Gilbert and Sullivan Society

of Fredericton, Incorporated
By-Law No.1
A By-Law relating generally to the
transaction of the business and affairs
of Gilbert and Sullivan Society of
Fredericton, Incorporated
BE IT ENACTED as By-Law No.1 of GILBERT AND SULLIVAN
I
I
l,_
s'ociETY OF FREDERICTON, INCORPORATED (hereinafter referred to as the "Society)_
as follows:
NAME
1. The name of the Society is "Gilbert and Sullivan Society of Fredericton Incorporated."
PURPOSES
2. THE PURPOSES OF THE SOCIETY ARE:
1) To foster, promote and increase the interest of the public in the works of
Gilbert and Sullivan.
2) To foster, promote and increase the interest ofFhe in the dramatic are
and in the correlated arts, as well as the presentation of dramatic works, in
particular the works of Gilbert and Sullivan, as by other means, such as the giving
of lectures, the institution of competitions, the offering and granting of prizes for
excellence or proficiency in any branch of the dramatic arts, the establishment of
classes for instruction and study, the offering of special terms of admission to the
Society's performances or other privileges to educational establishments, and by
any other lawful means calculated to promote any of the objects ____ _ _
Society is established.
HEAD OFFICE
3. The head office of the Society within the Province of New Brunswick will situate
at the city ofFredericton, the county ofYork and Province ofNew Brunswick.
SEAL
\

4. The seal, an impression of which is stamped in the margin thereof, shall be the
corporate seal of the Society.
NON-PROFIT AND DISSOLUTION
5. The Society shall hold all property, both real and personal, and the profits and
income arising therefrom, acquired by it by purchase, gift, bequest, or otherwise,
in trust for the objects and purposes for which the Society is incorporated and no
part of such property or income shall be payable to, or otherwise available for, or
accrue to, the personal benefit of any member, and in the event of dissolution or
winding up of the Society, all its remaining assets, after payment of liabilities,
shall be transferred and distributed to one or more recognized charitable
organizations having objects cognate or similar to those of the Society.
MEMBERSHIP
6. There shall be four classes of members in the Society, namely: honorary members,
life members, ordinary members and social members. (Amended #3)
7. Honorary members, to be known as patrons, shall consist of those individuals,
corporations or unincorporated associations who make donations to the Society,
as recognized by receipts described in paragraph 110(1) (a) ofthe INCOME TAX
ACT. Honorary members shall not be entitled to notice of or to attend and vote at
general meetings of the members of the Society.
8. Life members shall consist of those individuals as shall be admitted as life
members by the directors, on the nomination of the members at the annual general
meeting, in recognition of their respective outstanding service to the Society. Life
members shall be members from the date of their respective admission for their
respective lives. Life members shall be entitled to notice of and to attend and vote
at general meetings of the members of the Society.
9. Ordinary members shall consist of the applicants for incorporation and such other
individuals, being of the full age of eighteen years or over, as shall be admitted as
ordinary members by the directors or by authorization of such person or persons,
designated by the directors to admit members, upon payment of the annual
membership dues. Ordinary members shall be members from the date of their
respective admission until the end of the fiscal year in which they were admitted,
Ordinary memberships shall be renewed automatically I expiry provided the
annual membership dues as specified from time to time are paid. Ordinary
members shall be entitled to notice of and to attend and vote at the general
meetings of the members of the Society. (Amended #3).
10. The directors may waive the initial payment of annual membership dies in the
case of ordinary members who, as of the dates of their respective applications, are
paid-up members in good standing of the Gilbert and Sullivan Society of
Fredericton. (Amended #3)
1 OA. Social members shall consist of such individuals, being of the full age of eighteen
years, as shall be admitted as social members by the directors or by authorization
of such person or person, designated by the directors to admit members, upon
payment of the annual membership dues. Social members shall be members from
the date of their respective admission until the end of the fiscal year in which they
were admitted. Social memberships shall be renewed automatically on expiry
provided the annual membership dues as specified from time to time are paid.
Social members shall not be entitled to notice of or to attend and vote at meetings
of the members of the Society, (Amended #3).
