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By-Law 1                    NAME

                                    The name of the Corporation shall be Women’s Art Society of Montreal;

                                    Association culturelle des femmes de Montréal

 

By-Law 2                    HEAD OFFICE                     

The head office of the Corporation is at Montreal in the District of Montreal, in the Province of Quebec.

 

By-Law 3                    SEAL

 The Seal, an impression whereof is stamped on the margin hereof, is the seal of the Corporation.

 

By-Law 4                    PURPOSE

1. To create a general interest and to encourage a higher standard in all arts.

2. To hold exhibitions of painting, sculptures, engravings and designs in the City of Montreal and elsewhere.

3. To promote lectures dealing with art, literature, and music.

4. To acquire the real and personal property and all assets interests, rights, credits and effects of the Women’s Art Society of Montreal and to acquire donation, purchase or lease all such further real and personal property as required for its actual use and occupation or to carry out its objects.

5. To do such other things as are conducive or incidental to attain the objects of the Corporation such as:

a. Promote and support professional visual, performance and literary artists, primarily women, in developing their careers.

 b. Continue our tradition of promoting "Art for Good" with supporting charitable initiatives benefitting the wider community.

 c. Help to promote local art and culture by providing opportunities for our local and national artists alike. These artists come from all disciplines, backgrounds and ethnicities.

 d. Expand the traditional definition of what is considered art through: exhibitions, lectures, workshops and events.

 

 By-Law 5                    MEMBERSHIP

 

                                    Article 1. CLASSES OF MEMBERS

(a) Voting Members – Any persons eighteen years of age or over  residing in or within 100 kilometers of the limits of the Montreal  Urban Community may become a voting member.

 

(b) Honorary Members – Any member who has rendered long and distinguished service to the Society may be awarded an honorary membership upon the unanimous vote of the Board of Directors.

                                   

                                    Article 2. FEES

The annual membership fee and any other fees deemed necessary shall be set by the Board of Directors and will be effective upon approval of the members at the Annual General Meeting.

 

                                    Article 3. REMOVAL

(a) Any member who infringes the by-laws of the Society or conducts themselves in a manner deemed to be detrimental to the Society may be  removed from membership by two-thirds majority vote at a regular or special meeting of the Board of Directors. A notice of the meeting must be delivered by registered mail or in person to the said member not less than ten (10) days prior to said meeting.

 

(b) The said member may attend the Board of Directors meeting and make such representations as they deem desirable.

 

(c) The manner in which a member’s behaviour is deemed to be detrimental, and the procedure for removal, shall be governed by the anti-harassment policy, and a Code of Conduct. The Code of conduct shall be established by the board, and circulated to the membership. These documents will come into effect 30 days after public circulation. All changes or additions will be done in the same manner.

 

(d) Any objection to the documents must be done within 15 days of circulation. This can be done by presenting a non-anonymous objection in writing via regular or e-mail stating the reasons for the objection. The board shall give due consideration to any objection and shall render a decision via majority vote. Decisions will be final, with the exception of e) below.

 

(e) If a petition of more than 30 members is signed objecting to a rule in the policy or code of conduct, that rule shall be deemed ineffective until such time as a special meeting or annual general meeting can be called for a membership official vote to clarify the issue.

 

 By-Law 6                    BOARD OF DIRETCORS

 

                                    Article 1. ADMINISTRATION

The affairs of the Women’s Art Society of Montreal shall be administered by a Board of Directors whose services shall not be remunerated from the membership fees.

 

Notwithstanding the generality of the foregoing, a Board member may be remunerated from other sources (grants, government funding, donations, etc.) or for their work on specific projects.

 

                                    Article 2. COMPOSITION OF THE BOARD OF DIRECTORS

 The Board of Directors should consist of three officers (President, Secretary, and Treasurer) and two additional Board Members. Any other Board Members shall be added or removed as deemed by the needs of the Organization at the time.

 

                                    Article 3. QUALIFICATIONS OF DIRECTORS

 Voting members in good standing are eligible for election to the Board of Directors.

 

                                    Article 4. TERM OF OFFICE

• The term of all board positions shall be four years. At such time, if no one else applies for a position the term is an automatic renewal for another four years if there is no opposition or resignation.

• If another member wants the position it shall pass to a vote of the Membership at the AGM and must include a 2/3rds majority of the Board present at the AGM to ensure the ability to work with that person.

• If positions should become paid instead of volunteer, priority shall be given to those who have volunteered their time, and separate conditions for replacements shall be established at such time.

 

                                    Article 5. RESIGNATION AND REMOVAL

Board positions shall be subject to any additional procedures as detailed in the Position Description document and/or Contract. Any Director may resign by written or oral notice to the Board of Directors.

 

                                    Article 6. VACANCIES ON THE BOARD OF DIRECORS

The Board of Directors may elect another director to fill vacancies through resignation or removal. The newly elected director may serve the balance of the term.

