Women’s Art Society of Montreal
Association Culturelle des Femmes de Montreal
1967 – 2000 – 2011 -2018
By-Law 1 NAME
The name of the Corporation shall be Women’s Art Society of Montreal; Association Culturelle des Femmes de Montreal
By-Law 2 HEAD OFFICE
The head office of the Corporation is at Montreal in the District of Montreal, in the Province of Quebec.
By-Law 3 SEAL
The Seal, an impression whereof is stamped on the margin hereof, is the seal of the Corporation.
By-Law 4 PURPOSE
To create a general interest and to encourage a higher standard in all arts.
To hold exhibitions of painting, sculptures, engravings and designs in the City of Montreal and elsewhere.
To promote lectures dealing with art, literature, and music.
To acquire the real and personal property and all assets interests, rights, credits and effects of the Women’s Art Society of Montreal and to acquire donation, purchase or lease all such further real and personal property as required for its actual use and occupation or to carry out its objects.
To do such other things as are conducive or incidental to attain the objects of the Corporation.
By-Law 5 MEMBERSHIP
Article 1. CLASSES OF MEMBERS
(a) Voting Members – Any persons eighteen years of age or over residing in or within 100 kilometres of the limits of the Montreal Urban Community may become a voting member.
(b) Honorary Members – Any member who has rendered long and distinguished service to the Society may be awarded an honorary membership upon the unanimous vote of the Board of Directors.
Article 2. FEES
The annual membership fee and any other fees deemed necessary shall be set by the Board of Directors and will be effective upon approval of the members at an Annual General Meeting.
Article 3. REMOVAL
(a) Any member who infringes the by-laws of the Society or conducts themselves in a manner deemed to be detrimental to the Society may be removed from membership by two-thirds majority vote at a regular or special meeting of the Board of Directors. A notice of the meeting must be delivered by registered mail or in person to the said member not less than ten (10) days prior to said meeting.
(b) The said member may attend the Board of Directors meeting and make such representations as they deem desirable.
By-Law 6 BOARD OF DIRETCORS
Article 1. ADMINISTRATION
The affairs of the Women’s Art Society of Montreal shall be administered by a Board of Directors whose services shall not be remunerated from the membership fees.
Notwithstanding the generality of the foregoing, a Board member may be remunerated from other sources (grants, government funding, donations, etc.) or for their work on specific projects.
Article 2. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors shall consist of ten (10) to fourteen (14) directors elected at the Annual General Meeting. The past president is ex-officio a member of Board of Directors.
Article 3. QUALIFICATIONS OF DIRECTORS
Voting members in good standing are eligible for election to the Board of Directors. Under normal circumstances no member having served on the Board of Directors for four consecutive years shall be eligible during the following year for any office except that of President.
Article 4. TERM OF OFFICE
Each director is elected for a one-year term. (a note at the AGM 2011 , and confirmed in board meeting August 25th 2015 states that this law has never been followed, and therefore is considered inactive. A motion to remove it permanently is needed)
No office, except that of the Treasurer of President, may be held for more than two consecutive years. The Treasurer may be re-nominated after having served for four terms on the Board.
Article 5. RESIGNATION AND REMOVAL
Any director may resign by written or oral notice to the Board of Directors.
Any director who ceases to be a voting member of the Women’s Art Society of Montreal shall be removed as a director.
Any director who misses consecutive meetings of the Board of Directors without a valid excuse may be removed by two-thirds vote of the directors present at a meeting of the Board.
Article 6. VACANCIES ON THE BOARD OF DIRECTORS
The Board of Directors may elect another director to fill vacancies through resignation or removal. The newly elected director may serve the balance of the term.
Article 7. QUORUM
A quorum for a Board of Directors meeting shall be five (5) of the directors present to conduct business. No resolution or action of the Board of Directors shall be adopted or be effective unless concurred in by at least five (5) directors. Board of Directors meetings may be held at any place with no formal notice being necessary if all the directors are present or if the absent directors have been notified of such a meeting.
