The Fernie and District Arts Council
Constitution
1. The name of the Society is “Fernie & District Arts Council.” In branding and the public eye,
the association will be known as The Arts Station.
2. The object of the Arts Station will be to provide a variety of opportunities for residents and
visitors to the City of Fernie and surrounding areas to participate in a broad variety of cultural
activities.
Mission Statement:
By building connections and partnerships, The Arts Station encourages, fosters and
supports artistic and cultural opportunities in the Elk Valley.
3. The operations of the Society are to be chiefly carried out in Fernie, B.C. as directed by the
Board of Directors guided by the strategic plan.
Dissolution
4. In the event of the dissolution of the Society, none of the assets will be available to the
members. Any remaining assets beyond of the liabilities settlement and the expected cost of
dissolution will be distributed to registered Canadian “charitable organizations” with similar
objectives and purposes as the Board of Directors determine by resolution. This provision is
unalterable.
By-Laws
The Board of Directors
5. The Board shall consist of nine At-large Directors and one ex officio member appointed from
the City of Fernie Council. If the Past President is remaining on the Board, they will assume the
position of Past President within the Arts Station officers the following year and will remain on
the Board for that year. The At-Large Directors will be elected at the AGM as needed to fill the
open positions.
6. Terms will be two years with five members having terms expiring on the odd years and four
members having terms expiring on the even years.
7. The Board of Directors will be elected at the Annual General Meeting (AGM). All nominated
potential Board members must be members in good standing and sign a consent form prior to
nomination. The top eligible balloted members will be elected and assume office immediately
after the election.
8. The Board members will serve without remuneration.
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9. At the first Board meeting after the AGM, the Board members shall elect the officers-President, Vice President, Secretary, Treasurer and with the laast officer being the carry-over
optional position of Past President. All officer terms will be for one year.
10. Board meetings will be held at least once a quarter.
11. Votes on motions shall be carried with a simple majority vote of those present except in
noted exceptions requiring a super majority (seven of nine sitting members)
12. A special General Meeting may be called of the members of the Arts Station with the vote of
seven of the nine sitting Board members or by petition of 10% of the Arts Station members in
good standing.
13. A special vote may be taken by electronic means between regular Board meetings. Any
motions must carry by a super majority.
14. A Board member may only be removed by a vote greater than two-thirds of The Arts Station
members present at a special General Meeting or at the AGM.
15. Board members who resign or are not able to complete their term will be replaced by
nomination to the Board from both the Board and members of the Arts Station. In the case of
multiple nominations, the Board will vote successive ballots. After each ballot, the nominee
accumulating the least votes will be dropped until a single nominee receives a majority vote. The
new Board member will serve until the next AGM. The replacement of that Board Director’s
position for balance of the un-served term will be part of the Director’s election at that AGM.
Members
16. The Board will set levels of membership and dues.
17. Any person, family or organization may be a member of the Arts Station by paying the
annual dues as set by the Board.
18. Any person, family or organization with dues paid to the current date is considered a member
in good standing.
19. Membership ceases upon the expiration of the annual dues payment unless renewed.
Meetings
20. The Annual General Meeting will be held in May. At least 30 days prior, notice will be sent
by regular mail or by email (as per the member’s preference) stating the date, time and agenda.
21. A special General Meeting may be called with a minimum of 14 days notice by either a super
majority of the Board or by petition of 10% of the members in good standing. The notice and
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agenda will be sent by regular mail or by email (as per the member’s preference) stating the date,
time and agenda for the proposed meeting.
22. The quorum for a Board meeting must be more than half the sitting voting Board members.
23. The quorum for a General Meeting and for the AGM is 12 members beyond the attending
Board members
24. Only members in good standing and present at meetings are eligible to vote. Each
membership is allowed one vote. There will be no proxy votes.
Financials
25. The fiscal year will be May 1 to April 30. A duly qualified accountant shall audit the books,
accounts and records of the Society at least once each year and complete and proper statement of
the standing of the books for the previous year shall be submitted by the auditor at the AGM.
26. All income and expenses generated by the Arts Station shall be accounted for in a manner
consistent with modern accounting methods. The Board with the advice of the Treasurer and the
Auditor will determine the appropriate accounting method. Upon giving reasonable notice, any
member of the society may inspect the books and records of the society during normal business
hours. Members of the Board shall at all times have access to the books and records of the
society.
27. For the purpose of its objects, the Board may borrow funds as needed with a super majority
vote (seven of nine in favor). No bonds or debentures may be issued by the Society unless
approved by a two-thirds vote at a special General Meeting or the AGM.
28. There shall be four signing authorities on cheques issued by The Arts Station (the Fernie and
District Arts Council). Signatures from any two of the following must be on each cheque;
Administrator, President, Vice-President, Treasurer.
Minutes and Financial Records
29. The preparation of the minutes shall be by, or overseen by, the elected Secretary.
30. The minutes and all financial records will be kept at the Arts Station office and available for
inspection by appointment with reasonable written notice (two to three business days) to any
member in good standing of the Arts Station.
31. The Constitution and By-Laws may be amended by resolution at the AGM or a special
General Meeting. The proposed changes must be distributed with the notice and agenda of the
meeting. Amendments must pass by a vote of two-thirds or greater.
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