Bylaws of
The Blue Mountain Foundation for the
Arts Last updated: September 19, 2024
Section 1 – General
1.01 Definitions
In this by-law, unless the context otherwise requires:
a. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the
context requires, includes the regulations made under it, as amended or re-enacted
from time to time;
b. “Board” means the board of directors of the Corporation;
c. “By-laws” means this by-law (including the schedules to this by-law) and all other by
laws of the Corporation as amended and which are, from time to time, in force;
d. “Chair” means the chair of the Board;
e. “Corporation” means the corporation that has passed these by-laws under the Act or
that is deemed to have passed these by-laws under the Act;
f. “Director” means an individual occupying the position of director of the Corporation by
whatever name he or she is called;
g. “Member” means a member of the Corporation;
h. “Members” means the collective membership of the Corporation;
and i. “Officer” means an Officer of the Corporation
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1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are
defined in the Act shall have the meanings given to such terms in the Act. Words
importing the singular include the plural and vice versa, and words importing one
gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the
validity or enforceability of the remaining provisions of this By-law. If any of the
provisions contained in the by-laws are inconsistent with those contained in the Articles
or the Act, the provisions contained in the Articles or the Act, as the case may be, shall
prevail.
1.04 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations and other instruments in writing
requiring execution by the Corporation may be signed by the Chair or any two of its
Officers or Directors. In addition, the Board may from time to time direct the manner in
which and the person by whom a particular document or type of document shall be
executed. Any person authorized to sign any document may affix the corporate seal, if
any, to the document. Any Director or Officer may certify a copy of any instrument,
resolution, by-law or other document of the Corporation to be a true copy thereof.
Section 2 – Directors
2.01 Election and Term
The Directors shall be elected by the Members at the first meeting of Members and at
each succeeding annual meeting. The term of office of the Directors (subject to the
provisions, if any, of the articles) shall be from the date of the meeting at which they are
elected or appointed until the next annual meeting or until their successors are elected
or appointed.
There shall be a minimum of three (3) Directors elected and a maximum of eleven (11)
Directors. Each Director shall be elected to hold office for a term set by the Members
not to exceed four (4) years. In the event that the Members do not set a specific term in
the resolution to elect a Director, such Directors shall be deemed to be elected for a
term of one (1) year ending at the date of the next Annual Meeting and such director
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shall be retired at the next Annual Meeting, but shall be eligible for re-election if
otherwise qualified to act as Director.
Employees of the Corporation receiving remuneration cannot hold a position on the
Board of Directors.
A Director may not be related to any other Director during their time serving on the
Board.
Directors each of whom at the time of their election, or within ten (10) days thereafter
and throughout their term in office shall be a Member of the Corporation and consent in
writing to hold office as a Director.
Annual membership dues and fees as well as any other fees to participate in
activities/events apply to Directors.
2.02 Qualifications of Directors
The following persons are disqualified from being a director of a
corporation: 1. A person who is not an individual.
2. A person who is under 18 years old.
3. A person who has been found under the Substitute Decisions Act, 1992 or under the
Mental Health Act to be incapable of managing property.
4. A person who has been found to be incapable by any court in Canada or elsewhere.
5. A person who has the status of bankrupt.
2.03 Vacancies
The office of a Director shall be vacated immediately:
a. if the Director resigns office by written notice to the Corporation, which resignation
shall be effective at the time it is received by the Corporation or at the time specified in
the notice, whichever is later;
b. if the Director dies or becomes bankrupt;
c. if the Director is found to be incapable by a court or incapable of managing property
under Ontario law; or
d. if, at a meeting of the Members, the Members by ordinary resolution removes the
Director before the expiration of the Director’s term of office.
2.04 Filling Vacancies
A vacancy on the Board shall be filled as follows, and the Director appointed or elected
to fill the vacancy holds office for the remainder of the unexpired term of the Director’s
predecessor:
a. if the vacancy occurs as a result of the Members removing a Director, the Members
may fill the vacancy by an ordinary resolution;
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b. if there is not a quorum of Directors or there has been a failure to elect the number or
minimum number of Directors set out in the articles, the Directors in office shall, without
delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a
meeting or if there are no Directors in office, the meeting may be called by any Member;
and
c. a quorum of Directors may fill a vacancy among the Directors.