By-Law 7 OFFICERS OF THE SOCIETY
Article 1. OFFICERS
The officers of the Society shall be the President, two Vice Presidents, Recording Secretary, Corresponding Secretary and Treasurer.
The officers shall be elected annually by the members at the Annual General Meeting.
An officer shall not hold the same office for more than two (2) consecutive one-year terms. (a note at the AGM 2011 , and confirmed in board meeting August 25th 2015 states that this law has never been followed, and therefore is considered inactive. A motion to remove it permanently is needed)
Article 2. PRESIDENT
(a) The President shall preside at all meetings of members of the Society and of the Board of Directors.
(b) The President shall be responsible for the direction, implementation and coordination of all decisions and policies of the Society.
(c) The President shall be an ex-officio member of all committees and is entitled to receive notice of all committee meetings.
(d) The President shall cast the deciding vote in the event of a tie vote at a membership meeting.
Article 3. VICE PRESIDENTS
(a) The Vice Presiden1t shall assist the President in carrying out the President’s duties.
(b) The Vice Presidents shall assume the responsibilities and the Powers of the President in the President’s absence.
Article 4. RECORDING SECRETARY
The Recording Secretary shall:
(a) Prepare an agenda for all meetings of the Board of Directors and the membership.
(b) See that all notices are given in accordance with the by-laws.
(c) Keep minutes of meetings of the members and of the Boards of Directors in books provided for that purpose.
(d) See that all certificates, reports, records and all other documents required by law are properly kept and filed.
(e) Ensure that archival material is forwarded to the Archivist.
(f) Perform all duties incidental to the office of the secretary and such other as may be assigned by the Board of Directors.
(g) If the Secretary is unable or declines to act, the President of the Board of Directors may assign the duties of the Secretary to another director until the next regular Board meeting.
Article 5. CORRESPONDING SECRETARY –
*As of AGM 2011 and board meeting August 25th 2015, these duties were assigned to hospitality.
The Corresponding Secretary shall:
(a) Receive and send all letters and read to the Board of Directors all letters referring to business that is not routine.
(b) Submit to the President all correspondence deemed to be important.
(c) Keep copies of all letters sent out and submit them to the Board of Directors on request.
Article 6. TREASURER:
The treasurer shall:
(a) Be responsible for establishing proper control of the funds of the Society.
(b) Keep accurate records of the assets, receipts, expenditures and debts of the Society in books appropriate for the purpose.
(c) Submit a regular financial report to the Board of Directors.
(d) Submit to the members of the Society at the Annual General Meeting the annual statements, duly audited, of receipts and expenditures stating the financial position of the Society and render such other reports as the Board of Directors may require from time to time.
(e) In general, perform all duties incidental to the office of Treasurer and such other duties as may be assigned to the Treasurer by the Board of Directors.
(f) If the Treasurer is unable or declines to act, the Board of Directors may assign the duties of Treasurer to another director until the next regular meeting of the Board.
By-Law 8 STANDING COMMITTEES OF THE BOARD OF DIRECTORS
The chairperson of a standing committee is elected for a one-year term.
The chairperson shall receive clearly defined written instructions as to duties, one of which is to select committee members with the idea of training them for future office.
Standing committees are: Reception, Hospitality, Art Exhibit Chair Person, Archivist/Liaison to the McCord Museum, Liaison to the Montreal Council of Women, Liaison to the Museum of Fine Arts, House, Press.
Upon the request of members of the Society, the Board has convened a Studio Group.
By-Law 9 MEETINGS
Article 1. ANNUAL BUSINESS MEETING
(a) The Annual Business Meeting of the Society should be held at the first Regular Meeting of the Society after the winter break at such place within the City of Montreal and on such date as the Board of Directors determine.
(b) Notice of the Annual Business Meeting shall be sent to the voting members no later than two weeks before the date set for the Annual Business Meeting.
(c) The purpose of the Annual Business Meeting shall be to receive the report of the Nominating Committee and carry out other nominating procedures.
(d) Thirty (30) members in good standing shall constitute a quorum. Only members of the Society may attend the Annual Business Meeting.