11. Membership in the Society is not transferrable.
12. Membership in the Society ceases upon:
I) death;
ii) in the case of annual members and
social members failure to pay the annual
membership dues as prescribed in paragraph 14; or
iii) delivery of a written resignation to
the secretary of the Society. (Amended #3).
DUES
13. The annual membership dues for ordinary members and for social members shall
be determined by the members at the annual general meeting. (Amended #3)
14. If any ordinary member or social member fails to pay his annual membership dues
within 30 days of the beginning of the fiscal year, he thereupon automatically
ceases to be a member of the Society, but such member may be readmitted to
membership by the directors upon payment of the annual membership dues.
(Amended #3)
DIRECTORS
15. The affairs of the Society shall be managed by the Board ofDirectors being seven
in number, consisting of the President, Vice-president, Secretary, Treasurer, and
three councillors, who may exercise all such powers and do all such acts and
things as may be exercised or done by the Society and which are not by the by-
laws or any special resolution of the Society or by statute expressly directed or
required to be done by the Society at a general meeting of the members. Without
limiting the generality of the foregoing, the directors may authorize and make
expenditures for the purposes of furthering the objects and purposes ofthe
Society.
16. To be eligible for election as a director, a person must be a life member or
ordinary member of the Society and have attained the age of majority. (Amended
#3)
17. The director shall hold office for a term of one year unless removed in the
meantime.
18. The directors shall be elected by the members at the Annual General Meeting on a
show of hands unless a poll is demanded an, if a poll is demanded, such election
shall be by secret ballot.
19. The members, when electing the directors, shall designate one to be President, one
to be Vice-president, one to be secretary, one to be treasurer and three to be
councillors.
20. Subject to paragraph 21, retiring directors shall be eligible for re-election if
otherwise qualified and retiring directors shall continue in office until their
successors shall have been duly elected or appointed unless removed in the
meantime.
21. No director shall be designated as President for more than three consecutive
terms. No director shall be designated as Vice-president for more than three
consecutive terms. No director shall be designated as secretary for more than three
consecutive terms. No director shall be designated as treasurer for more than three
consecutive terms. No director shall be designated as councillor for more than two
consecutive terms.
22. The members of the Society may, by resolution passed by at least two-thirds ofthe
votes cast at a special general meeting ofthe members of which notice specifying
the intention to pass such resolution has been given, remove any director before
the expiration of his term of office, and may, by a majority of votes cast at that
meeting, elect any qualified person in his stead for the remainder of his term.
23. From time to time in the event of any vacancy, however caused, occurring in the
directors (except through an increase in the number of directors) such vacancy
may, as long as there is a quorum of directors then in office, be filled by the
directors from among the qualified members of the Society if they shall see fit to
do so; otherwise such vacancy shall be filled at the next annual general meeting of
members; and any director appointed to fill any such vacancy shall hold office for
the unexpired term of the director who ceased to be a director and who caused
such vacancy.
24. The Board, shall declare the office of a director vacated and the person holding
such office shall cease to be a director:
I) if he ceases to be a life member or ordinary member of the
Society;
ii) if he, without reasonable excuse, absents himself from three
or more Board meetings; or
iii) if he, by notice in writing to the secretary ofthe Society,
resigns his office. (Amended #4)
25. The directors of the Society shall serve without remuneration and no director shall
directly or indirectly receive any profits from his position as such; provided that a
director may be paid reasonable expenses incurred by him in the performance of
his duties.
MEETINGS OF DIRECTORS
26. Meetings of the directors may be held at any place within the Province of New
Brunswick. A meeting of the directors may be convened by the President or any
two directors at any time and the Secretary by direction of the President or of any
Two Directors shall convene a meeting of the directors by notice given in the
manner hereinafter referred to. The directors may, from time to time by resolution,
determine to hold regular meetings of the directors and shall, by such resolution,
fix the dates or times of such regular meetings; so long as any such resolution is in
effect the secretary shall convene such regular meetings by notice given in the
manner hereinafter referred to.
