Shakespeare By the Sea Festival Inc.
By-Laws
Part I
Preamble
1.1 The Shakespeare by the Sea Festival Inc. was incorporated on the 22nd day of January, 1997, under the Corporations Act, RSNL 1990, c.C-36, as amended, and is identified as SHAKESPEARE BY THE SEA FESTIVAL INC. (Company Number 37838);
1.2 The Shakespeare by the Sea Festival Inc. is a non-profit organization with no authorized share capital and is to be carried out without financial gain to its members, pursuant to its Articles of Incorporation as outlined in the Corporations Act. Any profits, benefits, and/or other accretions to the Festival are to be used in furtherance to its undertaking;
1.3 The Shakespeare by the Sea Festival shall be governed by a volunteer Board of Directors.
1.4 These by-laws are intended to guide the internal management and governance of the Shakespeare by the Sea Festival Inc. in accordance with the Vision, Mission, and Values of the Organization.
Part II
Interpretation
2.01 Definitions
In these By-laws;
These By-laws are valid in so far as they are not inconsistent with the laws of the Province of Newfoundland and Labrador, and the Country of Canada.
2.03 Land Acknowledgement
In the spirit of respect and reciprocity, we acknowledge
We acknowledge the labour theft extracted from people of African descent and used to build European wealth and economies globally and in the Canadian nation state—including Newfoundland and Labrador’s shipbuilding and cod fishery industries—through the violence of trans-Atlantic enslavement.
Part III
Purpose and Objectives
3.01 Our Vision
Everyone - yes, everyone! - has the opportunity to enjoy and engage with Shakespeare through work that resonates beyond the stage.
3.02 Our Mission & Mandate
Shakespeare by the Sea Festival is an essential component of the arts ecosystem in our region that produces and promotes artistic work with a focus on Shakespeare. We unite seasoned and developing talent and set a standard of excellence for all of our endeavours. We are inspired by the unique people and landscapes of our area.
Shakespeare by the Sea Festival serves two vital purposes in our community:
Our Core Value: ALL HANDS TO THE PUMP!
Our Other Values:
Part IV
Composition of the Board
Membership
4. 01 The Directors shall consist of the applicants approved by resolution of the Board.
4.02 Directorship shall be open to all individuals who are at least nineteen (19) years of age; and do not hold the status of a bankrupt.
4.03 The Board shall consist of a minimum of five (5) and a maximum of fifteen (15) Directors.
4.04 Employees may be invited by the Board to act in an ex-officio capacity on the Board and/or the Executive Committee.
Board Appointments
4.05 The Directors shall be appointed by approval from the Board. Directors shall be elected at any time by an affirmative vote of fifty percent plus one (50% + 1) of the existing board members.
4.06 The Board may remove any Director from office at any time by an affirmative vote of fifty percent plus one (50% + 1) of the existing board
PART V
POWERS, DUTIES, AND ENTITLEMENTS
5.01 General Powers & Duties
1. Subject to these By-laws, general duties of the Board shall include complete authority over and management of the Organization, its finances, its undertakings, its operations, and the management of its affairs, in accordance with the Vision, Mission, Mandate and Values of the Organization as set out herein.
2. To achieve its purpose, the Board may:
(i) appoint such agents and engage such employees, as it deems necessary, at such remuneration as fixed by the Board;
(ii) delegate powers and duties, as it deems expedient to achieve its objectives.
(iii) Appoint officers and fill vacancies.
(iv) 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.
5.02 General Responsibilities
(a) The Board has an obligation to keep up to date with the issues and trends that affect the organization by preparing for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them.
(b) The Board is responsible for approval of the annual budget, production budgets, and budgets for all fundraising initiatives.
