret ballot, as the chair may direct.
5.1 Means of giving Any notice, document or communication to be given pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given, unless otherwise required by law,
(a) if transmitted by electronic mail to the intended recipient at the last recorded electronic mail address for that recipient as recorded in the data base maintained by the officer of Kanata Theatre whose duty it is to maintain such data base; or
(b) if there has never been such an electronic mail address for the intended recipient, if mailed by prepaid post addressed to him or her at the last address shown in the records of Kanata Theatre; or
(c) if published in Kanata Theatre’s newsletter.
5.2 Computation of time In computing the date when notice of a meeting must be given the date of giving the notice shall be excluded and the date of the meeting shall be included.
5.3 Accidental omission The accidental omission to give any notice to any person or the non-receipt of any notice by that person or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting held pursuant to that notice.
5.4 Right to waive Any person may waive any notice required to be given to him or her either before or after the meeting for which it is required to be given.
6.1 Who may nominate Any member of Kanata Theatre who has attained the age of 14 may nominate a candidate for any office
6.2 Nominating Committee Not later than 30 days before the date fixed by the Board for the Spring General Meeting the Immediate Past President shall convene a committee (the ”Nominating Committee”) consisting of him or herself and not fewer than two other members of Kanata Theatre, who are not members of the Board.
6.3 Role of Nominating Committee For every election the Nominating Committee shall ensure that there is at least one eligible nominee for each office to be filled and shall conduct that election.
6.4 Initiating nominations Members of the Nominating Committee may nominate any member of Kanata Theatre other than a member of the Nominating Committee.
6.5 Eligibility for office A member of the Nominating Committee may stand for an office for which a member of Kanata Theatre not on the Nominating Committee nominates him or her.
6.6 Nomination deadline No nominations will be accepted later than 48 hours before time fixed for the start of the Spring General Meeting.
6.7 Acceptances The Nominating Committee shall determine whether each nominee accepts the nomination and shall maintain a record of such acceptances.
6.8 Publication in newsletter The Nominating Committee shall cause a list of nominations to be published in Kanata Theatre’s newsletter not later than 14 days before the date fixed for the Spring General Meeting.
6.9 Newsletter defined In this by-law “Kanata Theatre’s newsletter” means any publication periodically published by Kanata Theatre for the information of its members under the name, “Greasepaint” or such other name as the board may decide upon.
7.1 Amendment of by-law The Board may from time to time amend this by-law.
7.2 Confirmation by members An amendment passed under subsection 7.1 does not take effect until it is confirmed, with or without amendment, at a general meeting of the members.
7.3 Notice Within the time and in the manner for the giving of notice of a general meeting at which an amendment 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.
8.1. Indemnification Every director and officer of Kanata Theatre and his or her heirs and personal representatives, shall from time to time and at all times be indemnified and saved harmless out of the funds of Kanata Theatre from and against:
(a) all costs and expenses whatsoever that such director or officer sustains or incurs in or about such action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and
(b) all costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of Kanata Theatre except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
8.2. Irregularities No act or proceeding of any director or Board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director or Board.
8.3 Reliance on statements Directors may rely upon the accuracy of any statement or report prepared by Kanata Theatre’s auditors and shall not be responsible for any loss or damage resulting from acting upon such statement or report.
9.1 Financial year Unless otherwise ordered by the Board the financial year of Kanata Theatre shall end on the last day of June in each year.
10.1 Appointment At each Annual General Meeting the members shall appoint an auditor to hold office until the next Annual General Meeting to audit the accounts of Kanata Theatre.
10.2 Vacancies The Board may fill any vacancy in the office of the auditor.
11.1 Head office Until changed in accordance with the Act, the head office of Kanata Theatre shall be in the City of Ottawa, Province of Ontario.
11.2 Corporate seal Until changed in accordance with the Act the corporate seal of Kanata Theatre shall be in the form impressed hereon.
11.3 Execution of instruments Instruments in writing of every kind may be signed on behalf of Kanata Theatre by any two of the president, vice president, secretary or treasurer or by such other person or persons as the board my direct. Any person authorized to sign an instrument on behalf of Kanata Theatre may affix the corporate seal to it.
11.4 Banking arrangements The banking business of Kanata Theatre shall be transacted with such banks or financial institutions as may from time to time be designated by the Board. Such banking business shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe.
11.5 Definition In this by-law “Act” means the Ontario Corporations Act.