Constitution and By-Laws
2008
The Mission of SCP
is to present high calibre community theatre productions to Stratford and the
surrounding areas, while operating as a not-for-profit entity.
SCP shall strive to achieve this mission by following a set
of Guiding Principles. These are:
1)
First and foremost, SCP is a volunteer organization
– from the Board of Directors, to the cast and production crew.
2)
SCP shall strive toward a climate of
respect for the individual, and inspire a spirit of trust, confidence and pride
amongst those who are involved with it.
3)
SCP shall endeavour to create a
nurturing environment in which members of the community can:
a)
learn a variety of theatre skills
b)
share their skills with others
4)
SCP will engage in an active outreach program to the
community at large through a range of activities.
5)
SCP shall be governed and managed as a democratic and
charitable enterprise pursuant to the general principles that guide such
efforts.
a.
Adult membership – for anyone 18 years of age or
older.
b.
Junior membership – for anyone under 18 years of age.
a.
Participate in a production, either on stage or back stage
b.
Participate in SCP sponsored community outreach
Section
1: Privileges
1.
Adult Membership entitles a person to a vote at the Annual
General Meeting, or any special General Meetings called by the Board of
Directors. There shall be one vote
for each voting item presented at the Annual General Meeting. Votes are cast by being present, or by
proxy. The Board of Directors will
provide a standard proxy form for this purpose, to be submitted as defined by
the Board of Directors in the Annual General Meeting package.
2.
Membership privileges include:
a.
The opportunity to perform in a production, following a
successful audition.
b.
The right to receive timely communication regarding
SCP.
c.
The Board shall develop and make available on request to
any member a formal communication policy where a member deems that formal
written communication regarding a concern may be appropriate.
d.
Notification of the opportunity to participate in SCP
activities beyond its theatrical productions.
e.
Advance registration for community workshops.
f.
Opportunity to serve on a standing committee.
SCP shall be managed by a volunteer Board of Directors, all
of who are members in good standing of SCP. Nine board members will be considered a full slate.
The Board of Directors will:
1.
Assume
the responsibility as the governing body of SCP
2.
Assume
the responsibility of prudent management of the affairs of SCP.
Roles and Responsibilities of Board Members:
1.
Each member shall endeavour to:
a.
Be an active advocate for SCP
b.
Be knowledgeable and updated about the activities of SCP
c.
Attend board meetings regularly
d.
Attend the productions and events of SCP
e.
Be an active participant in fund-raising activities as
required.
f.
Serve on at least one Standing Committee.
2.
The Board of Directors shall have a minimum of ten
scheduled meetings per year. The
date and place to be determined by the President on consultation with the
Board.
3.
A quorum shall consist of a simple majority of the Board of
Directors.
4.
Any director missing three consecutive, regularly scheduled
Board of Director meetings, without just cause, shall be automatically removed
from the Board.
5.
The term for a Board member is 3 years.
6.
The Board of Directors will serve in staggered 3-year
terms, turning over no more than 1/3 of the directors every year at the Annual
General Meeting.
7.
There is no limitation on the number of terms a member of
the Board may serve providing they are voted in by the general membership at
the Annual General Meeting.
8.
A member of the Board of Directors may be requested to step
down where their conduct is not deemed to be consistent with the mission and
governance of the general good of SCP.
Such a decision shall be a
made by a substantial majority
vote of the board defined as a minimum 75% majority of the slate of directors
holding office at that time.
9.
In the event of a vacancy occurring on the Board, the
members of the Board shall seek to fill the vacant position from the general
membership, SCPÕs partners/sponsors and/or from the community at large, on an
ÔinterimÕ basis. The Board of
Directors will fill the vacancy by a majority vote of the directors.
10.
Interim Directors have the option to stand for election to
become a full-term director at the Annual General Meeting. Should they be successful in being
voted onto the board of directors, their three-year term will begin as of the
date of the AGM vote, and run for 3 fiscal years.
11.
The members of the Board of Directors shall receive no
compensation for serving on the Board.
12.
The Board of Directors will develop and abide by a communication
protocol whereby any and all members will be able to voice concerns or
suggestions to the Board in writing.
The details of the protocol shall be available to any member in good
standing upon request.
13.