2.05 Committees
Committees may be established by the Board as follows:
a. The Board may appoint from their number a managing Director or a committee of
Directors and may delegate to the managing Director or committee any of the powers of
the Directors excepting those powers set out in the Act that are not permitted to be
delegated; and
b. Any such committee may formulate its own rules of procedure, subject to such
regulations or directions as the Board may from time to time make. Any committee
member may be removed by resolution of the Board.
2.06 Remuneration of Directors
No Director shall directly or indirectly receive any profit from occupying the position of
Director or from providing services to the Corporation in their capacity as Director of the
Corporation. However, Directors may (i) be reimbursed for reasonable expenses that
they incur in either of those capacities, and (ii) may charge reasonable and documented
fees for services provided to the Corporation by such individual in a capacity other than
as director of the Corporation, provided that in the case of subparagraph (ii) such
Director shall abide by the Corporation’s conflict of interest policies and shall recuse
itself from the consideration of and vote on any such financial arrangement.
Section 3 – Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair or any other two Directors jointly,
at any time and any place on notice as required by this by-law. Notice of such meetings
shall be sent to each Director by telephonic or electronic means not less than one day
before the meeting is to take place.
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3.02 Regular Meetings
The Board may fix the place and time of regular Board meetings and send a copy of the
resolution fixing the place and time of such meetings to each Director by telephonic or
electronic means, and no other notice shall be required for any such meetings. A
Member in good standing may have an item presented at any board meeting. It must
be in writing and be delivered in person or electronically sixty (60) days in advance of a
meeting in order to be accepted onto the agenda.
3.03 Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in
the manner provided in Section 10 of this by-law to every Director of the Corporation not
less than one (1) day before the date that the meeting is to be held. Notice of a meeting
is not necessary if all of the Directors are present, and none objects to the holding of the
meeting, or if those absent have waived notice or have otherwise signified their consent
to the holding of such meeting. If a quorum of Directors is present, each newly elected
or appointed Board may, without notice, hold its first meeting immediately following the
annual meeting of the Corporation.
3.04 Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors
present shall choose one of their number to act as the Chair.
3.05 Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by
a majority of votes. In case of an equality of votes, the Chair shall have a second vote or
casting vote.
3.06 Participation by Telephone or Other Communications Facilities
If all of the Directors of the Corporation consent, a Director may participate in a meeting
of the Board or of a committee of Directors by telephonic or electronic means that
permit all participants to communicate adequately with each other during the meeting. A
Director participating by such means is deemed to be present at that meeting.
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Section 4 – Financial
4.01 Banking
The Board shall by resolution from time to time designate the bank in which the money,
bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on June 30th in each year or on such other
date as the Board may from time to time by resolution determine.
4.03 Cheques, Drafts and Notes
All cheques, drafts or orders for the payment of money and all notes and acceptance
and bills of exchange shall be signed by such officer or officers or person or persons,
whether or not officers of the Corporation and in such manner as the Board of Directors
may from time to time designate.
Section 5 – Officers
5.01 Officers
The Board shall appoint a Chair from among the Directors and may appoint any other
person to be Treasurer or Secretary at the Board’s first meeting following the annual
meeting of the Corporation. The same person may hold two or more offices of the
Corporation. The Board may appoint other Officers and agents as it deems necessary,
and who shall have such authority and shall perform such duties as the board may
prescribe from time to time.
The Board may from time to time hire an individual who will act as an Officer of the
Corporation and may delegate to them full authority to manage and direct the business
and affairs of the Corporation (except such matters and duties as by law must be
transacted or performed by the Board of Directors) and may delegate to them any
lesser power. They shall conform to lawful orders given to them by the Board of
Directors of the Corporation. They shall at all reasonable times give to the directors or
any of them, all information they require regarding the affairs of the Corporation.
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5.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board. Unless so removed,
an Officer shall hold office until the earlier of:
• the Officer’s successor being appointed,
• the Officer’s resignation, or
• such Officer’s death.
5.03 Duties
Officers shall be responsible for the duties assigned to them and they may delegate to
others the performance of any or all of such duties.
