Bylaws

Siamsa Constitution and Bylaws

1. APPROVALS

The approval/re-approval of this document prior to issue or re-issue is the responsibility of the Siamsa Montreal School of Irish Music Board Directors. Any amendments and changes to this document will adhere to the requirements as outlined in section 6.7 of this document. 

Version # Role Name Date Approved by
1.0 Board Directors of 2000 through 2003 Patrick Barthe
Sheila McGovern
Emily Andrew		 2000 to 2003 Initial uncontrolled version 1.0
 2.x  Board Directors 2017 Philippe Murphy, Director
Gord Fisch, Secretary
Richard O’Donoughue, Treasurer   
Dan Dupuis, Member
Paul Cunningham, Member
Elizabeth-Lynn Doiron, Member		 September 2017

Partial approval:
Special meeting - December 7, 2017

Final approval:
School AGM - May 3, 2018

 

 

2. KEY CONTACTS

List of Current Board Members

 

3. REVISION HISTORY 

Version # Pages Revision Details Date Approved by
1.0 (initial) All Initial version December 2003 Patrick Barthe
Sheila McGovern
Emily Andrew
2.0 All Under revision June 2017 Initial draft version updated
2.1 All Finalized draft for board approval September 27, 2018 Philippe Murphy, Director
Elizabeth-Lynn Doiron, Secretary
Richard O’Donoughue, Treasurer   
Dan Dupuis, Member
Paul Cunningham, Member

 

 

4. DOCUMENT CONTROL

This is a controlled document. The online version of the document at http://siamsa.org/en/about-us/bylaws is considered the most current and controlled version. All printed versions, copies, and other representations - static or electronic – may not contain the most recent information and are considered for reference only.

4.1. Effective Date

The effective date of this document is defined by the most recent update to the Revision History Table within the current online version.

4.2. Distribution

All Society members and the public at large have access to this document via http://siamsa.org/en/about-us/bylaws

4.3. Review Period

This document will be reviewed annually or as major changes occur.

 

 

5. POLICY OVERVIEW

Siamsa – Montreal School of Irish Music, hereon referred to as “The Society”, shall be governed by the present Constitution and bylaws 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. This document defines the highlights, specifications, and procedural definitions for The Society and board.

5.1. Highlights:

    • mission and objectives (Constitution, 2 and 3)
    • principles of volunteerism and cost-recovery (Constitution, 4)

5.2. Specifications:

    • who is a voting member (Bylaws, 1)
    • administrative structure: 5 to 9 board members and their roles (Bylaws, 7-10)
    • a process for amending the constitution and bylaws (Constitution, 7-9)
    • establishment of an Audit Committee (Bylaws, 6) (refer to appendix 8.1)

5.3. Procedural Definitions 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) 

 

 

6. CONSTITUTION

6.1. Designation

6.1.1. There shall be a Siamsa Irish Music School, herein referred to as "the Society".
6.1.2. The Society shall be known as Siamsa-School of Irish Music and Siamsa-École de musique irlandaise and Siamsa-Scoil Cheolta Eireann.

6.2. Mission

6.2.1. The Mission of the Society shall be to promote Irish culture.

6.3. Objectives

6.3.1. 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 and appreciation for Irish culture;
      • to promote the Irish cultural tradition; and
      • to foster camaraderie among members.

6.4. Principles

6.4.1. The Principles of the Society shall be as follows:

      1. Volunteerism: The Society shall operate through volunteers, subject to exceptions for music school teachers and band members and dance-callers performing at Ceilis.
      2. Cost Recovery: Activities of the Society shall operate on a cost recovery basis.

6.5. Activities

6.5.1. 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.

6.6. Application of the Constitution

6.6.1. 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.

6.7. Amendment of the Constitution

6.7.1. Any Amendment to the present Constitution shall require:

      1. The recommendation of a Board member; and
      2. A two-third vote of the Board of Directors at a meeting called for that purpose; and
      3. A two-thirds vote of active members on proposals presented to meetings called for that purpose, and presented via siamsa.org for review by non-present members. Voting may occur at the meeting and via electronic means.

6.8. Application of Bylaws

6.8.1. The Society shall be governed by the Bylaws under the authority of the Constitution.

6.9. Revision of Bylaws

6.9.1. The addition of a new Bylaw or amendment of an existing Bylaw shall require:

      1. A majority vote of the Board of Directors at a meeting called for that purpose; and
      2. A majority vote of the General Assembly at a Special Meeting called for that purpose.

6.10. Dissolution

6.10.1. 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.