27. Notice of any meeting of the directors shall be sent to each director at his lats
known post office address four days (exclusive of the day on which the notice is
sent but inclusive of the day for which notice is given) before the meeting is to
take place; provided always that meetings of the directors my be held at any time
without formal notice if all directors are present or those absent have waived
notice or have signified their consent in writing to the meeting being held in their
absence. Notice thereof may be waived by any director.
28. For the first meeting of the directors to be held immediately following the election
do the directors at the annual general meeting of the members, no notice of such
meeting shall be necessary in order for the meeting to be duly constituted,
providing that a quorum of the directors is present.
29. The presence of four directors shall constitute a quorum for the transaction of any
business.
30. Questions arising at any meeting of the directors shall be decided by a majority of
votes cast by those present. In case of any equality of votes, the chairman of the
meeting in addition to his original vote shall have a second or casting vote
OFFICERS31. There shall be a President, a Vice-president, a Secretary, a
Treasurer and such other officers as the directors may from time to time
determine. Terms of employment of any of the officers shall be settled from time
to time by the directors but, in the absence of an express direction to the contrary
of a general meeting of members, the employment of all officers shall be without
fee.
32. Subject to paragraph 19, the directors shall elect and appoint the officers.
33. If the office of the President shall be or become vacant, the Vice-president shall
become President. If the office of the Vice-president, Secretary or Treasurer, shall
be or become vacant, the Board may elect a director to fill such vacancy.
PRESIDENT
34. The President shall be the Chief Executive Officer ofthe Society; he shall, if
present, preside at all meetings of the directors; he shall have the general and
active management ofthe business affairs of the Society; he shall see that all
orders and resolutions ofthe directors are carried into effect; he shall have the
general superintendence and direction of all officers of the Society and shall see
that their duties are properly performed.
VICE-PRESIDENT
35. The Vice-president shall be vested with all the powers and shall perform all the
duties of the president in the absence or inability or refusal to act of the President.
He shall also perform such other duties as may from time to time be determined
by the board.
SECRETARY
36. The Secretary shall attend all meetings of the directors and ofthe members and
shall record all acts and minutes of all proceedings in the books kept for that
purpose. He shall give all notices required to be given to members and to
directors. He shall be the custodian of the Seal of the Society and of all books,
papers, records, correspondence, contracts and other documents belonging to the
Society which he shall deliver up only when authorized by a resolution of the
directors to do so and to such persons as may be named in the resolution, and he
shall perform such other duties as may from time to time be determined by the
directors.
TREASURER
3 7. The treasurer shall keep full and accurate accounts of all receipts all
disbursements of the Society in proper books of account and shall deposit all
money or other valuables in the name and to the credit of the Society in such
banks as may from time to time be designated by the directors. He shall disburse
the funds of the Society under the direction of the directors, taking proper
vouchers therefor, and shall render to the directors at the regular meetings thereof
of whenever required of him an account of all his transactions as treasurer, and of
the financial position of the Society. He shall also perform such other duties as
may from time to time be determined by the directors.
MANAGER
38. The directors may from time to time appoint a manager, who may, but need not,
be one of the directors of the Society and may delegate to him full authority to
manage and direct the affairs and business of the Society excepting such matters
and duties as by law must be transacted or performed by the directors or by the
members in a general meeting. In the absence of any directions to the contrary, the
manger shall have general supervision of the Society's property and premises.
COMMITTEES
39. The directors may from time to time establish committees, appoint the members
and prescribe the duties thereof.
MEETINGS OF MEMBERS
40. The Annual General Meeting ofthe members shall be held at anyplace within the
City of Fredericton on such day during the month of September in each year at
such time as the directors may by resolution determine. At annual general
meetings, there shall be presented a report of the directors of the affairs of the
Society for the previous year, a financial statement of the Society, and other
information or reports relating to the Society's affairs as the directors may
determine.
41. Other meetings of the members, to be known as "Special General Meetings" may
be convened by order of the President or by the directors to be held at any date
and time and at any place within the City of Fredericton.