Action requiring a vote, without a board meeting: Voting action may be taken, as
required, without a board meeting if consent is given by a majority of the
board members by phone or email. The Secretary will document such action to
ensure a record of both consent to vote on an issue prior to a board meeting,
as well as who has constituted the majority vote. The item may then be voted on by phone and or email. Action taken in this manner shall be
restricted to time-limited issues that require immediate resolution.
The President shall:
Vice-President shall:
a.
Take the place of the President in the instance of his/her
absence.
b.
Assist the President whenever required.
c.
Be responsible for developing and maintaining a policy and
procedure manual for all the positions associated with SCP, which will remain
the property of SCP.
d.
Prepare to assume the role of President upon the completion
of the current PresidentÕs tenure, or upon his/her resignation of that
position.
Secretary shall:
a.
Handle and file all correspondence on behalf of the Board
members.
b.
Reply to any correspondence as necessary, authorized by the
Board.
c.
Record the minutes of the Board and General Meetings, and
keep a master Minute Book.
d.
Send out notices of meetings accompanied by a copy of the
minutes of the previous meetings to all board members.
e.
Keep track of board member attendance at each meeting.
f.
Perform other duties as allocated by the Board.
Treasurer shall:
a.
Monitor the overall fiscal operation of SCP.
b.
Keep the financial records.
c.
Chair the financial committee.
d.
Be required to give a financial report to the Board at each
regular Board meeting.
e.
Present at the Annual Meeting, subject to
the approval of the Board, a financial statement and proposed budget of the
upcoming year.
f.
Secure and work with an outside licensed accounting firm to
review the financial records.
g.
Prepare or arrange to have prepared any reports arising out
of the financial matters of SCP that may be required by third parties. This
shall include but not be limited to grant applications and government returns.
Elections of the new Board members shall occur at the
Annual General Meeting (AGM) of SCP.
The Nominating Committee shall present a slate of
candidates, each to be voted on individually, for election and/or re-election
to the Board of Directors, to ensure that the Board of Directors is at its full
complement, subject to the guidelines outlined in the Nominating Committee
section.
Included with the announcement of the AGM, will be an
opportunity for any member in good standing, who wishes to have his or her name
stand for election along with the names of the recommended candidates brought
forward by the Nominating Committee, to submit his or her name to be added to
the ballot. Each additional
candidate must:
a.
Have a ÔnominatorÕ who submits a letter of recommendation
to support the nominee
b.
Submit his or her credentials and reasons for wishing to
serve on the board
c.
Be willing to serve for a 3 year term, if elected, and
possibly serve as an officer
d.
Submit the above information to the Chair of the Nominating
Committee no later than 2 weeks prior to the date of the AGM.
Voting will take place by secret ballot, with the ballot
listing the candidates in alphabetical order, including those recommended by
the Nominating Committee, as well as any additional nominees received prior to
the AGM.
Should the Nominating Committee be unsuccessful in
presenting a full complement to the membership, and no additional candidates
come forward prior to the AGM, nominations will be taken from the floor.
Should any one of the individuals not be successfully voted
in by the membership, and the Board of Directors not be at a full complement of
9, nominations shall be taken from the floor, subject to a second, and the
agreement of the nominated individual.
Should the election result in not filling all the positions
required on the Board, the Nominating Chair will ask for a vote from the
membership to continue operating without a full complement at the Board, with
the understanding that a search will continue for interim directors, as
required, to come to a full complement.
These interim directors may stand for election at the subsequent AGM, as
outlined in the Roles and Responsibilities section of this Constitution.
ARTICLE IX – Standing Committees
1.
The Board of Directors will appoint Standing Committees
to help fulfill the activities necessary to achieve the Mission of SCP.
2.
The Standing Committees, their structure and objectives
may be reviewed by the Board of Directors based on feedback from the sitting
members of the Standing Committees to help improve their ability to accomplish
their tasks.
3.
All members of Standing Committees must be adult
members in good standing with SCP.
Every committee must have at least one board member that reports back to
the Board of Directors regularly.
4.
Each Standing Committee shall establish a yearly plan
to be approved by the Board of Directors.
The Committee shall meet as required to accomplish the plan as approved.
5.
Chairpersons of Standing Committees will be appointed
by the President, with the exception of the Nominating Committee, with approval
from the Board of Directors of SCP.
6.
The Chairperson of the Nominating Committee will be
selected from members of the Board, excluding the President, by a majority
vote.
