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Art Gallery of Nova Scotia By-laws

made under Section 10 of the

Art Gallery of Nova Scotia Act

R.S.N.S. 1989, c. 22

O.I.C. 91-107 (January 29, 1991), N.S. Reg. 16/91

 

I         Membership

 

1.01    Any individual, association, partnership or corporation, upon application and fulfillment of the applicable qualifications, shall be eligible to be a member of the Gallery.

 

1.02    There shall be the following classes of membership: “junior”, “student”, “individual”, “senior”, “senior couple”, “family” and “life”.

 

1.03    The qualifications for each class of membership are as follows:

 

“junior” members must be between the ages of 6 and 12 years inclusive and pay an annual fee of $5;

 

“student” members must be between the ages of 13 and 21 years enrolled more than half time in an accredited educational institution and pay an annual fee of $15;

 

“individual” members must pay an annual fee of $20;

 

“senior” members must be of the age of 65 years or more and pay an annual fee of $15;

 

“senior couple” members must be each of the age of 65 years or more and together pay a combined annual fee of $20;

 

“family” members must be members of a family consisting of one or more spouses and their children, if any, and pay in total a combined annual fee of $30;

 

“out of metro family” members must be members of a family as defined above living outside the Halifax/Dartmouth metro area, and pay in total a combined annual fee of $25;

 

“group” members must be [a] companies, organizations or associations that rent art from the Art Sales and Rental Society and pay an annual fee of $50; and

 

“special friends” members who fall into the following categories:

 

               (a)   “sustainers” - who contribute to the Gallery between $100 and $249 per year;

 

               (b)   “patrons” - who contribute to the Gallery between $450 and $750 per year; and

 

               (c)   “life members” - who contribute to the Gallery a payment of $2,000, which payment constitutes them members of the Gallery for life.

 

1.04    Membership shall not be transferable and shall cease upon the death or dissolution, as applicable, of a member, or if by notice in writing to the Gallery, he resigns his membership. (In these by-laws the words “he” and “his” may refer to persons of both sexes as well as to associations, partnerships or corporations.) The membership of any member shall cease upon his no longer qualifying for membership under these by-laws.

 

1.05    Every member, save those under the age of 18 years, shall be entitled to attend any general meeting of the Gallery and to vote at any such meeting, but there shall be no proxy voting.

 

1.06    The Board may, by resolution, bestow additional privileges and impose additional duties, including the payment of additional fees, pertaining to the various classes of membership.

 

II        General meetings

 

2.01    The general meeting of the membership shall be held annually at the Gallery, or such other place within Nova Scotia as the Board determines, within one hundred and twenty (120) days after the end of the Gallery's fiscal year.

 

2.02    An extraordinary meeting may be called by the Board at any time, and shall be held at the Gallery, or such other place within Nova Scotia as the Board determines.

 

2.03    Thirty (30) days notice of a meeting specifying the place, day and hour of the meeting, and in the case of an extraordinary meeting the business to be conducted, shall be given to the members.

 

2.04    No business shall be conducted at any meeting of the membership unless a quorum of ten (10) members is present.

 

2.05    If within one half-hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum is not present, the meeting shall be dissolved.

 

2.06    The Chairman of the Board shall preside as chairman at every general meeting. In his absence, the Vice-Chairman shall preside as chairman. If neither the Chairman nor Vice-Chairman is present, the members present shall choose one of their number to be chairman for that meeting.

 

2.07    The following items of business ordinarily shall be dealt with at each general meeting:

 

tabling of the reports of the Chairman, committee chairmen, and Director on their and the Gallery's activities for the preceding year;

 

consideration of the financial statements of the preceding year and the report of the auditor, and appointment of the auditor for the forthcoming year;

 

a report from the Chairman as to recommendations made to the Governor in Council for persons to be appointed to the Board; and

 

consideration of such other matters as are properly brought before the meeting.

 

2.08    Every member shall have one vote, and resolutions shall be carried by a simple majority of the members present.

 

2.09    The Chairman may, with the consent of the meeting, adjourn any meeting of the members from time to time and from place to place, but no business shall be conducted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place.

 

2.10    At any meeting of the membership, unless a poll is demanded by at least three (3) members, a declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of that fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.

 

2.11    If a poll is demanded in [the] manner aforesaid, the same shall be taken in such manner as the chairman may prescribe and the result of such poll shall be deemed to be the resolution of the meeting.

 

III      Recommendations to the Governor in Council

 

3.01    The Board shall seek from the membership recommendations for natural persons over the age of 18 to be appointed by the Governor in Council to the Board.

 

3.02    Such recommendations as are received from the membership shall be reviewed by the Nominating Committee.

 

3.03    The Nominating Committee shall select and forward to the Board certain persons from among those recommended by the membership.