(c) Board members shall uphold the values of the Company in their work for
organization;
(d) Board members are expected
(i) to contribute skills and knowledge by actively participating in regular and committee meetings, and at festival events including performances and fundraisers;
(ii) to understand and monitor the organization’s financial affairs, and to assume responsibility for the financial integrity of the organization;
(iii) to avoid any conflicts of interest as outlined in section 5.05 of these bylaws;
(iv) to understand and maintain confidentiality; and
(v) to ensure the organization is complying with all legal and regulatory requirements.
vi) to act in the Company's best interest rather than their own interests or those of another entity to which they have a fiduciary duty.
5.03 Indemnification
Every Director, Officer, or former Director or Officer of the Board and the heirs, executors, administrators and successors of each of them shall be and are entitled to be indemnified and saved harmless by the Organization from and against or in respect of:
a) all costs, charges and expenses whatsoever that such person has at any time heretofore sustained or incurred or shall or may hereafter sustain or incur in or about any action, suit or proceeding, which has been or is brought, commenced or prosecuted against such person for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such person in or about the execution of the duties of such person’s own wilful neglect or default; and
b) all other costs, charges and expenses that such person has sustained or incurred heretofore or sustains or incurs in or about or in relation to the affairs of the Board, except which costs, charges or expenses as may be occasioned by such person’s own wilful neglect or default.
5.04 Insurance and Bonding
The Board shall purchase and maintain insurance for the benefit of any Director, Officer, or former Director or Officer of the Organization against any liability incurred by such person:
(a) in such person’s capacity as a Director, Officer, or former Director or Officer of the Board, except when the liability related to such person’s failure to act honestly and in good faith with a view to the best interests of the Board; or
(b) in such person’s capacity as a Director, Officer, or Former Director or Officer of another body corporate, organization or association, where such person acts or acted in that capacity at the Board’s request, except where the liability relates to such person’s failure to act honestly and in good faith with a view to the best interests of the body corporate, organization or association.
5.05 Conflict of Interest
(a) A Director shall not vote on or speak to a matter before the Board where:
i) the Director has an interest in the matter distinct from an interest arising from their functions as a Director;
ii) the Director has a financial interest directly or indirectly in the matter;
iii) a relative, spouse, or any person within one degree of relationship by marriage, adoption, or consanguinity of the Director or their spouse has an interest in the matter; and
iv) the Director is an officer, employee or agent of an incorporated or unincorporated company, or other association of persons that has an interest in the matter.
(b) A Director shall declare to the Board that they have a conflicting interest in the matter and shall absent themselves during any discussion of or voting upon such matter. The declaration of conflicting interest and the absenting of the member shall be recorded in the minutes.
(c) If a Director does not declare a conflict prior to voting on a particular motion in which they are in conflict, upon discovery, other members of the Board may take actions, which may include but are not limited to, suspension, removal from officer position, removal from the Board, or any other suitable actions as deemed appropriate by the Board.
PART VI
Officers
6.01 The Officers of the Organization shall be the Chair, Vice-Chair, Secretary, and Treasurer. These Officers will be elected annually by the Board of Directors, from the Board of Directors, immediately following the Annual General Meeting.
MEETINGS
7.01 Regular Meetings
a) The Board shall meet regularly as necessary to manage the affairs of the Organization, at the call of the Chair.
b) The number of Directors necessary to constitute a quorum shall be one (1) more than half (1/2) 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) Directors shall have the option to participate by way of telephone or electronic medium and shall be counted for the purposes of establishing a quorum and shall have their vote recorded on all business undertaken by the Board.
c) The Secretary shall ensure that a package containing an agenda and all materials necessary for consideration at the meeting is delivered to all Directors at least two days prior to the date of each meeting, whenever and wherever practical.
7.02 Annual General Meetings
a) The Annual General Meeting (AGM) of the Board shall be held within six (6) months of the end of the Fiscal Year and may substitute for that regular monthly meeting. This meeting shall be held at such a time and place as the Board may determine.
b) Notice of the AGM, and the business to be conducted shall be given by the Secretary to each Director at least ten (10) days before the meeting is scheduled to take place.
c) The business to be conducted at the AGM shall include provision of a progress report to the Directors; provision of an annual financial statement or review to the Directors; the installation of new Directors; and any other business as determined by the Board.