 

 

7. BYLAWS

7.1. Membership

7.1.1. The following shall be Society Members:

      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
      2. Current and Past Volunteer Instructors; and
      3. Current and Past Members of the Board of Directors; and
      4. Members of all Standing and Special Committees; and
      5. Society Volunteers recognized as such by resolution of the Board of Directors or the General Assembly.

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.

7.2. Honourary Membership

7.2.1. 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.

7.2.2. An Honourary Lifetime Member may concurrently be a General Member.

7.3. General Assembly

7.3.1. The membership of the General Assembly shall consist of:

      1. General Members, voting; and
      2. Honourary Lifetime Members and Youth Members, nonvoting.

7.3.2. The Chair of the General Assembly shall be the Society Director, and the Recording Secretary of the General Assembly shall be the Society Secretary.

7.3.3. Notice of a General Assembly meeting shall be served by the Director.

7.3.4. No less than twenty (20) voting members are needed to constitute a quorum.

7.4. Annual Meeting

7.4.1.There shall be a General Assembly Annual Meeting every year, during May.

7.4.2. 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

7.4.3. 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.

7.4.4. The Annual Meeting shall be limited to the business specified within the meeting call, which shall include the following:

      1. The Adoption of the Orders of the Day; and
      2. The Adoption of the Minutes of prior meetings of the General Assembly; and
      3. The Adoption of the Report of the Society Director; and
      4. The Adoption of the Report of the Society Treasurer; and
      5. The Adoption of the Auditing Committee's Report which was presented at the last general assembly meeting; and
      6. The Nomination of Officers for the next year; and
      7. The Election of Officers.

7.5. Special Meetings

7.5.1. 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.

7.5.2. A Special Meeting shall be limited to the business specified within the meeting call.

7.6. Audit Committee

7.6.1. The general Assembly Standing Audit 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 May.

7.6.2. This committee shall consist of two (2) General Members who are not Board Members.

7.6.3. This committee shall audit the Society Treasurer's accounts at the close of the fiscal year; and

7.6.4. Report its findings to the General Assembly.

7.7. Board of Directors

7.7.1. The Board of Directors shall consist of the following voting members:

      1. The Society Director; and
      2. The Society Secretary; and
      3. The Society Treasurer; and
      4. Two or more members-at-large as deemed necessary for activity coverage.

7.7.2. The Chair of the Board of Directors shall be the Society Director; and

7.7.3. The Recording Secretary of the Board of Directors shall be the Society Secretary.

7.7.4. 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.

7.7.5. 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.

7.7.6. 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.

7.8. Society Director

7.8.1. 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:

      1. Implementing of the Mission, Objectives, Principles and Activities of the Society; and
      2. Implementing of the decisions of the General Assembly and the Board of Directors; and
      3. Chairing the meetings of the General Assembly and the Board of Directors; and
      4. Officially speaking on behalf of the Society.

7.9. Society Secretary

7.9.1. 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:

      1. Maintaining a record of the meetings of the General Assembly and the Board of Directors; and
      2. Maintaining an updated membership list.

7.10. Society Treasurer

7.10.1. 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:

      1. Maintaining a written record of the financial transactions of the Society; and
      2. Attending to the banking requirements of the Society; and
      3. Receiving monies and making payments as required by the Society; and
      4. Recommending the appointment of members to the Auditing Committee.

7.11. Selection of Officers

7.11.1. An Officer shall be a General Member of the Society. Officers shall be selected as follows:

      1. At the Annual Meeting, nominations shall be permitted from the floor.
      2. Officers shall be elected by show of hands or, if requested, by secret ballot.
      3. To be elected, a candidate must receive a majority vote.
      4. 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.

7.12. Interim Officers

7.12.1. 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.

7.12.2. 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.

7.13. Impeachment of Officers

7.13.1. An Officer may be impeached as follows:

      1. At a Special Meeting called for that purpose, the Board of Directors shall present its charges.
      2. The Officer facing impeachment shall be given the opportunity to defend such charges.
      3. To be impeached, a resolution supporting the charges shall require the support of two-thirds of General Members voting at the meeting.

7.13.2. An Interim Officer may be impeached as follows:

      1. At a meeting called for that purpose, the Board of Directors shall present its charges.
      2. The Interim Officer facing impeachment shall be given the opportunity to defend such charges.
      3. To be impeached, a resolution supporting the charges shall require the support of two-thirds vote of the membership of the Board of Directors.

7.14. Volunteer Instructors

7.14.1. 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.

7.14.2. The Board of Directors shall pay each Volunteer Instructor an honorarium to be determined by the Board.

7.15. Finance

7.15.1. The fiscal year of the Society shall begin on the first day of July of every given year and end on the last day of June of the following year.

