Art Gallery of Nova Scotia By-laws

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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 andfulfillment of the applicable qualifications, shall be eligible to be a member ofthe 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 payan annual fee of $5;


“student” members must be between the ages of 13 and 21 years enrolled morethan 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 feeof $15;


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


“family” members must be members of a family consisting of one or morespouses 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 aboveliving outside the Halifax/Dartmouth metro area, and pay in total a combinedannual fee of $25;


“group” members must be [a] companies, organizations or associations that rentart 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 peryear;


               (b)   “patrons” - who contribute to the Gallery between $450 and $750 peryear; 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 ordissolution, 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 referto persons of both sexes as well as to associations, partnerships or corporations.) The membership of any member shall cease upon his no longer qualifying formembership under these by-laws.


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


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


II        General meetings


2.01    The general meeting of the membership shall be held annually at the Gallery, orsuch other place within Nova Scotia as the Board determines, within onehundred 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 beheld at the Gallery, or such other place within Nova Scotia as the Boarddetermines.


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


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


2.05    If within one half-hour from the time appointed for the meeting a quorum is notpresent, the meeting shall stand adjourned to such time and place as a majority ofthe members then present shall direct and if at such adjourned meeting a quorumis 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 theChairman nor Vice-Chairman is present, the members present shall choose oneof their number to be chairman for that meeting.


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


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


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


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


consideration of such other matters as are properly brought before themeeting.


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


2.09    The Chairman may, with the consent of the meeting, adjourn any meeting of themembers from time to time and from place to place, but no business shall beconducted at any adjourned meeting, other than the business left unfinished atthe 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 carriedand an entry to that effect in the minutes of the meeting shall be sufficientevidence of that fact, without proof of the number or proportion of the membersrecorded in favour of or against such resolution.


2.11    If a poll is demanded in [the] manner aforesaid, the same shall be taken in suchmanner as the chairman may prescribe and the result of such poll shall bedeemed 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 personsover 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 reviewedby the Nominating Committee.


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


3.04    From among the persons whose names are forwarded to it by the NominatingCommittee, the Board shall recommend to the Governor in Council forappointment to the Board a number at least equal to twice the number ofgovernors 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 firstmeeting of the Board which shall follow the close of the first annual generalmeeting. 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 thecase of an extraordinary meeting the business to be conducted, shall be giveneither orally or in writing to each governor not less than five (5) working daysbefore 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 themeeting, and a majority of those present do not agree to an extension of time forthe meeting, the Board shall not convene.


4.05    The Chairman, or in his absence, the Vice-Chairman, shall preside as chairmanat a meeting of the Board. If neither is present, the governors may appoint oneof 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 Boardmembers then present.


V        Committee meetings


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


5.02    Notice of any committee meeting, specifying the time and place thereof, shall begiven either orally or in writing to each member of the committee not less thanfive (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 thatcommittee, save that at its first meeting following the annual general meetingeach committee may determine that a different number of committee membersshall 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 thereinand any other powers incidental thereto.


6.02    It shall be the duty of every governor who is in any way, whether directly orindirectly, interested in a contract or arrangement or proposed contract orproposed 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, thegovernors shall elect from their number a chairman and a vice-chairman, andshall appoint a secretary and a treasurer, each to hold office until the next annualgeneral meeting.


7.02    If an officer elected by the Board proves unable to complete his term, theExecutive 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 andresponsibilities following the expiration of their terms until such time as theBoard 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 Boardfrom time to time.


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


7.07    The Director shall be the Chief Executive Officer of the Gallery and responsiblefor the day-to-day operations including supervision of employees of the Gallery,[and] to take all actions and assume all responsibilities for the hiring anddischarge of employees of the Gallery as is consistent with Section 8 of the ArtGallery 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 timemay 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,




Deputy Minister of Communities, Culture and Heritage; and

[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 themotion to establish an ad hoc committee shall include the terms of reference andthe 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 generalmeeting.


X        Repeal and amendment of by-laws


10.01  No amendment, alteration or addition to the by-laws shall be proposed unlessfive (5) days notice thereof in writing, setting forth the proposed change, shallhave been given prior to the meeting of the Board at which the change is to beconsidered. To be effective any change must be approved by a three-quartersmajority 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 paidcertain membership fees and such other funds owned by the Gallery as theDirectors [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 toMarch 31 in the year next following.