7.03 Notice
The Secretary (or designate) shall provide notice of the day, time and place of the meeting to each Director by telephone, by email, at a proceeding meeting, or any other suitable method. Responsibility for notifying the Board of a change in the contact information for the Director shall lie with the Director.
7.04 Quorum
A quorum shall be fifty percent (50%) of current membership of the Board of Directors, plus one.
7.05 Minutes
The Secretary (or designate) shall record minutes of all meetings of the Board. The minutes shall be confirmed by the Board at the next meeting following.
7.06 Rules of Order
The Chair, or in their absence the Vice-Chair, shall preside at all Board meetings and the Chair’s decision on all points of order shall be final.
Any question of procedure for any meeting of the Board which is not provided for in the By-laws shall be determined by the Chair, who shall be guided by the Fist To Five voting model and/or Robert’s Rules, as determined by the Chair.
7.07 Confidentiality
Subject to other provisions of these By-Laws, all matters dealt with by the Board are confidential unless by resolution of the Board the disclosure of a matter is determined to be in the public interest and in the interest of the Board and the Organization.
7.08 Voting
a) Subject to Article 5.05 regarding conflict of interest, every Director, including the Chair, is entitled to vote at all Board meetings. The vote of any Director who is disqualified by virtue of conflict shall not, in respect of that question, be counted.
b) Voting Method: shall be guided by the Fist To Five voting model and/or Robert’s Rules, as determined by the Chair.
c) The provisions of this article shall apply to all meetings of the Committees of the Board.
7.09 Invitations to Attend Meetings
The Board may invite members of the Board’s legal counsel and the Board’s Auditor to attend a Board meeting. No other person may attend a Board meeting except by invitation of the Chair.
PART VIII
COMMITTEES
PART IX
ACCOUNTING AND FINANCE
9.01 Fiscal Year
The Fiscal year of the Foundation shall be from January 1st to December 31st.
9.02 Bank Accounts
The Board shall designate a Bank(s) in which the funds of the corporation are to be held on deposit, and shall open its accounts in the name of the corporation in such Bank(s), and deposit to the credit of those accounts monies received by the corporation.
9.03 Signing Authority
Financial instruments such as cheques of the Company must be signed by two authorized representatives of the Organization.
9.04 Auditor
At the Annual Meeting in each year the Board may appoint an Auditor to conduct a review engagement for the Festival accounts for the ensuing year, at a rate of remuneration to be fixed by the Board. In addition to making a report to the Annual Meeting of the Board, the Auditor may be requested from time to time to report the Board or the Executive Committee on their work, making such recommendations as they consider necessary.
9.05 Disposition of Funds
The SBTS Festival Inc.’s net funds shall be used only for the purposes of supporting the Festival.
9.06 Expenses
While Directors shall serve without remuneration, a Director may be paid reasonable expenses incurred in the performance of their duties from the funds of the Festival.
Expenses of the Festival or the Board incurred in carrying out the aim and objectives shall be paid from the Organization’s funds upon approval by the Board.
9.07 Accounts
a) The Board shall keep true accounts of all money received and expended and the matters in respect of which transactions take place and of the assets, credits and liabilities of the Organization.
d) The Board shall forward the reviewed account, certificate and financial report to all persons or agencies to which it is required to be forwarded by law after review by the Board.
PART X
RULES
10.01 Enactment of Rules
The Board may prescribe such rules and regulations not inconsistent with these By-laws or relating to the management and operation of the Organization as deemed appropriate.
10.02 Inconsistent Activities
The Organization was created for the purpose of promoting and achieving the charitable objective of the organization. In the event that the Board should determine that the SBtS Festival Inc. activities are contrary to or inconsistent with the charitable objectives, then the Organization will take whatever action is necessary, including dissolution or other actions to wind up the organization.
