BY-LAW NUMBER 2025-01
A by-law relating generally to the conduct of the affairs of
MISSISSAUGA POTTERS  GUILD

Enacted September 26, 2024 and duly amended March 20, 2025.

Contents

Section 1. General

1.01 Definitions

1.02 Interpretation

1.03 Severability and Precedence

1.04 Schedules

Section 2. Directors

2.01 Electing and Appointing Directors

2.02 Nominations and Qualifications

2.03 Term and Term Limits

2.04 Vacancies

2.05 Filling Vacancies

2.06 Committees

2.07 Paying Directors

Section 3. Board Meetings

3.01 Calling of Meetings

3.02 Notice of a Meeting

3.03 Chair

3.04 Voting

3.05 Phone Meetings and e-Meetings

Section 4. Officers

4.01 Appointment of Officers

4.02 Removal or Termination of Officer

4.03 Duties of the Chair

4.04 Duties of the President

4.05 Duties of the Treasurer

4.06 Duties of the Secretary

4.07 Other Officers' Duties

4.08 Delegation of Officers' Duties

Section 5. Legally Protecting Directors and Others

5.01 Protection Against Liability

Section 6. Conflicts of Interest

6.01 Declaring Conflicts

6.02 Recusal from Board

Section 7. Members

7.01 Acceptance into Membership

7.02 Community Members

7.03 Student Members

7.04 Legacy Members

7.05 Studio Members

7.06 Resident Artist Members

7.07 Studio Lite Members

7.08 Transfer of Membership

7.09 Discipline and Termination of Members

Section 8. Members' Meetings

8.01 Location of Annual Meeting of the Members

8.02 Business Transacted at Annual Meeting

8.03 Members' Proposals

8.04 Copies of Financial Statements and Reports Upon Request

8.05 Special Meetings of the Members

8.06 Notice of Meetings of the Members

8.07 Notice of Special Business at a Meeting of the Members

8.08 In-Person and e-Meetings

8.09 Quorum for a Meeting of the Members

8.10 Chair of the Meeting

8.11 Voting

8.12 Adjournments

8.13 Attendance

Section 9. Notices

9.01 Method of Delivery

9.02 Address on Record

9.03 Waiver

9.04 Error or Omission

Section 10. Finances & Signing Authority

10.01 Financial Year

10.02 Signing Authority

10.03 Banking

10.04 Fees

10.05 Discretionary Budgets

10.06 Binding the Corporation

Section 11. Adoption and Amendment of By-Laws

11.01 Changes to By-Laws

SCHEDULE I – Code of Conduct

SCHEDULE II – Conflict Resolution Procedure

BE IT ENACTED as a by-law of the Corporation as follows:

Section 1. General

1.01 Definitions

  1. In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

  2. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
  3. “Board” means the board of directors of the Corporation, collectively;
  4. “By-laws” means this by-law (including all schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
  5. “Chair” means the chair of the Board;
  6. “Corporation” means Mississauga Potters' Guild;
  7. “Director” means an individual occupying a director's position within the Corporation, whether the title “director” or another is used by the Corporation to refer to such individual's position;
  8. “in good standing”, when referring to a Member, means a Member who has paid all amounts due to the Corporation and has not been deemed by the Board to have failed to abide the Corporation's code of conduct, procedures or practices;
  9. “Member” means a member of the Corporation;
  10. “Members” means the collective membership of the Corporation; and
  11. “Officer” means an officer of the Corporation.

