Agenda

1. Welcome

2. Approval of Agenda

3. Update: The Year Past and Moving Forward by Peter Zwarich, Festival Director
Key points:
• Organization needs to create structure, procedure and documentation
• Financial statements
• Operations.  Board and committees.  Getting it done.
• Venue for 2012
• Membership = community = deposit on fun.

4. Motion to approve Bylaws: 

The Board has recommended that the bylaws be approved by the membership. Be it resolved to approve the bylaws as presented on November 10, 2011.

5. Nominations and voting of new Board Members.

6. Questions.

7. Adjourn to music and and tally votes.

Big thanks to Digital Bender for making groovy music.
Thanks to Jake and Cristina and staff at The Fromagerie.
David Wiewel, R&S founding member, currently has an exhibit of photos hanging at The Fromagerie.

1.0 Name
a) River & Sky Arts in the Woods Incorporated
b) The acronym shall be R&S

2.0 Objectives
2.1 The objectives of the corporation are as follows:
a) Presenting and promoting of the arts in a natural setting in Northern Ontario
b) Promoting environmental sustainability through the arts
c) To foster community building

3.0 Membership
3.1 Types
There shall be five types of membership, however all members are united by a common goal: support of R&S.
Members will volunteer to help the organization carry out its objectives.
The Board shall be responsible for maintaining past and current member lists. Types of membership:
1) Founding Members:
Shall pay the same dues as regular members. They will be allocated five extra votes. Each year of membership shall give the Founding member one additional vote. e.g. 10 years of membership for founding members equals 15 votes.
2) Regular Members:
Are due paying members with one vote. Each year of membership shall give the member one extra vote. e.g.  10 years of membership will equal 10 votes.
3) Youth Members:
Will pay reduced dues as set by the Board and are treated as a regular members.
4) Honorary Members:
Will pay no dues and are appointed at the discretion of the Board for services rendered or in recognition of significant achievement. The time limit and specific privileges of an honorary membership will be set by the board on a case per case basis. An honorary member will be awarded one vote.
5) Camping members:

Shall pay dues set by the Board. Benefits of membership shall include camping and recreating privileges on select property if obtained by R&S, as well as any other benefits the Board determines. Persons seeking camping membership shall be first approved by the Board. Camping memberships can be revoked if the member refuses to follow rules regarding camping or recreational activities on the property as determined by the Board. The number of camping memberships shall be limited.  Voting as per regular membership.
3.2 General Meetings:
a) Members are entitled to participate and introduce motions at General Meeting of R&S
b) Nominate candidates to site on the Board of Directors at General Meetings
3.3 Dues
Shall be set by the Board of Directors, before each AGM, under the advisement of the treasurer and any financial committee struck by the Board.

4.0 Board of Directors
4.1 Composition & Requirements
a)  The affairs of the corporation shall be overseen by a Board of 6 to 13 voting members. There shall be a maximum of four executive members (Chair, Vice-Chair, Secretary, Treasurer),  and a minimum of 3 to a maximum of 9 members at large.  The number of Members-at-Large is determined by the executive. The Board of Directors may also appoint one person as a musicians representative. The musicians representative can be a non member.
b)  A board member must be a due paying member, unless otherwise stipulated. 
4.2 Duties
a) Chair
1. The Chair shall call and chair all meetings
2. The Chair shall also be charged with oversight of general management and supervision of the affairs and operations of R&S
3. The Chair shall be one of the official spokespersons of the organization
4. The Chair shall serve a two year term
b) Vice-Chair
1. The Vice-Chair shall exercise the powers or be charged with the duties of the Chair in the extended absence or incapacity of the latter, or, when a vacancy in the Chair position exists
2. Shall prepare the agenda for Board Meetings & assure its distribution minimum one day prior to the meeting
3. Shall keep a register of R&S members.
4. Shall serve a one year term.
c) Secretary
1. Shall act as the recording secretary for Board of Directors and Annual General Meetings
2. Shall be responsible for keeping current minute book and organizational binder
3. Shall distribute the draft minutes from the previous meeting to all Board Members minimum one day prior to the Board Meeting.
4. Shall serve a one year term. 
d) Treasurer
1. Shall keep full and accurate accounts of all financial transactions of R&S
2. Shall be a signing authority on the R&S bank accounts
3. Shall assist in the budgeting process
4. Shall prepare an annual financial report to be made available at the Annual General Meeting and periodic financial reports for Board Meetings
5. Shall serve a two year term.
e) Member-at-Large
1. Shall pay dues knowing that membership dues keep the organization running
2. The duties of all Members-at-Large shall be such as their engagement calls for, or as the Board of Directors requires
3. Represent the perspective of the general membership
4. Half of the members at large shall serve a two year term and the other half, a one year term.
4.3 Terms
A member of the executive is not limited in the number of terms she or he may serve.
4.4 Meetings
a) A meeting of the Board of Directors shall be held a minimum of four times a year.
b) A meeting may be held at any time when called by the Chair or a majority of board members. A minimum notice of two days with a draft agenda is required to hold a meeting of the Board of Directors
c) Quorum for the transaction of business at Board of Directors meetings shall consist of no less than one half of all Board Members.
d) Minutes shall be adopted at the next regular meeting of the Board of Directors, the minutes shall be signed by the Chair and shall be kept in the organizational binder.
4.5 Vacancies
a) If a position becomes vacant the Board of Directors may appoint a member to either complete the term of office for the vacant position or appoint a member until the next General Election