10.03 Dissolution
Upon dissolution of the Organization after payment of its debts and liabilities, the remaining property of the Organization shall be distributed or disposed of to its successor, an organization in the province, the undertaking of which is charitable or beneficial to the community.
10.04 Amendment of By-laws
a) Subject to the law, the By-laws may be altered, amended, or repealed and new By-laws may be enacted by the Board at a meeting for the purpose of considering any such alteration, amendment, repeal or enactment of By-laws, provided that all members are given at least two weeks written notice, setting out the content of such alteration, amendment, repeal or enactment shall require an affirmative vote of at least two thirds (2/3) of the voting members present at such a meeting.
b) The prospective change(s) in the By-laws shall be presented in writing to all board members at least two weeks prior to the meeting.
c) Any alteration, amendment, repeal, or enactment of a By-law shall come into force only on approval and adoption by the Board.
10.05 Approval and Adoption
These By-laws are hereby approved and adopted by the Board of Directors of the Shakespeare By the Sea Festival Inc. at a meeting duly constituted and convened on the 16th day of March, 2025.
By-Laws
Part I
Preamble
1.1 The Shakespeare by the Sea Festival Inc. was incorporated on the 22nd day of January, 1997, under the Corporations Act, RSNL 1990, c.C-36, as amended, and is identified as SHAKESPEARE BY THE SEA FESTIVAL INC. (Company Number 37838);
1.2 The Shakespeare by the Sea Festival Inc. is a non-profit organization with no authorized share capital and is to be carried out without financial gain to its members, pursuant to its Articles of Incorporation as outlined in the Corporations Act. Any profits, benefits, and/or other accretions to the Festival are to be used in furtherance to its undertaking;
1.3 The Shakespeare by the Sea Festival shall be governed by a volunteer Board of Directors.
1.4 These by-laws are intended to guide the internal management and governance of the Shakespeare by the Sea Festival Inc. in accordance with the Vision, Mission, and Values of the Organization.
Part II
Interpretation
2.01 Definitions
In these By-laws;
- “Organization” means the Shakespeare by the Sea Festival Inc.
- “Bank” means a financial institution authorized by law to accept deposits in the Province of Newfoundland and Labrador;
- “Board” means Shakespeare By the Sea Festival Inc. Board of Directors as constituted pursuant to these By-laws;
- “Board Committee” means a committee of the Board created or struck by the Board pursuant to these By-laws;
- “By-laws” refers to these By-laws and such amendments thereto as may be made hereafter;
- “Chair” means the Chair of the Board or, where the context requires, the Chair of a Board Committee;
- “Director” means a member of the Board;
- “Ex-Officio” means attendance by virtue of one’s position, in a non-voting capacity;
- “Fiscal Year” means January 1st to December 31st;
- “Province” means the Province of Newfoundland and Labrador.
These By-laws are valid in so far as they are not inconsistent with the laws of the Province of Newfoundland and Labrador, and the Country of Canada.
2.03 Land Acknowledgement
In the spirit of respect and reciprocity, we acknowledge
- that our work is located in and around the City of St. John’s which is the ancestral and unceded territory of the Beothuk, and
- that the lands and waters in and around the City have traditionally served as a gathering place for the Mi’kmaq; and
- that broader region of Newfoundland and Labrador continues to be home to diverse Indigenous Peoples, including First Nations, Inuit, and Métis; and
- that this place is impacted by the ongoing process of colonialism; and
- that we must strive to understand and reframe our responsibilities to land and community as we journey towards reconciliation.
We acknowledge the labour theft extracted from people of African descent and used to build European wealth and economies globally and in the Canadian nation state—including Newfoundland and Labrador’s shipbuilding and cod fishery industries—through the violence of trans-Atlantic enslavement.
