Siamsa constitution and bylaws
Posted April 10, 2003 (as proposed), adopted December 2003.
These were developed by Siamsa boards of the last 3 years (2000-2003), under Directorships of Patrick Barthe, Sheila McGovern, and Emily Andrews. We are particularly indebted for this good work to Dianne Connolly, who initially proposed them and wrote the early drafts, and to Sheila, who edited them to a point where the board was satisfied. They state the minumum principles and rules for governing Siamsa: many possible details were deliberately omitted to enable flexibility.
- mission and objectives (Constitution, 2 and 3)
- priniciples of volunteerism and cost-recovery (Constitution, 4)
- who is a voting member (Bylaws, 1)
- administrative structure: 5 board members and their roles (Bylaws, 7-10)
- a process for amending the constitution and bylaws (Constitution, 7-9)
- establishment of an auditing committee (Bylaws, 6)
They define procedures to follow in the event of:
- dissolution of the school (Constitution, 10 and Bylaws, 16)
- replacement of the current board including normal change at the annual meeting, unplanned vacancies, and impeachment (Bylaws, 4-5 and 11-13)
1.1. There shall be a Siamsa Irish Music School, herein referred to as "the Society".
1.2. The Society shall be known as Siamsa-School of Irish Music and Siamsa-École de musique irlandaise and Siamsa-Scoil Cheolta Eireann.
2.1. The Mission of the Society shall be to promote Irish culture.
3.1 The Objectives of the Society shall be to educate members about Irish music, Irish song, Irish dance and Irish literature; to develop among the general public an appreciation for Irish culture; to promote the Irish cultural tradition; and to foster camaraderie among members.
4.1. The Principles of the Society shall be as follows:
4.1.1. Volunteerism: The Society shall operate through volunteers, subject to exceptions for music school teachers and band members and dance-callers performing at Ceilis.
4.1.2. Cost Recovery: Activities of the Society shall operate on a cost recovery basis.
5.1. The activities of the Society shall be to constitute a Music School offering group lessons; and to be involved with Special Projects relating to Irish culture, Irish music, Irish song, Irish dance and Irish literature.
6. APPLICATION OF THE CONSTITUTION
6.1. The Society shall be governed by the present Constitution under the authority of the various statutes of the Governments of Canada and Quebec, and the Articles of Incorporation of the Society granted April 7, 1995, by l'Inspecteur général des institutions financiers.
7. AMENDMENT OF THE CONSTITUTION
7.1. Any Amendment to the present Constitution shall require:
7.1.1. The recommendation of a Board of Directors Special Constitution Revision Committee; and
7.1.2. A two-third vote of the Board of Directors at a meeting called for that purpose; and
7.1.3. A two-thirds vote of the General Assembly at a Special Meeting called for that purpose.
8. APPLICATION OF BYLAWS
8.1. The Society shall be governed by the Bylaws under the authority of the Constitution.
9. REVISION OF BYLAWS
9.1. The addition of a new Bylaw or amendment of an existing Bylaw shall require:
9.1.1. A majority vote of the Board of Directors at a meeting called for that purpose; and
9.1.2. A majority vote of the General Assembly at a Special Meeting called for that purpose.
10.1 Should this Society ever be dissolved, the funds remaining at that time shall be forwarded to a non-profit society of the Province of Québec having similar objectives.
The following shall be Society Members :
1.1 Students registered in the current semester of the Music School or having been registered in any of the immediate previous three semesters of the Music School; and
1.2 Current and Past Volunteer Instructors; and
1.3 Current and Past Members of the Board of Directors; and
1.4 Members of all Standing and Special Committees; and
1.5 Society Volunteers recognized as such by resolution of the Board of Directors or the General Assembly.
1.6 The General Membership shall consist of the Society Members who are 18 years of age or older. The Youth Membership shall consist of the Society Members who are younger than 18.
2. HONOURARY LIFETIME MEMBERSHIP
An Honourary Lifetime Membership shall be awarded to a General Member for Notable and Extended Service to the Society upon recommendation of the Board of Directors and granted by resolution with majority support of General Members voting at an Annual Meeting. An Honourary Lifetime Member may concurrently be a General Member.
3. GENERAL ASSEMBLY
The membership of the General Assembly shall consist of:
A. General Members, voting; and
B. Honourary Lifetime Members and Youth Members, nonvoting.
The Chair of the General Assembly shall be the Society Director, and the Recording Secretary of the General Assembly shall be the Society Secretary. Notice of a General Assembly meeting shall be served by the Director. No less than twenty (20) voting members are needed to constitute a quorum.
4. ANNUAL MEETING
There shall be a General Assembly Annual Meeting every year, during May. The Annual Meeting shall result from the call of the Board of Directors no later than the last day of March in every year or by written call of no less than seven (7) voting members to the Chair of the Board of Directors no earlier than the first day of April in every year and no later than twenty (20) days prior to the Annual Meeting. The Annual Meeting shall be limited to the business specified within the meeting call, which shall include the following:
A. The Adoption of the Orders of the Day; and
B. The Adoption of the Minutes of prior meetings of the General Assembly; and
C. The Adoption of the Report of the Society Director; and
D. The Adoption of the Report of the Society Treasurer; and
E. The Adoption of the Auditing Committee's Report; and
F. The Nomination of Officers for the next year; and
G. The Election of Officers.
5. SPECIAL MEETINGS
A General Assembly Special Meeting shall result from the call of the Board of Directors or the written call of fifteen (15) voting members to the Chair of the Board of Directors no later than thirteen (13) days prior to the Special Meeting. A Special Meeting shall be limited to the business specified within the meeting call.
