By-Laws

By-Laws Relating Generally to the Governance of the Affairs of Whitby Courthouse Theatre.

Updated as per the September 27th, 2021 Annual General Meeting

Be it enacted as By-Laws of the Whitby Courthouse Theatre, with a mailing address of 416 Centre Street South, Whitby, Ontario L1N 4W2 as follows:

Membership, as defined in Article 1, Section 2, shall be open to all persons who support the objectives as outlined in the incorporation papers of the Whitby Courthouse Theatre.

1. Adult individual Membership
   An Adult individual member is any person aged 18 (eighteen) and over who is a fully paid-up member of the Whitby Courthouse Theatre.
2. Life Membership
   This membership is an honorary award and is awarded at the unanimous discretion of the Board. Life members have all the rights and privileges of individual active members.
3. Youth Membership
   Any person under the age of 18 (eighteen), who is fully paid up and who meets eligibility requirements as established by the Board of Directors may become a member of the Whitby Courthouse Theatre Youth Group.

For the purposes of these bylaws, a ‘Member in Good Standing’ shall be defined as an active member in the category of Individual Membership or Life Membership only, as defined in Article1, Section 2.

The requisite fees for the various categories of active membership are due and payable on the dates as set by the Board of Directors, in such amount as the Board of Directors may determine from time to time.  

1. Individual Member 
   Individual active members being those persons who have paid the required annual membership fee.
2. Youth Member
   Youth membership fees are determined by the Youth Coordinator or Youth Committee, subject to approval by the Board of Directors.
3. Life Member
   Life Members are not required to pay membership fees.
4. Expiry Date
   All paid memberships expire on the 30th (thirtieth) day of the month of September in the season in which they were paid. At that time a member must renew their membership to remain a member in good standing.

Only a member in good standing is entitled to vote at Extraordinary or Annual General Meetings, pursuant to the following:

1. Only members present and in person may vote. Proxy votes are not acceptable.
2. Only a member in good standing who has been fully paid up for a period of 3 (three) calendar months prior to such Extraordinary or Annual General Meetings is entitled to vote.

The Board of Directors of the Whitby Courthouse Theatre shall consist of the President, Vice-President, Executive Producer, Secretary, Treasurer and 4 (four) other persons holding positions designated as Promotion and Marketing Director, Education Director, Front-of-House Director, and Artistic Director. The Immediate Past President becomes a non-voting member position for the duration of two years (one term) only. After two years (one term), the Past President shall relinquish the position which shall remain vacant until a new President is elected/appointed.

The Board of Directors may create, appoint members, and approve renewal of Department Manager positions as deemed necessary or expedient to further the purposes of the Whitby Courthouse Theatre. Persons assigned to Department Manager positions report directly to the Board of Directors, but do not attend Board meetings or have privileges to vote at such. Positions may include, but are not limited to: Archivist, Wardrobe Manager, Workshop Manager, Technical Manager, Office Manager, Network Manager, Props Manager, Box Office Manager and Webmaster.

1. It shall formulate plans for work and shall be responsible for the general policy of the Whitby Courthouse Theatre.
2. It shall keep the membership informed about the operation of the Whitby Courthouse Theatre by means of a newsletter and/or emails. The number and makeup of the newsletter and/or emails is to be left to the discretion of the Board of Directors, but at no time should there be less than 6 (six) newsletters and/or emails per year.
3. It shall approve the choice of plays.
4. It shall choose a Director for each play. When the slate of plays for the next season is announced, applications in writing to direct those plays will be called for. All applicants will be interviewed by a Director Selection Committee, chaired by the Artistic Director, and comprised of Executive Producer and other members of the Board of Directors.
5. It shall be responsible for determining the maximum cost of each production.
6. It shall be responsible to the membership of the Whitby Courthouse Theatre for all business transactions.
7. At any time, a member of the Board of Directors may spend, in the performance of their duties, without prior Board approval, up to a specific sum of money determined at the first Board of Directors meeting after the Annual General Meeting. The Board of Directors must ratify any expenditure over this specific sum.
8. It shall approve the producer for each production.