Part III
Purpose and Objectives
3.01 Our Vision
Everyone - yes, everyone! - has the opportunity to enjoy and engage with Shakespeare through work that resonates beyond the stage.
3.02 Our Mission & Mandate
Shakespeare by the Sea Festival is an essential component of the arts ecosystem in our region that produces and promotes artistic work with a focus on Shakespeare. We unite seasoned and developing talent and set a standard of excellence for all of our endeavours. We are inspired by the unique people and landscapes of our area.
Shakespeare by the Sea Festival serves two vital purposes in our community:
- We develop audiences by producing highly valued theatre annually; and,
- We develop artists at all stages of their journeys.
Our Core Value: ALL HANDS TO THE PUMP!
Our Other Values:
- Accountability
- Artistic Inspiration
- Camaraderie
- Commitment
- Inclusion
- Mentorship and Development
- Pride of Place
Part IV
Composition of the Board
Membership
4. 01 The Directors shall consist of the applicants approved by resolution of the Board.
4.02 Directorship shall be open to all individuals who are at least nineteen (19) years of age; and do not hold the status of a bankrupt.
4.03 The Board shall consist of a minimum of five (5) and a maximum of fifteen (15) Directors.
4.04 Employees may be invited by the Board to act in an ex-officio capacity on the Board and/or the Executive Committee.
Board Appointments
4.05 The Directors shall be appointed by approval from the Board. Directors shall be elected at any time by an affirmative vote of fifty percent plus one (50% + 1) of the existing board members.
4.06 The Board may remove any Director from office at any time by an affirmative vote of fifty percent plus one (50% + 1) of the existing board
PART V
POWERS, DUTIES, AND ENTITLEMENTS
5.01 General Powers & Duties
1. Subject to these By-laws, general duties of the Board shall include complete authority over and management of the Organization, its finances, its undertakings, its operations, and the management of its affairs, in accordance with the Vision, Mission, Mandate and Values of the Organization as set out herein.
2. To achieve its purpose, the Board may:
(i) appoint such agents and engage such employees, as it deems necessary, at such remuneration as fixed by the Board;
(ii) delegate powers and duties, as it deems expedient to achieve its objectives.
(iii) Appoint officers and fill vacancies.
(iv) 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.
5.02 General Responsibilities
(a) The Board has an obligation to keep up to date with the issues and trends that affect the organization by preparing for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them.
(b) The Board is responsible for approval of the annual budget, production budgets, and budgets for all fundraising initiatives.
(c) Board members shall uphold the values of the Company in their work for
organization;
(d) Board members are expected
(i) to contribute skills and knowledge by actively participating in regular and committee meetings, and at festival events including performances and fundraisers;
(ii) to understand and monitor the organization’s financial affairs, and to assume responsibility for the financial integrity of the organization;
(iii) to avoid any conflicts of interest as outlined in section 5.05 of these bylaws;
(iv) to understand and maintain confidentiality; and
(v) to ensure the organization is complying with all legal and regulatory requirements.
vi) to act in the Company's best interest rather than their own interests or those of another entity to which they have a fiduciary duty.
5.03 Indemnification
Every Director, Officer, or former Director or Officer of the Board and the heirs, executors, administrators and successors of each of them shall be and are entitled to be indemnified and saved harmless by the Organization from and against or in respect of:
a) all costs, charges and expenses whatsoever that such person has at any time heretofore sustained or incurred or shall or may hereafter sustain or incur in or about any action, suit or proceeding, which has been or is brought, commenced or prosecuted against such person for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such person in or about the execution of the duties of such person’s own wilful neglect or default; and
b) all other costs, charges and expenses that such person has sustained or incurred heretofore or sustains or incurs in or about or in relation to the affairs of the Board, except which costs, charges or expenses as may be occasioned by such person’s own wilful neglect or default.