5.04 Duties of the Chair
The Chair shall perform the duties described in sections 3.04 and 9.06 and such other
duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the Treasurer
The treasurer shall have the custody of the funds and securities of the Corporation and
shall keep full and accurate accounts of all assets, liabilities, receipts and
disbursements of the Corporation in the books belonging to the Corporation and shall
deposit all monies, securities and other valuable effects in the name and to the credit of
the Corporation in such chartered bank or trust company, or, in the case of securities, in
such registered dealer in securities as may be designated by the Board from time to
time. The treasurer shall disburse the funds of the Corporation as may be directed by
proper authority taking proper vouchers for such disbursements, and shall render to the
Chair and Directors at the regular meeting of the Board, or whenever they may require
it, an accounting of all the transactions and a statement of the financial position, of the
Corporation. The treasurer shall also perform the duties as may be required by law or
as the Board may determine from time to time.
5.06 Duties of the Secretary
The Secretary shall, when present, take minutes at all meetings, have charge of the
minute books, documents and registers of the Corporation and shall perform such other
duties as may be required by law or the Directors require of them from time to time.
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5.07 Duties of the Vice-Chair
If a Director is appointed Vice-Chair by the Board, the Vice-Chair shall be vested with all
the powers and shall perform all the duties of the Chair in the absence or disability or
refusal to act of the Chair. The Vice-Chair shall have powers and duties as may from
time to time be assigned to them by the Directors.
Section 6 – Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is liable for the acts,
neglects or defaults of any other Director, Officer, committee member or employee of
the Corporation or for joining in any receipt or for any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to any
property acquired by resolution of the Board or for or on behalf of the Corporation or for
the insufficiency or deficiency of any security in or upon which any of the money of or
belonging to the Corporation shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation
with whom or which any moneys, securities or effects shall be lodged or deposited or for
any other loss, damage or misfortune whatever which may happen in the execution of
the duties of his or her respective office or trust provided that they have: a. complied
with the Act and the Corporation’s articles and By-laws; and b. exercised their powers
and discharged their duties in accordance with the Act.
Section 7 – Conflict of Interest
7.01 Conflict of Interest
A Director who is a party to a material contract or transaction or proposed material
contract or transaction with the Corporation or is a director or officer of, or has a
material interest in, any person who is a party to a material contract or transaction or
proposed material contract or transaction with the Corporation shall make the disclosure
required by the Act. Except as provided by the Act, no such Director shall attend any
part of a meeting of Directors during which the contract or transaction is discussed or
vote on any resolution to approve any such contract or transaction.
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7.02 Charitable Corporations
No Director shall, directly or through an associate, receive a financial benefit, through a
contract or otherwise, from the Corporation if it is a charitable corporation unless the
provisions of the Act and the law applicable to charitable corporations are complied
with.
Section 8 – Members
8.01 Members
Members shall consist of individuals, corporations, partnerships and other legal entities
that have paid the annual current membership fees and dues as set by the Board of
Directors.
8.02 Membership
A Membership in the Corporation is not transferable and automatically terminates if the
Member resigns or such Membership is otherwise terminated in accordance with the
Act.
8.03 Disciplinary Act or Termination of Membership for Cause
a. Upon 15 days’ written notice to a Member, the Board may pass a resolution
authorizing disciplinary action or the termination of Membership for violating any
provision of the articles, Code of Conduct or By-laws.
b. The notice shall set out the reasons for the disciplinary action or termination of
Membership. The Member receiving the notice shall be entitled to give the Board a
written submission opposing the disciplinary action or termination not less than 5 days
before the end of the 15-day period. The Board shall consider the written submission of
the Member before making a final decision regarding disciplinary action or termination
of Membership.
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Section 9 – Members’ Meetings
9.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Ontario, and/or by
telephonic or electronic means fixed by the Board. Any Member, upon request, shall be
provided, not less than five business days or other number of days that may be further
prescribed in regulations before the annual meeting, with a copy of the approved
financial statements, auditor’s report or review engagement report and other financial
information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
a. receipt of the agenda;
b. receipt of the minutes of the previous annual and subsequent special
meetings; c. consideration of the financial statements;
d. report of the auditor or person who has been appointed to conduct a review
engagement;
e. reappointment or new appointment of the auditor or a person to conduct a review
engagement for the coming year;
f. election of Directors; and
g. such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for the annual meeting
unless a Member’s proposal has been given to the secretary prior to the giving of notice
of the annual meeting in accordance with the Act, so that such item of new business
can be included in the notice of annual meeting.