 

                                    Article 7. QUORUM

A quorum for a Board of Directors meeting shall be majority of the current board, which must include the president and 1 other officer present to conduct business. No resolution or action of the Board of Directors shall be adopted or be effective unless concurred by at least the majority of the current board, which must include the president and 1 other officer.

 

Alternatively, a Quorum and Meeting can be replaced by circulating an agenda to the Board 30 days prior for their review. If no one objects to any motions included in the agenda, then the motions are considered passed.

 

By-Law 7                    OFFICERS OF THE SOCIETY

 

                                    Article 1. OFFICERS

The officers of the Society shall be the President, two Vice Presidents, Secretary, and Treasurer.

 

                                    Article 2. PRESIDENT

(a) The President shall preside at all meetings of members of the Society and of the Board of Directors.

 

(b) The President shall be responsible for the direction, implementation and coordination of all decisions and policies of the Society.

 

(c) The President shall be an ex-officio member of all committees and is entitled to receive notice of all committee meetings. and helps to set targets and goals for them.

 

(d) Protects, maintains, and increases the positive reputation and community status of WASM as a whole over any special interests of individual members or their affiliates.

 

(e) The President shall cast the deciding vote in the event of a tie vote at a membership meeting.

                                   

                                    Article 3. VICE PRESIDENTS

(a) The Vice President shall assist the President in carrying out the President’s duties and new initiatives.

 

(b) The Vice Presidents shall assume the responsibilities and the Powers of the President in the President’s absence.

 

(c) The Vice President oversees the smooth coordination between all Chairpersons and Committee Leads

 

(d) In tandem with the President the Vice President ensures programs align with organizational objectives and budgets by providing direct oversight to the:

1. Education Committee (lecture series, workshops, liaison with studio groups)

2. Event Entertainment Committee.

 

(e) If the Vice President is unable or declines to act, the President of the Board of Directors may assign the duties of the Vice President to another director until the next regular Board meeting. Other standing committees can be added as needed with Board approval

 

Article 4. SECRETARY

The Secretary shall:

                                   

 (a) Prepare an agenda for all meetings of the Board of Directors and the membership.

 

(b) See that all notices are given in accordance with the by-laws.

 

(c) Receive and send all letters and reads them to the Board of Directors referring to business that is not routine.

 

(d) Submit to the President all correspondence deemed to be important.

 

(e) Submits copies of all letters sent out to the Board of Directors on request.

 

(f) Records minutes of meetings of the members and of the Boards of Directors, and stores in an electronic filing system dedicated for that purpose.

 

(g) See that certificates, reports, records, letters and all other paper documents required by law are properly filed in paper document files, and also scanned and properly filed within an electronic filing system.

 

(h) Manages the arrangement of an electronic filing storage system for the Board of Directors, including overseeing the proper security access to the folders and documents for easy retrieval and use by the owners

 

(i) Ensures archival material is forwarded to the Archivist for historical purposes at appropriate intervals as approved by The WASM Board of Directors.

 

(j) Performs all duties incidental to the Office of the Secretary and such other as may be assigned by the Board of Directors.

 

(k) If the Secretary is unable or declines to act, the President of the Board of Directors may assign the duties of the Secretary to another director until the next regular Board meeting

 

                                    Article 6. TREASURER:

                                    The Treasurer shall:

 

(a) Be responsible for establishing proper control of the funds of the Society.

 

(b) Keeps accurate accounting records and stores final electronic copies in the WASM online storage system, and paper records and supplies in accounting boxes in the Treasurer’s possession.

 

(c) Files income tax returns, creates a yearly statement and pays fees to the Registre des enterprises du Québec and to the Directories of Canadian Companies.

 

(d) Submit a regular financial report to the Board of Directors.

 

(e) Submit to the members of the Society at the Annual General Meeting the annual statements, duly audited, of receipts and expenditures stating the financial position of the Society and render such other reports as the Board of Directors may require from time to time.

 

(f) In general, perform all duties incidental to the office of the Treasurer and such other duties as may be assigned to the Treasurer by the Board of Directors.

 

(g) If the Treasurer is unable or declines to act, the Board of Directors may assign the duties of Treasurer to another director until the next regular meeting of the Board.

 

By-Law 8                    STANDING COMMITTEES OF THE BOARD OF DIRECTORS

 

• The chairperson of a standing committee is elected for a one-year term.

 

• The chairperson shall receive clearly defined written instructions as to duties, one of which is to select committee members with the idea of training them for future office.

 

• Standing committees are: Reception, Hospitality, Art Exhibit Chair Person, Archivist/Liaison to the McCord Museum, Liaison to the Montreal Council of Women, Liaison to the Museum of Fine Arts, House, Press.

 

• Upon the request of members of the Society, the Board has convened a Studio Group.

 

 

By-Law 9                    MEETINGS

 

                                    Article 1. ANNUAL BUSINESS MEETING

 

(a)  The Annual Business Meeting of the Society should be held at the first Regular Meeting of the Society after the winter break at such place within the City of Montreal and on such date as the Board of Directors determine.