5.04 Insurance and Bonding
The Board shall purchase and maintain insurance for the benefit of any Director, Officer, or former Director or Officer of the Organization against any liability incurred by such person:
(a) in such person’s capacity as a Director, Officer, or former Director or Officer of the Board, except when the liability related to such person’s failure to act honestly and in good faith with a view to the best interests of the Board; or
(b) in such person’s capacity as a Director, Officer, or Former Director or Officer of another body corporate, organization or association, where such person acts or acted in that capacity at the Board’s request, except where the liability relates to such person’s failure to act honestly and in good faith with a view to the best interests of the body corporate, organization or association.
5.05 Conflict of Interest
(a) A Director shall not vote on or speak to a matter before the Board where:
i) the Director has an interest in the matter distinct from an interest arising from their functions as a Director;
ii) the Director has a financial interest directly or indirectly in the matter;
iii) a relative, spouse, or any person within one degree of relationship by marriage, adoption, or consanguinity of the Director or their spouse has an interest in the matter; and
iv) the Director is an officer, employee or agent of an incorporated or unincorporated company, or other association of persons that has an interest in the matter.
(b) A Director shall declare to the Board that they have a conflicting interest in the matter and shall absent themselves during any discussion of or voting upon such matter. The declaration of conflicting interest and the absenting of the member shall be recorded in the minutes.
(c) If a Director does not declare a conflict prior to voting on a particular motion in which they are in conflict, upon discovery, other members of the Board may take actions, which may include but are not limited to, suspension, removal from officer position, removal from the Board, or any other suitable actions as deemed appropriate by the Board.
PART VI
Officers
6.01 The Officers of the Organization shall be the Chair, Vice-Chair, Secretary, and Treasurer. These Officers will be elected annually by the Board of Directors, from the Board of Directors, immediately following the Annual General Meeting.
- These Officers will operate as the Organization’s Executive Committee for a term of one-year.
- At each AGM, Officers may stand for renewal for another term, or step down.
- One Director may hold two Officer positions when necessary, at the discretion of the Board.
- Shall transact any urgent business that might arise between regular Board meetings.
- The results of any Executive Committee action, including the votes of Officers, will be recorded in the minutes of the next meeting of the entire Board.
- The Chair:
- Provides leadership to the Board;
- Develops agendas for meetings;
- Chairs meetings of the Board;
- Is responsible for the functioning of the Board;
- Evaluates the effectiveness of the Board members;
- In partnership with staff, represents the Organization in the development, cultivation and monitoring of external relationships;
- Appoints the chairpersons of committees, in consultation with other Board members;
- Ensures that Board matters are handled properly, including committee functioning, recruitment of new Board members, orientations, and meeting preparation;
- Monitors financial planning and financial reports;
- Represents the Organization in the community as required;
- Makes an Annual Report at the AGM;
- Is one of four signatories for the Organization.
- The Vice-Chair:
- Acts as the Chair in their absence;
- Reports to and works closely with the Chair to assist with their duties;
- Works closely with the Chair in order to facilitate succession planning within the Executive Committee;
- Monitors financial planning and financial reports;
- Chairs the HR Committee and is the HR emergency contact for the organization’s employees and volunteers.
- Is one of four signatories for the Organization.
- The Secretary
- Maintains records of the Board and ensures effective management of the Organization’s records;
- Records and manages the minutes of Board meetings;
- Ensures minutes are distributed to members in a timely manner after each meeting;
- Is sufficiently familiar with legal documents (articles, by-laws, etc.) to note applicability during meetings;
- be custodian of all official documentation of the Board including the records of Board minutes, agendas, contracts, and other supporting documents;
- ensures that all official documentation is safely stored and that access to said documentation is shared by all Officers;
- ensures that notice is given of all Board meetings;
- record names, addresses, and term completion dates of all Directors;
- updates Companies and Deeds Online as required;
- Monitors financial planning and financial reports;
- Is one of four signatories for the Organization.