5.0 General Elections
5.1 Annual Election
An election shall be called annually for all positions that have come to term. Such elections will be presided by a Chief Returning Officer.
a)The Chief Returning Officer shall be appointed by the Board of Directors.
b) Notice of Election shall be sent by the Chief Returning Officer to members one week prior to voting
c) Elections for vacant Board positions – should there be more candidates than vacancies—shall be conducted at the AGM with members voting.
d) The election of vacant positions on the Executive shall be conducted by the board at the first meeting of the new board following the AGM. 
5.2 Nomination procedure
a) A member shall inform the Chief Returning Officer in writing with a notice of candidacy, prior to the call of order of the Annual General Meeting or Special General Meeting of the Members
5.3 Election Procedures
a) an election shall be conducted by secret ballot
b) The votes shall be counted by the Chief Returning Officer. Each candidate has the right to a scrutineer
c) The Chief Returning Officer shall inform the membership of the results of the election
d) All notice of candidacies and ballots shall be kept for thirty days following the election following the announcement of election results

6.0 R&S Decision-Making Process Policy
6. 1 All R&S Board meetings are subject to the following modified consensus model:
a) U-1 consensus will be utilized.
b) Item is discussed.  The Chair gives each board member the opportunity to speak briefly on the issue.
c) A proposal is put forward by the chair or one of the other board members.  Proposal wording is recorded in minutes.
d) The Chair tests for consensus.  Each board member has to respond with a “yes”, a “block” or a “stand aside.”  If more than one board members respond with a “block” consensus has not been achieved.  If one or more board members respond with a “stand aside” there is still consensus as long as a two-thirds majority of board members responded with a yes.  If enough board members “stand aside” so that there is not a two-thirds majority declaring yes, then there is no consensus.
e)  If there is consensus the proposal is recorded in the minutes as approved and becomes an action item.
f)  If consensus is not achieved the Chair allows another round of discussion, and each board member is given the opportunity to speak to the issue briefly to raise their concerns. The proposal is modified, either by the Chair or a board member. The Chair once again tests for consensus.  Each board member once again has to respond with a “yes”, a “block” or a “stand aside.” 
g) If consensus is achieved at this point, the proposal is recorded in the minutes as approved and becomes an action item. 
h) If consensus is not achieved, the Chair calls for a vote on the proposal.  A majority vote will decide if the proposal is accepted or rejected.  If the proposal is accepted it is recorded in the minutes as approved and becomes an action item.

6.2 Expediting Board Action
If a decision needs to be made before the next scheduled meeting decisions can be made via email, or other specified means, by majority vote. 

7.0 Meetings of Members of R&S shall be known as the General Meeting
7.1 Conduct
a) Must be held once a year and shall be known as the Annual General Meeting
b) Additional General Meeting shall be know as Special General Meeting
c) All members in good standing have the right to attend and participate
d) In case of equality of votes at any General Meeting,  the Chair shall be entitled to a second vote
e) The Chair shall chair meeting
7.2 Notice
a) A notice of a General Meeting shall be circulated to the membership no less than three weeks in advance to the General Meeting
b) Members shall be encouraged to submit motions prior to the General Meeting
7.3 Quorum
a) Quorum for the transaction of business at any General Meeting shall be set at 10% or 15 members.
7.4 Minutes
a) A record of the proceedings of all General Meetings shall be kept in the organizational binder
b) Adoption of the minutes shall be voted on at the next General Meeting

8.0 Committees
a) The Board of Directors may appoint standing or ad hoc committees as needed

9.0 Amendments
a) All members may propose amendments or additional by-laws
b) Proposed amendments or additions will go voted upon by the membership
c) Notice of proposed by-law amendment most circulated to the membership minimum seven days prior to the General Meeting
d) Passage of any amendment requires a two-thirds majority vote

10.0 Impeachment of a Member of the Board of Directors
a) A member of the Board of Directors that misses more than three meetings without sending regrets shall be dismissed from the Board Of Directors
b) The Board members may by resolution passed by at least two-thirds of the votes cast and with the signatures of those who have cast the votes dismiss a member of the Board of Directors.

11.0 Execution of Documents
11.1 Cheques, Drafts, Notes, Etc. 

All cheques, drafts or orders for the payment of money and all noted and acceptances and bills of exchange shall be signed by the officer or officers or person or persons and in the manner from time to time prescribed by the Board.

11.2 Execution of Documents

Documents requiring execution by the Corporation may be signed by the Chair or a Vice-Chair and the Secretary or the Treasurer or any two (2) directors, and all documents so signed are binding upon the Corporation without any further authorization or formality.  The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents.  The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.

11.3 Books and Records

The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.

12.0 Banking Arrangements
12.1 Business of Banking

The Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Corporation’s banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to,

a)  Operate the Corporation’s accounts with the banker;

b) Make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

c) Issue receipts for and orders relating to any property of the Corporation;

d) Execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and

e)  Authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.

12.2 Deposit of Securities

The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

13.0 Indemnities

Every director of the Corporation and the heirs, executors, and administrators, and estate and effects, respectively, shall at all time, be indemnified and saved harmless out of the funds of the Corporation, and from and against:

All costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of office or in respect of any such liability;

All other costs, charges and expenses which she/he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by her/his own will neglect or default.