 

3.04    From among the persons whose names are forwarded to it by the Nominating Committee, the Board shall recommend to the Governor in Council for appointment to the Board a number at least equal to twice the number of governors whose terms are due to expire before the next general meeting.

 

IV      Board meeting

 

4.01    The date and place of meetings of the Board shall be set by resolution at the first meeting of the Board which shall follow the close of the first annual general meeting. A copy of such resolution shall be sent to every governor. Extraordinary meetings may be called by the Executive Committee at any time.

 

4.02    Notice of any Board meeting, specifying the time and place thereof, and in the case of an extraordinary meeting the business to be conducted, shall be given either orally or in writing to each governor not less than five (5) working days before the meeting is to take place.

 

4.03    A quorum at a Board meeting shall consist of eight (8) voting governors.

 

4.04    If a quorum is not present within fifteen minutes after the time appointed for the meeting, and a majority of those present do not agree to an extension of time for the meeting, the Board shall not convene.

 

4.05    The Chairman, or in his absence, the Vice-Chairman, shall preside as chairman at a meeting of the Board. If neither is present, the governors may appoint one of their numbers as chairman for that meeting.

 

4.06    Each governor present at a meeting of the Board shall have one vote.

 

4.07    Motions and resolutions shall be passed if assented to by a majority of the Board members then present.

 

V        Committee meetings

 

5.01    A meeting of any committee may be called at any time by the committee chairman.

 

5.02    Notice of any committee meeting, specifying the time and place thereof, shall be given either orally or in writing to each member of the committee not less than five (5) working days before the meeting is to take place.

 

5.03    The quorum for a committee meeting shall be a majority of the members of that committee, save that at its first meeting following the annual general meeting each committee may determine that a different number of committee members shall constitute a quorum for that committee.

 

VI      Powers and duties of the board

 

6.01    Subject to Section 11 of the Art Gallery of Nova Scotia Act, Chapter 22, R.S.N.S. 1989, the Board may by resolution exercise the powers set out therein and any other powers incidental thereto.

 

6.02    It shall be the duty of every governor who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Gallery to declare such interest to the Board.

 

VII     Officers

 

7.01    At the first meeting of the Board following each annual general meeting, the governors shall elect from their number a chairman and a vice-chairman, and shall appoint a secretary and a treasurer, each to hold office until the next annual general meeting.

 

7.02    If an officer elected by the Board proves unable to complete his term, the Executive Committee may appoint a person to serve the remainder of that term.

 

7.03    Officers appointed by the Board shall continue to exercise their powers and responsibilities following the expiration of their terms until such time as the Board appoints new officers.

 

7.04    The Chairman shall not hold office for more than two (2) consecutive terms.

 

7.05    The Secretary shall perform such duties as may be assigned to him by the Board from time to time.

 

7.06    The Treasurer shall perform such duties as may be assigned to him by the Board from time to time.

 

7.07    The Director shall be the Chief Executive Officer of the Gallery and responsible for the day-to-day operations including supervision of employees of the Gallery, [and] to take all actions and assume all responsibilities for the hiring and discharge of employees of the Gallery as is consistent with Section 8 of the Art Gallery of Nova Scotia Act.

 

VIII   Committees

 

8.01    The Board shall establish the following committees:

 

Executive Committee;

Acquisition Committee;

Development Committee;

Membership Committee;

Volunteer Committee;

Premises Committee;

Nominating Committee; and

Finance Committee,

 

and each committee shall perform such functions as the Board from time to time may assign to them by resolution.

 

8.02    Membership of any committee shall be determined by the Board save that (1), the Director shall be a member of all committees but without voting privileges, and (2), the Executive Committee shall have at least the following members:

 

Board Chairman,

Vice-Chairman,

Secretary;

Treasurer;

Deputy Minister of Communities, Culture and Heritage; and

Director.

[Note: the reference to the Department of Tourism and Culture has been updated in accordance with Order in Council 2011-15 under the Public Service Act, R.S.N.S. 1989, c. 376, effective January 11, 2011.]

 

8.03    The Board may establish ad hoc committees from time to time provided that the motion to establish an ad hoc committee shall include the terms of reference and the date a report is expected from that committee.

 

 

IX      Audit of accounts

 

9.01    The auditor of the Gallery shall be appointed annually at the annual general meeting.

 

X        Repeal and amendment of by-laws

 

10.01  No amendment, alteration or addition to the by-laws shall be proposed unless five (5) days notice thereof in writing, setting forth the proposed change, shall have been given prior to the meeting of the Board at which the change is to be considered. To be effective any change must be approved by a three-quarters majority of governors present and approved by the Governor in Council.

 

XI      Miscellaneous

 

11.01  The Board may by resolution establish capital funds into which may be paid certain membership fees and such other funds owned by the Gallery as the Directors [governors] may from time to time determine.

 

11.02  The fiscal year of the Gallery shall be the period from April 1 in any year to March 31 in the year next following.