- The Treasurer
The Treasurer shall be responsible for all monies of the Corporation. The Treasurer shall:- Cause the funds of the Corporation to be deposited in one or more financial institutions selected by the Board, to be dispersed in accordance with the instructions of, and upon signatures of persons designated by the Board;
- Cause to be kept a full account of all monies received and paid out;
- Make such reports thereof to the Board as they may require;
- Cause to be prepared and shall present at each AGM a comprehensive annual financial statement;
- Recommends to the Board whether the Organization should have an audit;
- Assists in the selection of an auditor, if needed, and meets with them annually;
- Ensures development and board review of financial procedures and systems;
- Is one of four signatories for the Corporation.
MEETINGS
7.01 Regular Meetings
a) The Board shall meet regularly as necessary to manage the affairs of the Organization, at the call of the Chair.
b) The number of Directors necessary to constitute a quorum shall be one (1) more than half (1/2) 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) Directors shall have the option to participate by way of telephone or electronic medium and shall be counted for the purposes of establishing a quorum and shall have their vote recorded on all business undertaken by the Board.
c) The Secretary shall ensure that a package containing an agenda and all materials necessary for consideration at the meeting is delivered to all Directors at least two days prior to the date of each meeting, whenever and wherever practical.
7.02 Annual General Meetings
a) The Annual General Meeting (AGM) of the Board shall be held within six (6) months of the end of the Fiscal Year and may substitute for that regular monthly meeting. This meeting shall be held at such a time and place as the Board may determine.
b) Notice of the AGM, and the business to be conducted shall be given by the Secretary to each Director at least ten (10) days before the meeting is scheduled to take place.
c) The business to be conducted at the AGM shall include provision of a progress report to the Directors; provision of an annual financial statement or review to the Directors; the installation of new Directors; and any other business as determined by the Board.
7.03 Notice
The Secretary (or designate) shall provide notice of the day, time and place of the meeting to each Director by telephone, by email, at a proceeding meeting, or any other suitable method. Responsibility for notifying the Board of a change in the contact information for the Director shall lie with the Director.
7.04 Quorum
A quorum shall be fifty percent (50%) of current membership of the Board of Directors, plus one.
7.05 Minutes
The Secretary (or designate) shall record minutes of all meetings of the Board. The minutes shall be confirmed by the Board at the next meeting following.
7.06 Rules of Order
The Chair, or in their absence the Vice-Chair, shall preside at all Board meetings and the Chair’s decision on all points of order shall be final.
Any question of procedure for any meeting of the Board which is not provided for in the By-laws shall be determined by the Chair, who shall be guided by the Fist To Five voting model and/or Robert’s Rules, as determined by the Chair.
7.07 Confidentiality
Subject to other provisions of these By-Laws, all matters dealt with by the Board are confidential unless by resolution of the Board the disclosure of a matter is determined to be in the public interest and in the interest of the Board and the Organization.
7.08 Voting
a) Subject to Article 5.05 regarding conflict of interest, every Director, including the Chair, is entitled to vote at all Board meetings. The vote of any Director who is disqualified by virtue of conflict shall not, in respect of that question, be counted.
b) Voting Method: shall be guided by the Fist To Five voting model and/or Robert’s Rules, as determined by the Chair.
c) The provisions of this article shall apply to all meetings of the Committees of the Board.
7.09 Invitations to Attend Meetings
The Board may invite members of the Board’s legal counsel and the Board’s Auditor to attend a Board meeting. No other person may attend a Board meeting except by invitation of the Chair.
PART VIII
COMMITTEES
- 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 may sit as an ex-officio member of any of the committees.
- Any vacancy on a committee shall be filled at the committee chair’s discretion.
- Each committee will be guided by a Terms of Reference document that should be renewed annually.
- Standing committees shall consist of the following:
A. Finance
- The Executive Committee will operate as the de facto Finance Committee.
