The Annual General Meeting (AGM) of the Peterborough Theatre Guild

will be held at Hot Belly Mama’s on George St.

On September 26th at 8:00 p.m.


Notice to Peterborough Theatre Guild Membership
This is a notice of intention to make Constitutional and By-Law amendments at the Annual General Meeting on September 26th, 8:00 p.m. at Hot Belly Mama’s Restaurant in Peterborough. This notice was sent on September 14th to all members of the Guild. Some members who opted out of receiving email notifications from the Guild may have missed the notice. If you received that notice you may disregard this one as the two are identical.

Dear Members:

The Peterborough Theatre Guild Board of Directors will be proposing a number of amendments to the Constitution and By-laws of the Peterborough Theater Guild at the Annual General Meeting on Tuesday, September 26, 2017. Over the past year, following the lead of the previous Board of Directors who set out a budget for the purpose, we have engaged in a guided review of our governance procedures with the assistance of a hired consultant. As a result of the many hours of work and deliberation undertaken in this process, we are now prepared to ask the membership to vote on amendments. Following best practices, we are providing herein advanced notice of these proposed amendments to you, our members, so that you may consider them in advance of the meeting.

OBJECTIVES

  1. To sustain and build upon a fifty-one (51) year Guild heritage of providing quality  amateur theater for the Peterborough community;
  2. To adhere to the legal requirements for a not-for-profit organization;
  3. To enhance the Guild’s presence and exposure within a changing and competitive artistic environment;
  4. To broaden and grow audience attendance for the high quality performances created by the Guild;
  5. To streamline Board functions and effectiveness;
  6. To assure a sound financial foundation for the long-term operation of the Guild, and
  7. To effectively grow, encourage, and provide meaningful opportunities for the Guild’s committed working volunteer base.

SCOPE OF AMENDMENTS

To achieve these objectives, the Board is proposing amendments which deal generally with:

  1. Updating our constitution and by-laws to adhere to current legal requirements for Canadian Not-for-Profit Charitable organizations
  2. Defining ‘membership’ in the Guild (i.e. working / voting membership), and
  3. The internal operation of the Guild itself (i.e. measures which seek to streamline the Board and make more effective the carrying out of the vast array of activities which are overseen by the Board.)

While there are a number of amendments being proposed, many are actually ‘housekeeping’ in nature. The significant amendments require a number of less significant follow-up amendments in order to maintain consistent wording within our documents.

PROPOSED AMENDMENTS

Organizational Flow Chart (While this is not specifically an amendment to bylaws, it is a significant ‘re-organization’ that has guided several of the amendments which follow.)

Most significant in this reorganization is the creation of three Vice-President roles which will even the workload and responsibilities for our volunteer Board members. This will also clarify lines of communication, align us with legal requirements for not-for-profits, and remove a potential voting deadlock from an even numbered Board and a ‘log jam’ with an extensive production executive reporting to the Board via a President of the Production Executive.

The Board will be proposing the following amendment motions at the AGM. In this NOTICE of INTENT, motions are listed in order as they appear in the Constitution and Bylaws. At the AGM, members will be presented with a further explanation and contextualization for the amendments.


Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “definitions”:

Production Executive is a committee of the Board of Directors responsible for the Guild’s productions and chaired by the President.

be removed.

Rationale: to make wording consistent throughout the document. With a new organizational structure, the volunteers on the Production Executive will answer to various Vice-Presidents, not the President (of the Production Executive).

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”:

1.0    Membership

1.1    The membership of the Peterborough Theatre Guild consists of individuals who have paid an annual membership fee. The Board may limit the number of members if deemed necessary for the proper functioning of the Guild.

be changed to

1.0    Membership

1.1    The membership of the Peterborough Theatre Guild consists of individuals who have paid an annual workingmembership fee. The Board may limit the number of members if deemed necessary for the proper functioning of the Guild.

Rationale: A subscription is not a membership. Working membership fees are waived for working members who purchase subscription packages.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 1.0 Membership:

1.2The annual membership/subscription fees are proposed by the Board of Directors from time to time. Any changes to these fees become effective for the following membership year, subject to confirmation by a majority of members present at an Annual General Meeting or special membership meeting.

be changed to

1.2Any change to the annual working membership fee, proposed by the Board of Directors, becomes effective for the following membership year, subject to confirmation by a majority of members present at an Annual General Meeting or special membership meeting.

Rationale: Deletion of the “/subscription fees” reference, rewording for clarity.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 1.0 Membership:

1.3   The membership year shall correspond to the fiscal year of the Peterborough Theatre Guild.

be changed to

1.3   The membership year shall be from September 1 through August 31.

Rationale: 0nly change is date changed away from fiscal year. Our fiscal year is different from our membership year, and has been for some time.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 1.0 Membership:

1.4    In order for a member to remain in good standing, annual membership fees must be paid by the date of the Annual General Meeting or the first performance of the regular subscription series, whichever comes first.

be changed to

1.4    In order for a member to remain in good standing, annual membership fees must be paid on or by the date of the Annual General Meeting.