6. AUDITING COMMITTEE
The General Assembly Standing Auditing Committee shall be appointed by the Board of Directors upon the recommendation of the Society Treasurer and on behalf of the General Assembly no later than the last day of March. This committee shall consist of two (2) General Members who are not Board Members. This committee shall audit the Society Treasurer's accounts at the close of the fiscal year and report its findings to the Annual Meeting.
7. BOARD OF DIRECTORS
The Board of Directors shall consist of the following voting members:
A. The Society Director;
B. The Society Secretary;
C. The Society Treasurer, and
D. Two members-at-large.
The Chair of the Board of Directors shall be the Society Director, and the Recording Secretary of the Board of Directors shall be the Society Secretary. The presence of no less than a majority of the membership of the Board of Directors shall be necessary to constitute a meeting of the Board of Directors. There shall be a meeting of the Board of Directors within the first forty-five days following the Annual Meeting, and meetings as warranted during the school year. The Board of Directors shall meet as the result of the call of the Chair or any two Directors no less than forty-eight hours prior to the meeting.
8. SOCIETY DIRECTOR
The Society Director shall be the Chief Executive Officer of the Society. He shall be responsible for overall operation of the Society, including the following:
A. Implementing of the Mission, Objectives, Principles and Activities of the Society; and
B. Implementing of the decisions of the General Assembly and the Board of Directors; and
C. Chairing the meetings of the General Assembly and the Board of Directors; and
D. Officially speaking on behalf of the Society.
9. SOCIETY SECRETARY
The Society Secretary shall be the Chief Administrative Officer of the Society. He shall be responsible for the administration of the Society, including the following:
A. Maintaining a record of the meetings of the General Assembly and the Board of Directors; and
B. Maintaining an updated membership list.
10. SOCIETY TREASURER
The Society Treasurer shall be the Chief Financial Officer of the Society. He shall be responsible for the finances of the Society, including the following:
A. Maintaining a written record of the financial transactions of the Society; and
B. Attending to the banking requirements of the Society; and
C. Receiving monies and making payments as required by the Society; and
D. Recommending the appointment of members to the Auditing Committee.
11. SELECTION OF OFFICERS
An Officer shall be a General Member of the Society. Officers shall be selected as follows:
A. At the Annual Meeting, nominations shall be permitted from the floor.
B. Officers shall be elected by show of hands or, if requested, by secret ballot.
C. To be elected, a candidate must receive a majority vote.
D. The term of an Officer shall begin at the close of the Annual Meeting at which he was elected, and last until the close of the following Annual Meeting.
12. INTERIM OFFICERS
In the case of the vacancy in any Office, the Board of Directors may appoint a General Member as Interim Officer at a meeting called for that purpose. The term of an Interim Officer shall begin at the close of the Meeting of the Board of Directors at which he is appointed, and last until the close of the following Annual Meeting.
13. IMPEACHMENT OF OFFICERS
An Officer may be impeached as follows:
A. At a Special Meeting called for that purpose, the Board of Directors shall present its charges.
B. The Officer facing impeachment shall be given the opportunity to defend such charges.
C. To be impeached, a resolution supporting the charges shall require the support of two-thirds of General Members voting at the meeting.
An Interim Officer may be impeached as follows: -
A. At a meeting called for that purpose, the Board of Directors shall present its charges.
B. The Interim Officer facing impeachment shall be given the opportunity to defend such charges.
C. To be impeached, a resolution supporting the charges shall require the support of two-thirds vote of the membership of the Board of Directors.
14. VOLUNTEER INSTRUCTORS
Volunteer Instructors shall be appointed by the Board of Directors on a semester-by-semester basis according to teaching ability, proficiency in the area of instruction, and commitment to the Society. The Board of Directors shall pay each Volunteer Instructor an honorarium to be determined by the Board.
The fiscal year of the Society shall begin on the first day of May of every given year and end on the last day of April of the following year. Solely the Board of Directors shall be entitled to authorize expenditures. No fewer than two of the following Officers' signatures shall be required to effect expenditures:
A. The Society Treasurer; and
B. The Society Director; and
C. The Society Secretary.
Should a majority of the Board of Directors agree that the time has come to dissolve the Society, the Board shall present a resolution to the General Assembly calling for Dissolution of the Society at a Special Meeting called for that purpose.
Adoption of the resolution will require the support of a majority of voting members who are present at the Special Meeting.
If the resolution is defeated, the Board of Directors may resign and call for the election of a new board.
If an insufficient number of people are elected to constitute a new board, then the Board of Directors which introduced the resolution shall proceed with the Dissolution of the Society in accordance with the Society's Constitution.
17. PARLIAMENTARY AUTHORITY
The Society shall be governed by the rules contained in the most recent public domain edition of Robert's Rules of Order in all cases to which they are applicable, under the authority of the Bylaws.