NOTICE OF MEETING OF MEMBERS
42. Notice of the time and place of a general meeting of the members and the general
nature of the business to be transacted shall be sent to each member at his last
known post office address at least seven days (exclusive of the day on which the
notice is sent but inclusive of the day for which notice is given) before the
meeting is to take place or in lieu of such notice to each member individually, a
notice of the time and place of a general meeting of the members published once
at least seven days before the date ofthe meeting in a newspaper having general
circulation in the City of Fredericton shall constitute sufficient notice to all
members, where ever they may reside, of such meeting. Provided always that
general meetings of the members, either annual or special, may be held at any
time and place without such notice if all the members of the Society are present
and such business may be transacted thereat as may be transacted at any annual or
special general meeting of members. Members may also by writing waive notice
of a general meeting of the members.
43. The decision of the directors as to whether or not a newspaper has general
circulation in the City of Fredericton area shall be final and conclusive.
44. The general meeting of members shall be chaired by such life or ordinary member
of the Society as designated by the president. If no member of the Society is so
designated, the meeting shall elect a chairman. (Amended #3)
45. Every life member and ordinary member is entitled to one vote. (Amended #3)
46. At all meetings ofthe Society, every question shall be decided by a majority of the
votes of the members present in person unless otherwise required by the by-laws.
Every question shall be decided in the first instance by a show of hands unless a
poll is demanded by any life or ordinary member. Unless a poll is demanded, a
declaration by the chairman that a resolution has been carried, or carried
unanimously or by a particular majority oflost or not carried by a particular
majority and an entry to that effect in the minutes shall be conclusive evidence of
the fact without proof of the number or proportion ofthe votes recorded in favour
of or against such resolution. In case of an equality of votes at any general
meeting, whether upon a show of hands or at a poll, the chairman is entitle to a
casting vote. (Amended #3)
4 7. If, at any meeting a poll is demanded on the question of adjournment, it shall be
taken forthwith without adjournment. If a poll is demanded on any other question,
it shall be taken in such manner and either at once or later at the meeting or after
adjournment as the chairman directs. The result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded. A demand for a
poll may be withdrawn.
48. The chairman may with the consent of any meeting adjourn the same from time to
time and no notice of such adjournment need be given to the members. Any
business 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.
49. The presence of twenty-five per centum of the total number of life members and
ordinary members shall be necessary to constitute a quorum. No business shall be
transacted at any general meeting of the members unless the requisite quorum
shall be present at the commencement of such business. (Amended #3)
BANKING
50. Cheques, drafts or orders for the payment of money, notes and acceptances and
bills of exchange, may be drawn, accepted endorsed and signed by such officers of
the Society and in such manner as the directors may from time to time prescribe.
DOCUMENTS
51. Contracts, documents or any instruments in writing requiring the signature of the
Society may be signed by the President or the Vice-president and the secretary or
the Treasurer, and all contracts, documents , and instruments in writing so signed
shall be binding on the Society without any further authorization of formality. The
directors may from tine ti time by resolution appoint any other officer or officers
a/or director or directors on behalf of the Society to sign specific contracts,
documents or instruments in writing generally. When required, the seal of the
company shall be affixed to such contracts, documents and instruments in writing.
FISCAL YEAR
52. The fiscal year of the Society shall terminate on the 31st day of August in each
year.
- 53.
AUDITORS
The members at the annual general meeting may but shall not be required to
appoint an auditor. The foregoing shall not preclude the directors, where they
consider it advisable, from appointing or retaining a chartered accountant or other
professional persons to examine the financial affairs of the Society.
BY-LAWS
54. The directors may enact by-laws relating to the affairs of the Society generally and
the management, operation and use of its property and premises as they deem
expedient, provided that such by-laws shall have force and effect only until the
next annual general meeting of the members of the Society, unless earlier
confirmed at a special general meeting of members, when they shall be confirmed,
and in default of such confirmation, such by-laws shall cease to have force and
effect.
INSPECTION OF RECORDS
55. Any life member or ordinary member may inspect the Society's minute book, by-
laws and other official records at any reasonable time upon request. (Amended #3)
PROTECTION OF DIRECTORS
56. Each and every director of the Society shall assume office on the express
understanding, agreement and condition that every director of the Society and his
heirs, executors, administrators, estate and effects respectively shall from time to
time and at all times be indemnified and saved harmless out of the funds of the
Society from and against all costs, losses, charges and expenses whatsoever which
such director sustains or incurs in or about any action suit or proceeding which is
brought, commenced or prosecuted against him of or in respect to any act, deed,
matter or thing whatsoever made, done or permitted by him in or about the
execution of the duties of his office, and also from and against all other costs,
losses charges and expenses whatsoever, including travelling expenses, which he
sustains or incurs in or about or in relation to the affairs of the Society except such
costs, losses, charges or expenses as are occasioned by his own wilful neglect of
default.