- The Finance Committee shall supervise all fiduciary affairs of the Corporation.
- The Finance Committee, as represented by the Treasurer, shall present a financial overview of the previous fiscal year at the annual general meeting.
B. Human Resources - The Vice-Chair will operate as the Chair of the Human Resources Committee.
- Duties of the Committee Chairperson
- Plans and oversees the logistics of committee operations;
- Reports to the Board Chair;
- Presents committee decisions/recommendations to the Board;
- Assigns work to committee members;
- Ensures committee members have the information needed to do their jobs;
- Sets the agenda for and runs committee meetings;
- Ensures distribution of committee meeting minutes and action items;
- Works with applicable staff in achieving the objectives of the committee;
- Evaluates committee effectiveness in reaching goals and objectives.
PART IX
ACCOUNTING AND FINANCE
9.01 Fiscal Year
The Fiscal year of the Foundation shall be from January 1st to December 31st.
9.02 Bank Accounts
The Board shall designate a Bank(s) in which the funds of the corporation are to be held on deposit, and shall open its accounts in the name of the corporation in such Bank(s), and deposit to the credit of those accounts monies received by the corporation.
9.03 Signing Authority
Financial instruments such as cheques of the Company must be signed by two authorized representatives of the Organization.
9.04 Auditor
At the Annual Meeting in each year the Board may appoint an Auditor to conduct a review engagement for the Festival accounts for the ensuing year, at a rate of remuneration to be fixed by the Board. In addition to making a report to the Annual Meeting of the Board, the Auditor may be requested from time to time to report the Board or the Executive Committee on their work, making such recommendations as they consider necessary.
9.05 Disposition of Funds
The SBTS Festival Inc.’s net funds shall be used only for the purposes of supporting the Festival.
9.06 Expenses
While Directors shall serve without remuneration, a Director may be paid reasonable expenses incurred in the performance of their duties from the funds of the Festival.
Expenses of the Festival or the Board incurred in carrying out the aim and objectives shall be paid from the Organization’s funds upon approval by the Board.
9.07 Accounts
a) The Board shall keep true accounts of all money received and expended and the matters in respect of which transactions take place and of the assets, credits and liabilities of the Organization.
d) The Board shall forward the reviewed account, certificate and financial report to all persons or agencies to which it is required to be forwarded by law after review by the Board.
PART X
RULES
10.01 Enactment of Rules
The Board may prescribe such rules and regulations not inconsistent with these By-laws or relating to the management and operation of the Organization as deemed appropriate.
10.02 Inconsistent Activities
The Organization was created for the purpose of promoting and achieving the charitable objective of the organization. In the event that the Board should determine that the SBtS Festival Inc. activities are contrary to or inconsistent with the charitable objectives, then the Organization will take whatever action is necessary, including dissolution or other actions to wind up the organization.
10.03 Dissolution
Upon dissolution of the Organization after payment of its debts and liabilities, the remaining property of the Organization shall be distributed or disposed of to its successor, an organization in the province, the undertaking of which is charitable or beneficial to the community.
10.04 Amendment of By-laws
a) Subject to the law, the By-laws may be altered, amended, or repealed and new By-laws may be enacted by the Board at a meeting for the purpose of considering any such alteration, amendment, repeal or enactment of By-laws, provided that all members are given at least two weeks written notice, setting out the content of such alteration, amendment, repeal or enactment shall require an affirmative vote of at least two thirds (2/3) of the voting members present at such a meeting.
b) The prospective change(s) in the By-laws shall be presented in writing to all board members at least two weeks prior to the meeting.
c) Any alteration, amendment, repeal, or enactment of a By-law shall come into force only on approval and adoption by the Board.
10.05 Approval and Adoption
These By-laws are hereby approved and adopted by the Board of Directors of the Shakespeare By the Sea Festival Inc. at a meeting duly constituted and convened on the 16th day of March, 2025.