9.02 Special Meetings
a. The Directors may call a special meeting of the Members at any time.
b. The Board shall call a special meeting on written requisition of the Members who hold
at least 10 percent of votes that may be cast at the meeting sought to be held within 21
days after receiving the requisition unless the Act provides otherwise.
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9.03 Notice
Subject to the Act, not less than 10 and not more than 50 days written notice of any
annual or special Members’ meeting shall be given in the manner specified in the Act to
each Member, each Director and to the auditor or person appointed to conduct a review
engagement. Notice of any meeting where special business will be transacted must
contain sufficient information to permit the Members to form a reasoned judgement on
the decision to be taken, and state the text of any special resolution to be submitted to
the meeting.
9.04 Proxies
Every member entitled to vote at a meeting of the members may by means of a proxy
appoint a proxyholder who shall be another member, director or officer of the
Corporation.
9.05 Quorum
A quorum for the transaction of business at a Members’ meeting is fifteen (15) Members
either in person and/or by telephonic or electronic means, or represented by proxy. If a
quorum is not present at the opening of a meeting of the members, the members
present may adjourn the meeting to a fixed time and place, but may not transact any
other business. If a quorum is present at the opening of a meeting of the Members, the
Members present may proceed with the business of the meeting, even if a quorum is
not present throughout the meeting.
The presence of two members shall be a quorum of any meeting of members for the
choice of a chair and the adjournment of the meeting.
9.06 Chair of the Meeting
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the
Members present at any Members’ meeting shall choose another Director as chair and
if no Director is present or if all of the Directors present decline to act as chair, the
Members present shall choose one of their number to chair the meeting.
9.07 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes
unless otherwise required by the Act or the By-law provided that:
a. each Member shall be entitled to one vote at any meeting;
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b. votes shall be taken by a show of hands among all Members present and the chair of
the meeting, if a Member, shall have a vote;
c. an abstention shall not be considered a vote cast;
d. before or after a show of hands has been taken on any question, the chair of the
meeting may require, or any Member may demand, a written ballot. A written ballot so
required or demanded shall be taken in such manner as the chair of the meeting shall
direct;
e. if there is a tie vote, the chair of the meeting shall require a written ballot, and shall
not have a second or casting vote. If there is a tie vote upon written ballot, the motion is
lost; and
f. whenever a vote by show of hands is taken on a question, unless a written ballot is
required or demanded, a declaration by the chair of the meeting that a resolution has
been carried or lost and an entry to that effect in the minutes shall be conclusive
evidence of the fact without proof of the number or proportion of votes recorded in
favour of or against the motion.
9.08 Adjournments
The Chair may, with the majority consent of any Members’ meeting, adjourn the same
from time to time and no notice of such adjournment need be given to the Members,
unless the meeting is adjourned by one or more adjournments for an aggregate of 30
days or more. Any business may be 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.
9.09 Persons Entitled to be Present
The only persons entitled to attend a Members’ meeting are the Members, the
Directors, the auditors of the Corporation (or the person who has been appointed to
conduct a review engagement, if any) and others who are entitled or required under any
provision of the Act or the articles to be present at the meeting. Any other person may
be admitted only if invited by the Chair of the meeting or with the majority consent of the
Members present at the meeting.
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Section 10 – Notices
10.01 Services
Any notice required to be sent to any Member or Director or to the auditor or person
who has been appointed to conduct a review engagement of the Corporation shall be
delivered personally, or sent by prepaid mail, facsimile, email or other electronic means
to any such Member at the Member’s latest address as shown in the records of the
Corporation; and to such Director at his or her latest address as shown in the records of
the Corporation or in the most recent notice or return filed under the Corporations
Information Act, whichever is the more current; and to the auditor or the person who has
been appointed to conduct a review engagement at its business address; provided
always that notice may be waived or the time for giving the notice may be abridged at
any time with the consent in writing of the person entitled thereto.
10.02 Error or Omission in Giving Notice
The accidental omission to give any notice to any Member, Director, Officer, member of
a committee of the Board or auditor or person conducting a review engagement, if any,
or the non-receipt of any notice by any such person where the Corporation has
provided notice in accordance with the By-laws or any error in any notice not affecting
its substance shall not invalidate any action taken at any meeting to which the notice
pertained or otherwise founded on such notice.
Section 11 – Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Board may from time to time in accordance with the Act amend or repeal and
replace this By-law subject to certain exceptions and to the subsequent approval of the
Members.