1.02 Interpretation

Other than as specified in Section 1.01, all terms contained in this by-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.03 Severability and Precedence

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

1.04 Schedules

The following form part of this by-law:

  1. Schedule I; and
  2. Schedule II

Section 2. Directors

2.01 Electing and Appointing Directors

  1. At each annual meeting of the Members at which an election of one or more Directors is required, the Voting Members shall elect the Directors.
  2. Where the articles of the Corporation provide a range with a minimum and maximum for the number of Directors the Corporation shall have, the number of Directors shall be fixed at a number within such range by resolution of the Voting Members, provided that the Voting Members may by resolution delegate such power to the Directors, in which case the Board may set the number of Directors from time to time and at any time.
  3. The Directors may appoint one or more additional Directors who shall serve for a term expiring not later than the close of the next annual meeting of the Members, but the total number of Directors so appointed may not exceed one-third of the number of Directors elected at the previous annual meeting of the Members.

2.02 Nominations and Qualifications

  1. At least sixty (60) days prior to the annual meeting of the Members, the Board shall invite Members to submit in writing to the Board or Nominating Committee, as determined by the Board's invitation to the Members, the names and contact information of the Member making the nomination, and the name, contact information and a short biographical outline of the nominee, along with such other information as requested by the Board.
  2. All nominations received forty-five (45) days prior to the annual meeting of the Members will be considered and will be included in the notice of, and agenda for, the upcoming annual meeting of the Members.
  3. Nominations from the floor shall be permitted at each meeting of the Members held for the purpose of electing one or more Directors.
  4. If there are more than two (2) candidates for a position, the election will be decided by ballot, verified by two (2) scrutineers. If there is only one candidate for a position, this person shall be acclaimed.
  5. A Director must be a Member from the class of Voting Members.

2.03 Term and Term Limits

  1. Subject to the Act and the by-laws, Directors shall be elected for terms of two (2) years, commencing the date of election and terminating at the second annual meeting of the Members following election, provided that if Directors are not elected at such annual meeting of the Members, the incumbent Director shall continue in office until their successor is elected.
  2. After serving two (2) full consecutive terms1, a Director shall be eligible for re-election but only for a term of one (1) year expiring the next annual meeting of the Members.

    1 In other words, after serving as a Director for approximately four (4) consecutive years the Director may run again on an annual basis if there are insufficient candidates interested.

2.04 Vacancies

  1. The position of Director shall be vacated immediately:

  2. if the Director resigns by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
  3. if the Director dies or becomes bankrupt;
  4. if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
  5. if, at a meeting of the Members, the Voting Members by ordinary resolution remove the Director before the expiration of the Director's term.
    1. If a Director misses 3 consecutive meetings, unless otherwise excused by the Board, the Board shall take all necessary steps to call a meeting of the Members for the purpose of voting on that Director's termination.

2.05 Filling Vacancies

  1. A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds such position for the remainder of the unexpired term of the Director's predecessor:

  2. if the vacancy occurs as a result of the Members removing a Director, the Voting Members may fill the vacancy by an ordinary resolution;
  3. if a Directors resigns or dies before the end of the Director's term, a quorum of Directors may by appointment fill the vacancy to hold such position for the remainder of the Director's unexpired term;
  4. if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors, the meeting may be called by any Member; and
  5. except as provided for in the foregoing clauses, a quorum of Directors may fill a vacancy among the Directors.

2.06 Committees

  1. The Board may appoint a committee of Directors and may delegate to that committee of Directors any of the powers of the Board except those that, pursuant to the Act, may not be delegated.
  2. The Board will determine the composition and terms of reference for any committee of Directors.
  3. The Board may dissolve any committee by resolution at any time.
  4. A nominating committee of three (3) Directors may be appointed by the Board (the “Nominating Committee”). If appointed, the Nominating Committee will be tasked with identifying candidates forty-five (45) days in advance of each annual meeting of the Members at which an election of one or more Directors is required.
  5. Subject to the limitations on delegation set out in the Act, the Board may establish any other committee it determines necessary for the execution of the Board's responsibilities, whose members may but are not required to be Directors.

2.07 Paying Directors

  1. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director, subject to the following:

  2. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors' duties;
  3. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:
    1. considered reasonable by the Board;
    2. approved by the Board for payment by resolution passed before such payment is made; and
    3. in compliance with all conflict-of-interest provisions of the Act.