Article 2. ANNUAL GENERAL MEETING
(a) The Annual Meeting of the Society shall be held by the fourth Tuesday in April after the end of the fiscal year at such place within the City of Montreal and on such date as the Board of Directors determine.
(b) Notice of the Annual General Meeting shall be posted at the preceding Regular Meetings of the Society
(c) The purpose of the Annual General Meeting shall be to:
1. Receive the report of the Board of Directors for the preceding year, the balance sheet, the general statement of income and expenditures and the report of the auditors of the Society.
2. To appoint auditors for the upcoming year.
3. To elect directors to the Board of Directors.
4. To transact other business that should come before the meeting.
5. Where increases on fees can be voted on.
(d) Thirty (30) members in good standing shall constitute a quorum. Only members of the Society may attend the Annual General Meeting.
Article 3. REGULAR MEETINGS
(a) The Regular Meetings of the Society shall be held on Tuesdays as determined by the Board of Directors.
Article 4. SPECIAL GENERAL MEETINGS
(a) Special meetings of the members of the Society may be called at any time on resolution of the Board of Directors or shall be called at the written request or no fewer than thirty (30) members. The request must specify the reason for calling the meeting and the date proposed for the meeting, which date shall not be less than two weeks from the date of the delivery of the request.
(b) Notice of the meeting shall be delivered or otherwise signified to the members not less than seven days prior to the time fixed for the meeting.
(c) Thirty (30) members in good standing shall constitute a quorum. Only members of the Society may attend Special General Meetings.
By-Law 10 ELECTIONS
Article 1. NOMINATING COMMITTEE
(a) At the last Regular Meeting of the Society before the winter break, a Nominating Committee shall be formed consisting of two (2) members of the Board of Directors and three (3) members in good standing from the membership at large.
(b) If possible, on each new Nominating Committee there shall be included, for continuity, one member from the previous year.
(c) Those members serving on the Nominating Committee shall not have any interest in running for a position on the Board of Directors.
(e) Before any candidate is approached, the Convenor of the Nominating Committee shall call a full meeting to discuss in confidence the slate and alternates. All reports of its members shall be directed to the Convener.
Article 2. NOMINATING PROCEDURE
(a) At the Annual Business Meeting held at the first Regular Meetings after the winter break the Nominating Committee shall present the names of one or more candidate for each vacant office, having beforehand secured from each nominee their consent to stand for office. Nominations from the floor also may be made at this meeting, providing the nominee has given consent.
(b) The nominations are then closed.
(c) At the Annual General Meeting the names so proposed, together with the Nominating Committee’s slate, shall be presented to the membership for election. The election for any position contested by two or more candidates shall be conducted by secret ballot.
By-Law 11 ANNUAL EXHIBITIONS OF PAINTINGS
There shall be an exhibition annually sponsored by the Society.
By-Law 12 FINANCES AND ACCOUNTING
Article 1. FISCAL YEAR
The fiscal year shall be from the first day of March of each year to the last day of February of the following year.
Article 2. BOOKS AND ACCOUNTS
The Board of Directors shall ensure that the Treasurer keeps books in which are entered all funds received and disbursed by the Society, all of the assets of the Society and all its debts or obligations, as well as other financial transactions of the Society. The books shall be kept by the Treasurer.
Article 3. AUDITS
The books of the Society shall be audited each year as soon as possible after the end of the fiscal year, by the auditor appointed for this purpose at the Annual General Meeting.
Article 4. BANKING
All cheques and notes of the Society shall be signed by any two of the President, the Recording Secretary, the Corresponding Secretary or the Treasurer.
Article 5. CONTRACTS
Contracts and other documents shall be approved by the Board of Directors before being signed by the person authorized to act on the Society’s behalf.
By-Law 13 AMENDMENTS TO THE BY-LAWS
The Board of Directors shall present proposed changes or amendments to the by-laws of the Society to an Annual General Meeting of the members for ratification by not less than two-thirds of those members present and entitled to vote. Notice of the proposed changes or amendments must be posted at the preceding Regular Meetings of the Society.
Revised March 2000
Changes voted as of September 2018 incorporated June 2020