7.15.2. Solely the Board of Directors shall be entitled to authorize expenditures.

7.15.3. No fewer than two of the following Officers' signatures shall be required to effect expenditures:

      1. The Society Treasurer; and
      2. The Society Director; and
      3. The Society Secretary.

7.16. Dissolution

7.16.1. Should a majority of the Board of Directors agree that the time has come to dissolve the Society the Board shall:

      1. Present a resolution to the General Assembly calling for Dissolution of the Society at a Special Meeting called for that purpose.
      2. Adoption of the resolution will require the support of a majority of voting members who are present at the Special Meeting.
      3. If the resolution is defeated, the Board of Directors may resign and call for the election of a new board.
      4. 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.

7.17. Parliamentary Authority

7.17.1. 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.

 

 

8. APPENDIX

8.1. Audit Committee

8.1.1. Establishment of the Audit Committee

The purpose of the Audit Committee is to ensure the Society, operating as a non-profit entity, demonstrates reasonable transparency in its fiscal reporting. The purpose of the annual audit is to provide clarity to all members of income and expenses, and identify any gaps for which improvement in processing can be obtained.

An Audit Committee shall:

      1. Be assigned by the Board of Directors and shall consist of a minimum of two (2) non-board members. The Board will request and seek volunteers at the May Annual Meeting to conduct an audit review of the treasury following fiscal year end after the last day of June.
      2. Conduct the independent audit for the prior scholastic fiscal between the months of August and October and prepare their findings report to be presented at the General Assembly in December.

8.1.2. Audit Committee Process and Report

The Audit Committee will conduct a review of income and expenses related to:

      1. Classes
      2. Siamsa sponsored ceilis
      3. Other sponsored ceilis
      4. Workshops
      5. Promotional items
      6. Refunds
      7. Liability insurance
      8. Other operating costs

The committee report will include:

      1. A summary of their review of all collections and payables for the previous scholastic; and
      2. A list of any discrepancies in the following manner:
        1. Any discrepancies in the list of registrants for the year versus fees collected; and
        2. Any discrepancies of teacher and teacher assistant expenses; and
        3. Any discrepancies in rent and rent expenses; and
        4. Any expenses with missing receipts, invoices, or explanatory description of expense.

8.2. Historical Content

Posted April 10, 2003 (as proposed), adopted December 2003.

The initial bylaws and constitution 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 were formally reviewed and modified by the current board of summer 2017. Of which amendments recommendations are planned to be presented to the Winter 2017 General Assembly for approval.

8.3. Revision History

This document was last revised/updated 09/27/2018

Section Original Proposed Justification Approval 
5.2 (4th bullet) Establishment of an auditing committee (Bylaws, 6) Establishment of an Audit Committee (Bylaws, 6) (Refer to appendix 8.1) Document was lacking process description for establishing an Audit Committee and its mandate. This has been added to appendix 8.1 Approved
2017/12/07
6.7.1 a) The recommendations of a Board Member Special Constitution Revision Committee. The recommendation of a Board Member. Excessive unnecessary administrative level. All members have access to the constitution and bylaws and may submit amendment suggestions/recommendations to a board member at any time. Approved
2017/12/07
6.7.1 c) A two-thirds vote of the General Assembly at a Special Meeting called for that purpose. A two-thirds vote of active members on proposals presented to meetings called for that purpose, and presented via siamsa.org for review by non-present members.
Voting may occur at the meeting and via electronic means.		 Member engagement Approved
2018/05/03
7.4.4 e) The adoption of the Audit Committee report. The adoptions of the Audit Committee report presented at the last General Assembly. To align with proposed changes to fiscal year start and end. Approved
2017/12/07
7.6.1 The general Assembly Standing Audit 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. The general Assembly Standing Audit 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 May. To align with proposed changes to fiscal year start and end. Approved
2017/12/07
7.6.4 Report its findings to the Annual Meeting.  Report its findings to the General Assembly. To align with proposed changes to fiscal year start and end to allow for report to be presented at the winter General Assembl Approved
2017/12/07
7.7.1 d) Two members at large. Two or more members at large as deemed necessary for activity coverage. Having additional members helps to alleviate the administrative load per volunteer member as well as ensure participatory coverage at events to cover for vacation and absences. Approved
2017/12/07
7.15.1 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. The fiscal year of the Society shall begin on the first day of July of every given year and end on the last day of June of the following year. Given that School activities continue beyond the last day of April, and ongoing monies owed continue to close out the previous year’s activity, the board is recommending changing the fiscal year start and end dates to better reflect income versus expenses for the whole year. Approved
2017/12/07
8.1 NIL Establishing an Audit Committee The document was lacking in steps for the establishment of an Audit Committee, along with Audit Committee process and expectations/deliverables.
The board recommends adding this additional element to the constitution and bylaws.		 Approved
2017/12/07