Section 3. Board Meetings

3.01 Calling of Meetings

The Chair, President or any two (2) Directors may call a meeting of the Directors at any time and any place on notice as required by this by-law.

3.02 Notice of a Meeting

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in this by-law to every Director not less than three (3) days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

3.03 Chair

The Chair will preside over meetings of the Board. If the Chair is absent, the Directors present will choose a Director to act as the chair of the meeting.

3.04 Voting

Each Director, including the Chair, has one (1) vote. Questions arising at any Board Meeting will be decided by a consensus first and if not possible, a majority unless otherwise required by the Act.

3.05 Phone Meetings and e-Meetings

If all Directors consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephone or electronic means. The telephone or electronic means must allow all participants to communicate adequately with each other during the meeting. A Director participating in the above ways is deemed to be present at that meeting. For greater certainty, Board meetings may be held entirely by phone or electronic means.

Section 4. Officers

4.01 Appointment of Officers

  1. Officers must be Directors and must be Studio, Studio Lite or Resident Artist members.
  2. At their first meeting after each annual meeting of the Members, the Directors shall appoint a Chair, a President, a Treasurer, and a Secretary, and where the Members have identified, by ordinary resolution at a meeting of the Members, particular Directors for particular offices, the Board shall defer to the Members' choices and appoint such Director(s) to such office(s). Ideally, the President and Chair would have served previously on the Board or have experience in not-for-profit board management, show a commitment to the Corporation through their participation in volunteer activities and be a Voting Member for at least two years. No Director may hold any particular office for more than two (2) consecutive terms, with the exception of the Treasurer, without opening the office to other Directors. If there is no other Director interested in the position, the current office holder may continue in the office on a year-to-year basis and their appointment must be confirmed by the Directors at each first meeting of the Board following an annual meeting of the Members.
  3. The Treasurer must have relevant financial experience.
  4. The offices of Chair and President may be held by the same individual.
  5. The offices of Treasurer and Secretary may be held by the same individual.

4.02 Removal or Termination of Officer

  1. Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of:

  2. the Officer's successor being appointed,
  3. the Officer's resignation, or
  4. such Officer's death.

4.03 Duties of the Chair

The Chair will preside over meetings of the Board and of the Members and perform such other duties as may be required by law or such as the Board may determine from time to time, including without limiting the generality of the foregoing, ensuring that a quorum is present at meetings, calling meetings of the Board, setting meeting agendas, and calling special meetings when deemed necessary.

4.04 Duties of the President

The President shall perform such duties as may be required by law or such as the Board may determine from time to time, including without limiting the generality of the foregoing, providing leadership to the Board, speaking for the Corporation as its representative and being responsible for implementing the strategic plans and policies of the Corporation.

4.05 Duties of the Treasurer

The Treasurer is responsible for all monies received and disbursed by the Corporation, for ensuring financial statements are prepared, as required, at the end of each fiscal year and for preparing a budget forecast for the coming year.

4.06 Duties of the Secretary

The Secretary is responsible for recording and keeping a record of minutes, motions, and resolutions of the meetings of the Board and of the Members, and taking care of correspondence as necessary.

4.07 Other Officers' Duties

Each Officer will perform such duties as are required by law and as the Board may determine from time to time.

4.08 Delegation of Officers' Duties

Officers shall be responsible for the duties assigned to them and may not delegate to others the performance of any or all of such duties.

Section 5. Legally Protecting Directors and Others

5.01 Protection Against Liability

No Director, Officer or committee member will be liable for:

  1. the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation;
  2. joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation;
  3. the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested;
  4. any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited; or
  5. any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust;

as long as they:

  1. complied with the Act, the articles and the by-laws; and
  2. exercised their powers and discharged their duties in accordance with the Act.

Section 6. Conflicts of Interest

6.01 Declaring Conflicts

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act.