 

(b) Notice of the Annual Business Meeting shall be sent to the voting  members no later than two weeks before the date set for the Annual  Business Meeting.

 

(c) The purpose of the Annual Business Meeting shall be to receive the  report of the Nominating Committee and carry out other nominating procedures.

 

(d) Thirty (30) members in good standing shall constitute a quorum. Only members of the Society may attend the Annual Business Meeting.

 

                                    Article 2. ANNUAL GENERAL MEETING

 

(a) The Annual Meeting of the Society shall be held by the fourth Tuesday in April after the end of the fiscal year at such place within the City of Montreal and on such date as the Board of Directors determine.

 

(b) Notice of the Annual General Meeting shall be posted at the preceding Regular Meetings of the Society

 

(c) The purpose of the Annual General Meeting shall be to:

1. Receive the report of the Board of Directors for the preceding year, the  balance sheet, the general statement of income and expenditures and the  report of the auditors of the Society.

2. To appoint auditors for the upcoming year.

3. To elect directors to the Board of Directors

4. To transact other business that should come before the meeting.

5. Where increases on fees can be voted on.

 

(d) Thirty (30) members in good standing shall constitute a quorum. Only members of the Society may attend the Annual General Meeting.

 

                                    Article 3. REGULAR MEETINGS

 

(a) The Regular Meetings of the Society shall be held on Tuesdays as determined by the Board of Directors.

 

                                    Article 4. SPECIAL GENERAL MEETINGS

 

(a) Special meetings of the members of the Society may be called at any time on resolution of the Board of Directors or shall be called at the written request or no fewer than thirty (30) members. The request must specify the reason for calling the meeting and the date proposed for the meeting, which date shall not be less than two weeks from the date of the  delivery of the request.

 

(b) Notice of the meeting shall be delivered or otherwise signified to the members not less than seven days prior to the time fixed for the meeting.

 

(c) Thirty (30) members in good standing shall constitute a quorum. Onlymembers of the Society may attend Special General Meetings.

 

By-Law 10                  ELECTIONS

 

                                    Article 1. NOMINATING COMMITTEE

 

(a) At the last Regular Meeting of the Society before the winter break, a Nominating Committee shall be formed consisting of two (2) members of the Board of Directors and three (3) members in good standing from the membership at large.

 

(b) If possible, on each new Nominating Committee there shall be included, for continuity, one member from the previous year.

 

(c) Those members serving on the Nominating Committee shall not have any interest in running for a position on the Board of Directors.

                                   

(d) Before any candidate is approached, the Convenor of the Nominating Committee shall call a full meeting to discuss in confidence the slate and  alternates. All reports of its members shall be directed to the Convener.

 

                                    Article 2. NOMINATING PROCEDURE

 

(a) At the Annual Business Meeting held at the first Regular Meetings after the winter break the Nominating Committee shall present the names of one or more candidate for each vacant office, having beforehand secured from each nominee their consent to stand for office. Nominations from the floor also may be made at this meeting, providing the nominee has given consent.

 

(b) The nominations are then closed.

 

(c) At the Annual General Meeting the names so proposed, together with the Nominating Committee’s slate, shall be presented to the membership for election. The election for any position contested by two or more candidates shall be conducted by secret ballot.

 

By-Law 11                  ANNUAL EXHIBITIONS OF PAINTINGS

 

                                    There shall be an exhibition annually sponsored by the Society.

 

By-Law 12                  FINANCES AND ACCOUNTING

 

                                    Article 1. FISCAL YEAR

 

The fiscal year shall be from the first day of March of each year to the last  day of February of the following year.

                                   

                                    Article 2. BOOKS AND ACCOUNTS

 

The Board of Directors shall ensure that the Treasurer keeps books in which are entered all funds received and disbursed by the Society, all of the assets of the Society and all its debts or obligations, as well as other financial transactions of the Society. The books shall be kept by the Treasurer.

 

                                    Article 3. AUDITS

 The books of the Society shall be audited each year as soon as possible after the end of the fiscal   year, by the auditor appointed for this purpose at the Annual General Meeting.

 

                                    Article 4. BANKING

 All cheques and notes of the Society shall be signed by any two of the President, the   Recording Secretary, the Corresponding Secretary or the Treasurer.

 

                                    Article 5. CONTRACTS

 Contracts and other documents shall be approved by the Board of Directors before being signed by   the person authorized to act on the Society’s behalf.

 

By-Law 13                  AMENDMENTS TO THE BY-LAWS

 

The Board of Directors shall present proposed changes or amendments to the by-laws of the Society to an Annual General Meeting of the members for ratification by not less than two-thirds of those members present and entitled to vote. Notice of the proposed changes or amendments must be posted at the preceding Regular Meetings of the Society.

 

 

Revised May 2021

Changes voted as of May 1, 2021 incorporated May 5, 2021