1. Each Board member shall execute the responsibilities of their position in accordance with the job descriptions outlined in the Policies and Procedures manual.
2. The job descriptions outlined in the Policies & Procedures manual are subject to modification at any time upon the approval of a majority of current Board members.

To be eligible for election to office, a person must be:

1. Over the age of majority as defined by the laws of Ontario.
2. A member in good standing with full voting privileges.

The active members eligible to vote may, by a resolution passed by at least 2/3rds (two thirds) of votes cast at a Special General Meeting of members of the Whitby Courthouse Theatre (at which a quorum exists). Any Director found to have breached the trust of the organization through proven malfeasance (such as but not limited to – harassment, fraud, theft, violence, dereliction of duty) can be removed by the active members before the expiration of their term of office.

A vacancy occurring on the Board of Directors may be filled by any person selected by the majority of the Directors, for the remainder of the current season, provided that the person is a member in good standing. 

The Board of Directors of the Whitby Courthouse Theatre shall meet regularly once each month, at such time and place as the Board may from time to time determine. The Secretary (who may act only on the written request of the President or the Vice-President, or any 3 (three) Directors) shall call a Special Meeting of the Board of Directors of the Whitby Courthouse Theatre at such time and place as the officer(s) requesting such meeting may direct.  Notice of any Special Meeting of the Board of Directors shall be given to each Board member, by ordinary post, or by telephone, not less than 48 (forty-eight) hours prior to such meeting.

For the purpose of Board of Directors meetings, a quorum will consist of 50 (fifty) percent +1 of the members of the Board of Directors.

Any member of the Board of Directors absenting themselves from 2 (two) consecutive Board Meetings, shall be required to resign from the Board of Directors, if their reason(s) appear frivolous or insufficient in the opinion of the other members of the Board of Directors. The Board of Directors shall then appoint a successor immediately. Any member absenting themselves from four or more Board meetings shall be required to resign from the Board of Directors.

At all meetings of the Board of Directors, every question shall be decided by a majority of the votes cast on the question by all Directors present. 

1. Only eligible candidates may seek election to the Board of Directors.
2. Candidates are elected to the Board of Directors for a term of two years.

Every Director and their heirs, executors and administrators, and estate and effects, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Whitby Courthouse Theatre, from and against:

1. All costs, charges and expenses whatsoever that they sustain or incur in or about any action, suit or proceeding that is brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office;
2. All other costs, charges and expenses that they sustain or incur in or about or in relation to the affairs of the Whitby Courthouse Theatre, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

1. The Annual General Meeting shall be held on such day in the month of September in each year as the Board of Directors may determine.
2. The purpose of the Annual General Meeting is:
   1. To receive reports and ratify the actions of the Board of Directors.
   2. To elect the members of the next Board of Directors.
3. Notice of the Annual General Meeting shall be given in writing to all active members, not less than 20 (twenty) days preceding the meeting date.

1. Special Meetings of members may be called for any purpose, at any time, at the request of the President or a majority of the Board of Directors.
2. If a requisition is made in writing by 10 (ten) or more members who are entitled to vote at such a meeting, the Board of Directors must call a Special General Meeting of the members of the Whitby Courthouse Theatre. Such a requisition must express the object of the meeting proposed to be called. If the Board of Directors has not called a Special General Meeting within 21 (twenty-one) days after the receipt of such requisition, then those 10 (ten) or more members who signed the requisition may themselves call a meeting.

1. The presence in person of a least 25 (twenty-five) members (or in the event that total membership is less than 100 (one hundred) members, then 25 (twenty-five) percent of the total active members eligible to vote) shall constitute a quorum at all General and Special Meetings.  Proxies shall not be acceptable as votes, or to establish a quorum.
2. If, after 1 (one) hour past the time appointed for the meeting, a quorum is not present, the meeting, if called upon the requisition of voting members, shall be dissolved. In all other cases, it shall stand adjourned to the same day of the following week, at the same hour and same place. If, at such an adjourned meeting, a quorum is again not present, it shall stand adjourned, sine die.