6.02 Recusal from Board

No such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction, except as provided by the Act.

Section 7. Members

7.01 Acceptance into Membership

Membership in the Corporation shall consist of the incorporators named in the articles and such other persons interested in furthering the Corporation's purposes and who have applied for and been accepted into membership in the Corporation, by resolution of the Board, into one of the Corporation's categories of Members, as established by the articles. The articles describe two classes of Members: Non-Voting Members and Voting Members, and within the Non-Voting class the articles provide for two categories of Members, Community and Student, and within the Voting Class the articles provide for four categories of Members, being Legacy, Studio, Studio Lite and Resident Artist.

7.02 Community Members

  1. Criteria for acceptance as a Member in the category of Community Member in the class of Non-Voting Members:
    1. minimum age of 18 at time of application;
    2. payment of fees;
    3. agree to abide by the by-laws, and all policies, procedures and rules enacted and communicated by the Board; and
    4. such other criteria as the Board may from time to time determine.
  2. The term of membership of a Community Member shall expire on the 31st day of December after such Member's acceptance or renewal, as the case may be, provided that any further renewal shall be subject to the policies of the Corporation, as amended from time to time.
  3. Each Community Member in good standing is entitled to receive notice of, and attend, at all meetings of the Members.
  4. Studio Members, Resident Artist Members, Studio Lite Members and Legacy Members may apply for immediate transfer to the group of Community Members, or for a transfer to the group of Community Members at the expiry of their current term of membership, provided that in the case of any such transfer, the transferring Member will not be granted a credit for any membership fee previously paid towards membership fees due and payable by such Members as a Community Member.

7.03 Student Members

  1. The criteria for acceptance as a Member in the category of Student Member in the class of Non-Voting Members:
    1. meets the criteria for the category of Community Member;
    2. is presently enrolled in a program of study at a post-secondary institution or such other program of study that the Board deems suitable for membership in this category.
  2. The term of membership of a Student Member shall expire on the 31st day of August after such Member's acceptance or renewal, as the case may be, provided that any further renewal shall be subject to the policies of the Corporation, as amended from time to time.
  3. Each Student Member in good standing is entitled to receive notice of, and attend, at all meetings of the Members.

7.04 Legacy Members

  1. Criteria for acceptance as a Member in the category of Legacy Member in the class of Voting Members:
    1. minimum age of 18 at time of application;
    2. payment of fees;
    3. Studio Members who were Studio Members on the effective date of these by-Laws can apply for a transfer to a Legacy Membership with a vote;
    4. agree to undertake volunteer activities such as participating in meetings, sales, workshops, exhibitions, etc., as determined by the Board from time to time;
    5. agree to abide by the By-laws, and all policies, procedures and rules enacted and communicated by the Board; and
    6. such other criteria as the Board may from time to time determine.
  2. The number of Legacy Members will be capped at 30% of Studio Membership, including Studio Lite and Resident Artist
    1. Regardless of the cap, a Studio Member who wishes to become a Legacy member can do so at any time.
    2. Regardless of the cap, any “general members” prior to the effective date of the by-Laws, will be eligible to select whether they wish to be a Legacy member with a vote or a Community Member without a vote.
  3. Each Legacy Member in good standing is entitled to receive notice of, and attend, at all meetings of the Members.
  4. A Legacy Member may act as a Director but not as an Officer.