7.
Job Descriptions of the Standing Committees is
contained in Appendix 1: Standing
Committees, and can be altered and updated as required by the Board of
Directors.
8.
The President shall be considered an ex-officio member
of all Standing Committees and may attend any and all committee meetings as
he/she feels is appropriate.
a.
A
quorum of the members in good standing is required to be present at the Annual
General Meeting for the meeting to proceed. A quorum shall consist of 30% of the members in good
standing, up to and including the date of the AGM. It must include a minimum of 5 members of the Board of
Directors. Should a quorum not be reached, the meeting will be considered null
and void, and be re-scheduled at a future time.
b.
The
Annual General Meeting will be held no later than 90 days after the fiscal
year-end.
c.
Should
a General Meeting be called at which items are to be voted on, the same quorum
requirements apply.
a)
By a majority vote of the Board of Directors, and must be
ratified at the next Annual General Meeting.
b)
At the AGM by a member in good standing, to be ratified at
that time.
APPENDIX 1:
STANDING COMMITTEES
1.
Play Reading/Show Selection Committee:
a.
Shall consist of 8 members: a Chair, who is a member of the board, an additional member
from the board, along with 6 general members of SCP.
b.
Read musical theatre shows.
c.
Research comedy/dramatic plays for consideration as a
second show for SCP.
d.
Develop a running long list, and recommended short list
of plays to be presented to the Board of Directors.
e.
Develop 3 show options each year that the Board of
Directors can choose from in either category.
f.
Develop a 5-year show plan.
2.
Director Selection Committee:
a.
Shall consist of a Chair, who is a board member, 2
Board members and 2 general members of SCP.
b.
Their task is to build a resource list of directing
talent that can be approached when in search of a directing team.
c.
Build a process whereby a director search, or
demonstration of interest on the part of certain individuals, can be assessed
to build a resource pool of directors, music directors, choreographers, etc.
d.
Upon the recommendation of the Director Selection
Committee, the Board of Directors will either approach directors specifically
to become involved with SCP, or do a general director search to the resource
list, for an upcoming production.
3.
Production Team Committee:
a.
Shall consist of a Chair, who is a member of the board,
1 additional Board member and 2 general members from SCP.
b.
Build a resource list of production talent, which
remains the property of SCP, that
can be approached to work on each production, the positions including but not
limited to:
i. Production
Manager & Assistant Production Manager
ii. Stage
Manager & Assistant Stage Manager
iii. Set
Designer
iv. Set
Construction
v. Lighting
Designer, Lighting Operator
vi. Sound
Designer, Sound Operator
vii. Properties
viii.
Costuming
ix. Front of
House
c.
Secure the production team, with support from the Board
of Directors, and with the support and agreement of the directing team.
4.
Nominating Committee:
a.
Shall consist of a Chair, who is a member of the board,
2 additional Board members, and 2 general
members of SCP.
b.
Develop and maintain a portfolio of names of potential
candidates, which shall remain the property of SCP, for:
i. Members
of the Board of Directors to be considered at an upcoming election at the AGM.
ii. Interim
directors to fill the term of a Board member who resigns before his/her term is
completed, or becomes unable to serve the balance of their term.
c.
Six months prior to the AGM determine if there will be
any openings on the Board of Directors, and develop a list of nominees for the
general membership to vote on at the AGM.
d.
Preside over the elections at the AGM.
5.
Education/Outreach Committee:
a.
Shall consist of a Chair, who is a member of the board,
an additional board member, plus 4 general members of SCP.
b.
Develop an annual plan of free and low-fee workshops
available both to the membership of SCP as well as the public, which is
presented to the Board of Directors for approval.
c.
Manage the events, including:
i. Develop
the objectives of each session
ii. Recommend
the speakers/presenters and secure them
iii. Determine
the registration requirements
iv. Liaise
with the various portfolio managers of SCP to secure facilities, advertise and
promote the event through the various vehicles available.
d.
Gather feedback to help determine future action and
events
e.
Manage the structure and process of any scholarships.
SIGNED BY:
_____________________________ __________________________
Karen Rempel, President Date
_____________________________ __________________________
Elizabeth Cooper, Vice-President Date
_____________________________ __________________________
Mary Dolan Bohnert, Treasurer Date
_____________________________ __________________________
Cynthia Nowak, Secretary Date