57. No director for the time being of the Society shall be liable for the acts, receipts,
neglects or defaults of any other director or officer or employee of the Society or
for joining in any receipt or act for conformity or for any loss, damage of expense
happening to the Society through the insufficiency ir deficiency of title to any
'
property acquired by order of the directors for or on behalf of the Society or for
the insufficiency of deficiency of any security in ro upon which any of the money,
of, or belonging to the Society shall be placed out or invested or for any loss or
damage arising from the bankruptcy, insolvency, or tortious act of any person,
form or corporation with whom or which any moneys, securities or effects of the
Society shall be lodged or deposited or for any other loss, damage or misfortune
whatsoever which may happen to the Society in the execution of the duties of his
respective office of trust or in relation thereto unless the same shall happen by or
through his own wilful neglect or default.
INDEMNITIES TO DIRECTORS AND OTHERS
58. The directors are hereby authorized from time to time to give indemnities ti any
director or other person has undertaken or is about to undertake any liability on
behalf of the Society. Any action from time to time taken by the directors under
the authority of this by-;aw shall not require approval or confirmation by the
members.
NOTICES
59. Any notice (other than notices of general meetings of members) to be given to any
member, director or officer shall be served either personally or by sending it
through the post in a prepaid envelope or wrapper, or by telegram or cable,
addressed to such member, director or officer at his address as the same appears in
the books of the Society or, if no address be given therein, then to the last address
of such member, director or officer known to the Secretary of the Society. With
respect to every notice sent by post, it shall be sufficient to prove that the envelop
or wrapper containing the notice was properly addressed and put into a post office
or into a post office letter box.
60. The signatures of any notices may be written, stamped, typewritten or printed, or
partly written, typewritten or printed.
61. A certificate ofthe President, Vice-president, Secretary, Treasurer, Manager or of
any other officer of the Society in an office at the time of the making of the
certificate as to facts in relation to the mailing or delivery of any notice to any
member, director or officer or publication of any notice shall be conclusive
evidence thereof and shall be binding on every member, director, or officer ofthe
Society, as the case may be.
INTERPRETATION
62. In all by-laws, resolutions and regulations of the Society:
I) A word importing a masculine gender includes the feminine
gender; and a word in the singular includes the plural; and a word
in the plural includes the singular.
ii) "Directors" and "Board" means the Board of Directors of
the Society.
iii) Whenever an act or other thing is to be or may be done by
the directors (including any notice to be given by or anything to be
done with the approval, permission, consent, or under the direction
or supervision of, or designated by the directors) the same may be
done by any person properly designated by the directors and any
person is entitle to rely upon and is bound by notice, approval,
permission, consent, direction , or the like given by or from any
director, officer or other person reasonably appearing to have the
requisite authority to do so. And without limiting the generality of
the fore-going m any notice required to be given by or to the
directors or the member may be given by or to the Secretary of the
Society, or in his absence, any other officer or director.
Enacted on the 5th day of December, A.D. 1980. Witness the corporate seal of the Society
President Secretary
The undersigned, Secretary of Gilbert and Sullivan Society ofFredericton, Incorporated, hereby
certifies under the corporate seal of the Society that the foregoing is a true and correct copy of
By-Law No. 1 of the Society duly enacted at a meeting of the Board on the 5th day of December,
A. D. 1980, and subsequently approved, ratified, sanctioned and confirmed by an unanimous vote
at a special general meeting of the members ofthe Society held on the 5th day of December,
A. D. 1980, and called for the specific purpose of considering the foregoing by-law.
Dated at Fredericton, NB, this Th day of December, A. D. 1980.
Witness the corporate seal ofthe Society.
Secretary
As amended By-Law No.3.