7.05 Studio Members

  1. Criteria for acceptance as a Member in the category of Studio Member in the class of Voting Members:
    1. being a Community or Legacy Member in good standing for at least one year;
    2. payment of fees;
    3. demonstrate a willingness to be actively involved in our community through participation in activities available to Community Members;
    4. attend at least two (2) Member meetings during the year, either in person or virtually;
    5. demonstrate competence in pottery skills through one of the following:
      1. completion of at least three (3) classes with the Corporation (each class having a duration of at least ten (10) weeks) and an instructor recommendation for Studio Membership;
      2. demonstrates equivalent experience acquired elsewhere by completing one 10-week course with the Corporation and an instructor recommendation for Studio Membership; or
      3. hold a formal degree or diploma in Ceramic Arts and present a portfolio of work.
    6. knowledge of the Corporation's studio's operation and equipment;
    7. satisfying the Board that the applicant has the ability to work independently in the Corporation's studio;
    8. agree to undertake volunteer activities as determined by the Board from time to time;
    9. agree to abide by the Guild's by-laws, policies and procedures and any rules enacted and communicated by the Board; and
    10. such other criteria as the Board may from time to time determine.
  2. A Community Member or a Legacy Member can become a Studio Member only if there are vacant spots in this membership and if they have applied and been accepted for Studio Membership by the Board.
  3. A Studio Member may act as a Director, and where also a Director, as an Officer.
  4. The term of membership of a Studio Member shall expire on the 31st day of December after such Member's acceptance or renewal, as the case may be, provided that any further renewal shall be subject to the policies of the Corporation, as amended from time to time.
  5. Each Studio Member in good standing is entitled to receive notice of, attend, and vote at all meetings of the Members and will be entitled to vote at all such meetings.

7.06 Resident Artist Members

  1. Criteria for acceptance as a Member in the category of Resident Artist Member in the class of Voting Members:
    1. being a Studio Member in good standing;
    2. being a professional artist and/or clay enthusiast willing to be a leader in the Corporation and inspire others through their work and regular presence;
    3. agree to undertake volunteer activities such as determined by the Board from time to time;
    4. agree to abide by the By-laws, policies, procedures, and any rules enacted and communicated by the Board; and
    5. such other criteria as the Board may from time to time determine.
  2. A Studio Member can become a Resident Artist Member only if there are vacant spots in this membership and if they have applied and been accepted for Resident Artist Membership by the Board.
  3. A Resident Artist Member's membership is for a month-to-month term that after begins with such Member's acceptance or renewal, as the case may be, and continues with monthly renewals until terminated on not less than thirty (30) days' advance written notice by either the Resident Artist Member or the Corporation, provided that each monthly renewal shall be subject to the policies of the Corporation, as amended from time to time.
  4. Each Resident Artist Member in good standing is entitled to receive notice of, attend, and vote at all meetings of the Members and will be entitled to vote at all such meetings.

7.07 Studio Lite Members

  1. Membership as a Member in the category of Studio Lite Members in the class of Voting Members, shall be limited to those Members who, on the effective date of this by-law, have already applied for and been accepted into membership by the Board as a Studio Lite Member.
  2. Agree to undertake volunteer activities as determined by the Board from time to time.
  3. Each Studio Lite Member in good standing is entitled to receive notice of, attend, and vote at all meetings of the Members and will be entitled to vote at all such meetings.
  4. As and from the date of the effective date of this by-law, the Board shall no longer admit Studio Lite Members.
  5. A Member's membership in the Studio Lite Members' group will expire on the 31st day of December following such Member's acceptance or approval, at which time the Studio Lite Member may continue as a Studio Lite Member or apply for membership in another group of Members, else, allow their membership in the Corporation to terminate.

7.08 Transfer of Membership

Subject to the by-laws, membership in the Corporation is not transferable. Membership automatically terminates if the Member dies, resigns in writing, or if their membership is terminated in accordance with the Act, the articles, and the by-laws.