1. All resolutions shall be decided by a majority of the votes cast by those present in person and entitled to vote, except as otherwise specified in the Letters Patent of By-Laws of the Whitby Courthouse Theatre.
2. The election for all elective Board positions shall be conducted by secret ballot unless the election is by acclamation.

Any person shall be entitled to attend any Annual General Meeting or Special Meeting of the Whitby Courthouse Theatre, but such persons who are not active members shall not be entitled to vote as per Article 3 of this By-law.

The accidental omission to give any notice to any member or the non-receipt by any member, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice, or otherwise founded thereon.

The rules contained in Roberts Rules of Order shall be used for meetings of Whitby Courthouse Theatre, in all cases to which they are applicable and in which they are not inconsistent with this By-law.

1. The Board of Directors has the power to name such committees as deemed necessary or expedient to further the purposes of the Whitby Courthouse Theatre.
2. The mandate of any such committee is deemed to have been fulfilled at the Annual General Meeting unless an earlier completion date is specified by the Board of Directors or the newly elected Board votes to recommit.
3. The President of the Board of Directors may attend any meetings of these committees as an ex-officio member

The Board shall appoint each year a Nominations Committee, consisting of a Chairperson and 2 (two) members. The Chairperson shall be appointed by the Board from the current Board of Directors, while the 2 (two) members of the Committee shall be chosen from the active membership at large.

Nominations of members of Whitby Courthouse Theatre for elected positions on the Board shall be made by the Nominations Committee and, in addition, by any active member at the Annual General Meeting provided that any person so nominated consents their name either in person at the Annual General Meeting, or in writing (which shall be given to the Secretary at the Meeting).

All funds of the Whitby Courthouse Theatre shall be deposited in one or more Chartered Banks or Trust Companies, or as designated by the Board of Directors.

The signing officers of the Whitby Courthouse Theatre shall be any 2 (two) of the President, Treasurer, and Secretary, provided that the 2 (two) signing are not members of the same family.

All documents or legally acceptable copies of all documents, pertaining to the legal status of the Whitby Courthouse Theatre shall be lodged in a Safety Deposit Box at the Chartered Bank or Trust Company currently being used by Whitby Courthouse Theatre. Such box is to be accessible to the signing officers of the Whitby Courthouse Theatre.

The fiscal year of Whitby Courthouse Theatre shall be from July 1st to June 30th.

1. Auditions must be held for every part in productions of the Whitby Courthouse Theatre.
2. All productions shall be cast from current members of the Whitby Courthouse Theatre, or individuals agreeing to secure membership.

This By-Law may be amended by 50% (fifty percent) of the active membership present and voting at the Annual General Meeting, or any Special General Meeting called for that purpose, provided that notice of the amendment has been received in writing by each member at least 10 (ten) days prior to such a meeting taking place.

Any member wishing to introduce a motion at the Annual General Meeting or Special Meeting(s) must advise the Board of Directors 48 (forty-eight) hours in advance of such meeting, in writing so that their motion can be included as Notice of Motions as per Rules of Order, unless the meeting obtains unanimous consent to consider the motion.

The Harlequin shall be the official recognition symbol of the Whitby Courthouse Theatre. 

Items pertaining to the governance of the Whitby Courthouse Theatre that are not specifically addressed within these By-Laws are covered by the Policies and Procedures and the Production Handbook.

The Board of Directors may temporarily accommodate certain bylaws in accordance with Federal and Provincial Government laws, and Region and Town Bylaws as a response to emergency situations, such as a pandemic. These bylaws include, but are not limited to, the frequency and locations (in-person or virtual) of meetings and director selection interviews and auditions.