7.09 Discipline and Termination of Members

  1. The Board, or a committee of Directors, may pass a resolution settng out proposed disciplinary action, or the termination of membership, for:
    1. violating the Corporation's Code of Conduct, being Schedule I, below, of this by-law, or any other policy of the Corporation communicated to the Members from time to time;
    2. violating the by-laws; or
    3. any other reason deemed just by the Board, or a committee of Directors, as the case may be.
  2. Termination of membership shall only be issued if attempts to resolve the problem have been taken.
  3. Any disciplinary action or termination of membership must be done in good faith and in a fair and reasonable manner, following a fair and reasonable procedure.
  4. The Board, or a committee of Directors, as the case may be, must provide at least 30 days’ written notice to a Member before taking any disciplinary act or terminating any membership, as proposed in accordance with (a), above. The notice will set out the reasons, with specific examples of breach(es) and the actions taken to resolve the problem, for the proposed disciplinary action or termination of membership.
  5. The Member receiving the notice is entitled to an oral hearing, may make a written submission, and may have third-party representation make a submission on their behalf, and may be accompanied at the oral hearing by a third-party representative, for the purpose of addressing the proposed disciplinary action or termination, provided that any submission is delivered not less than 10 days before the end of the 30-day period, and that prior to the expiry of such 30-day period the Member has been provided an opportunity for an oral hearing. The Board, or committee of Directors, if one is appointed, shall consider the oral and written submission of the Member before making a decision regarding disciplinary action or termination of membership.

Section 8. Members' Meetings

8.01 Location of Annual Meeting of the Members

Annual meetings of the Members shall be held on a day and at a place within Ontario fixed by the Board.

8.02 Business Transacted at Annual Meeting

  1. The business at the annual meeting of the Members will include the following:

  2. receipt of the agenda for the annual meeting of the Members;
  3. receipt of the minutes of the previous annual meeting of the Members and any subsequent special meetings;
  4. consideration of the financial statements for the previous financial year;
  5. a report from the auditor or the person appointed to conduct a review engagement, if any, of the Corporation's finances, and appointment or re-appointment of same, as the case may be;
  6. election of Directors, including:
    1. Confirmation of the number of vacant Board positions to be filled by election;
    2. Identification of the nominees;
    3. An overview of the voting process; and
  7. any special business that was included in the notice of the meeting; which shall include:
    1. A report prepared for the annual meeting of the Members by the President and Chair; and
    2. Concurrently with the election of the Directors, the selection of Directors that the Members would like to see appointed by the Board as Officers in the roles of Chair, President, Treasurer, and Secretary.

8.03 Members' Proposals

Any Member entitled to vote at the annual meeting of the Members may exercise their right to submit a proposal to be added to the agenda for an upcoming annual meeting of the Members. The proposal must be delivered to the Board in accordance with the Act in order to be included in the notice of annual meeting of the Members. No item of business not included in the notice shall be included on the agenda for the annual meeting of the Members.

8.04 Copies of Financial Statements and Reports Upon Request

Any Member, upon request, shall be provided, not less than five (5) days or other number of days prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor's report or review engagement report and other financial information required by the by-laws or articles.

8.05 Special Meetings of the Members

The Directors may call a special meeting of the Members, and shall ensure such special meetings are called not more than twelve times and not less than five times between each annual meeting of the Members. The Board will convene a special meeting of the Members on written request of not less than ten (10) percent of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of receipt of the request.

8.06 Notice of Meetings of the Members

Written notice must be given in the manner specified in the Act and this by-law to each Member, each Director and to the auditor or person appointed to conduct a review engagement, as the case may be, not more than fifty (50) days before the meeting and:

  1. for an annual meeting of the Members, not less than thirty (30) days prior to the meeting; and
  2. for a special meeting of the Members, not less than ten (10) days prior to the meeting.

8.07 Notice of Special Business at a Meeting of the Members

Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.

8.08 In-Person and e-Meetings

As determined on a meeting-by-meeting basis by the Board, a meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that the means selected by the Board must:

  1. allow all participants to communicate adequately with each other during the meeting;
  2. allow for verification of the identity of anyone casting a vote; and
  3. ensure that votes cast are secure and anonymous.

8.09 Quorum for a Meeting of the Members

  1. A quorum for the transaction of business at a meeting of the Members, whether present in person, electronically or by proxy, is:

  2. sixty-six (66) percent of the Voting Members for:
    1. the annual meeting of the Members;
    2. a vote of the Members on a special resolution; and
    3. a vote of the Members pursuant to 2.04(d), above; and
  3. twenty (20) percent of the Voting Members for all other meetings of the Members; and
  4. A quorum must be present at the time a vote of the Members is taken on a particular item in order for the Members to transact that item of business at a meeting.

8.10 Chair of the Meeting

The Chair shall be the chair of a meeting of the Members. In the Chair's absence, the Members present at any Members' meeting will choose another Director as chair. If no Director is present, or if all of the Directors present decline to act as chair, the Members present will choose a Member present to chair the meeting.

8.11 Voting

  1. Business arising at any Members’ Meeting will be decided by a majority of votes unless otherwise required by the Act or the by-laws. Each Voting Member will be entitled to one vote on every question put to the Members at a meeting of the Members. If a Voting Member is unavailable to attend or participate in a meeting of the Members, they may appoint another Member to vote for them by proxy.
  2. Votes will be taken by a show of hands or if requested by any Member present either virtually or in person, by ballot, unless otherwise required by these by-laws or the Act.
  3. An absten on shall not be considered a vote.
  4. If a show of hands results in a tie vote, the chair of the meeting has to call for a written ballot. If the written ballot results in a tie, the motion doesn't pass.

8.12 Adjournments

The Chair may, by resolution of a majority of votes cast at any meeting of the Members, adjourn the meeting. The Members must be provided with notice of the adjourned meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

8.13 Attendance

The only persons entitled to attend a Members’ Meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and such others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if the Chair of the meeting invites them, or the majority of the Members present at the meeting consent to their being there.

Section 9. Notices

9.01 Method of Delivery

Any notice required to be sent to any Member, or Director, or to the auditor or person who has been appointed to conduct a review engagement, shall be delivered by mail, telephone, email, other electronic means, or as otherwise permitted by the Act and determined by the Directors.

9.02 Address on Record

Notices will be sent to Members and Directors at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given, then to the last address of such Member or Director known to the Board.

9.03 Waiver

Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to the notice. Where a given number of days' notice or notice extending over any period is required to be given, the day of service or posting of the notice will, unless it is otherwise provided, be counted in such number of days or other period.

9.04 Error or Omission

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Section 10. Finances & Signing Authority

10.01 Financial Year

The financial year of the Corporation ends on September 30 in each year or on such other dates as the Board may from time to time by resolution determine.

10.02 Signing Authority

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed, following approval by the Board, by (1) either the President or the Treasurer; and (2) one other Director. In addition, the Board may from time to time decide by resolution which Directors can execute a particular document or type of document and how it will be executed. The President, Secretary or Treasurer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

10.03 Banking

The Treasurer will be responsible for maintaining the Corporation's bank account. There will be three signing officials, the Treasurer, the President and one other Director in good standing. Each cheque or e-payment will require two signatures, one of whom will be the Treasurer.

10.04 Fees

The Directors are responsible for the setting of the Corporation’s fees and approving expenses in order to maintain the efficient operation of the Corporation. Routine expenses in the approved budget such as rent, utilities, purchase of clay, glaze material, payroll, government taxes and teaching fees can be paid by those with signing authority without specific approval of the Board. All projects and improvements involving capital purchases must be approved in advance by the Board.

10.05 Discretionary Budgets

At the start of the fiscal year, or when required, a Director may request a discretionary budget to be authorized by the Board. Any expenses beyond or outside that budget require explicit approval from the Board.

10.06 Binding the Corporation

No Member has the authority to make any commitment on behalf of the Corporation without authorization from the Board.

Section 11. Adoption and Amendment of By-Laws

11.01 Changes to By-Laws

The Board may from time to time, in accordance with the Act, amend or repeal and replace this by-law, subject to the approval of the Members by a special resolution.


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