Rationale: Date changed to “on or by the AGM”. This creates a window of opportunity for working membership renewals prior to the AGM and unties the season ticket purchases related to the start of the first show of the season.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.1    The affairs of the guild are managed by a Board of no less than 7 and up to a maximum of 12 Guild Members. .

be changed to

2.1    The affairs of the guild are managed by a Board of no less than 7 and up to a maximum of 11 Guild Members.

Rationale: Change to “11” prevents a tied vote at the Board level. Follows advice of consultant.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.3    Board Composition

The Board is constituted and appointed as follows:

Chair of the Board:   Elected to the office annually by the Board of Directors from within its membership.

President (ex-officio):   Confirmed or appointed annually by the Board g

Property Manager:    Elected to the office annually by the Membership at the AGM.

Finance Manager:   Elected to the office annually by the membership at the AGM.

Corporate Secretary:   Elected to the office annually by the Membership at the AGM.

*Vice-President (ex-officio]:   Elected annually by the Membership at the AGM; normally succeeds to the presidency at the end of the President’s final year in office.

1-6 Board Members at large:   Elected by the Membership at the AGM for terms of up to two years at a time.

* Or, if a Vice-President has not been named, or is unable to serve, another member of the Production Executive appointed by the Board.

be changed to

2.3    Board Composition

The Board is constituted and appointed as follows:

All Board members are elected by the membership at an AGM for three year terms in a rotation of terms designed to ensure that a majority of the Board is not elected at any single AGM.

President / Chair of the Board: Elected to the office for a three year term by the membership at an AGM.

Corporate Secretary:  Elected to the office for a three year term by the membership at an AGM.

Treasurer:  Elected to the office for a three year term by the membership at an AGM.

1-8 additional Board Members at large:  Elected by the Membership

at an AGM for three year terms.

Rationale: Three year terms with rotation of one-third of the Board every year is preferable to half the board changing with two year terms.

The titles of corporate officers must align with legal requirements.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.4   A Board Member is normally elected for a two-year term, although a one-year term may be considered in particular circumstances.

be changed to

2.4   A Board Member is normally elected for a three-year term, although a term of less than three years may be considered in particular circumstances, or to ensure that there is continuity of Board members’ term rotation.

Rationale:  Gives the flexibility to ensure overlapping terms.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.8   The Chair may appoint a Vice-Chair from among the Board Members to serve the same term as the Chair.

be removed.

Rationale: The three vice-presidents could each move forward to the Presidency/Chair.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.9The Vice-President is elected by the membership at the Annual General Meeting, to take office as President the following June if the President is in his/her final year, subject to Board confirmation. In the event that a Vice-President is not named at the AGM or is unable to succeed to the presidency, the Board of Directors will appoint the incoming President.

be removed

Rationale: The three vice-presidents are appointed from within the Board. The traditional role of Vice-President has been removed from the Board and replaced by three vice-presidents.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.11    The Chair shall be an ex-officio member of all committees of the Board and may attend any other committee meeting or any events of the Guild in an official capacity without additional charge.

be changed to

2.11    The President/Chair of the Board shall be an ex-officio member of all committees of the Board and may attend any other committee meeting or any events of the Guild in an official capacity without additional charge.

Rationale:  Consistent wording.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 2.0 Board of Directors:

2.12  By a two-thirds vote, the members of the Board may remove a member from the Board for behaviour injurious to the reputation of the Peterborough Theatre Guild or for poor attendance or unacceptable conduct.

be added

Rationale:  There is currently no process for dismissal or removal of Board members in mid-term.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 3.0  Committees of the Board :

3.1   The Board may appoint standing or special committees as deemed necessary from time to time, in addition to the Production Executive provided for in this Constitution.

be changed to

3.1   The Board may appoint standing or special committees as deemed necessary from time to time.

Rationale:  Remove mention of Production Executive for consistent wording in document.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 3.0  Committees of the Board:

3.2   The Production Executive reports to the Board. Except for the members identified as ex-officio Board Members, Production Executive Members cannot serve on both the Production Executive and the Board. The Production Executive comprises the President (who shall be its Chair), the Vice-President and such team leaders and standing subcommittee chairs as may be determined in Board policy from time to time.

The President is an ex officio member of all subcommittees of the Production Executive and may attend any other committee meeting or event of the Guild in an official capacity without additional charge. The President shall be responsible for appointing the chairs of the standing subcommittees of the Production Executive.

be changed to

3.2   A temporary Executive Committee may be appointed by the Board in the event of a Board hiatus or emergency.  A quorum for decision-making by a temporary Executive Committee in this case, when acting for the Board, is a simple majority of those serving.  Any action taken by this Executive Committee shall be minuted, and must be reported to the full Board at its next regular meeting.

Rationale: This prevents a hierarchical level of Executive decision makers and allows the Board to share responsibilities more evenly.

3.3  The Board will maintain a Governance and Nominating Committee to be Chaired by the President / Chair of the Board. This standing committee shall report to the Board and will carry responsibility for recruitment and orientation of new Board members and ongoing review of all policies, bylaws and job descriptions for the Guild.

Rationale: On the advice of our consultant, this change represents best practice and supports ongoing Board recruitment and governance oversight.

3.4 The Vice-Presidents: Productions, Development, Operations shall have the authority to appoint such team leaders / department managers / standing subcommittee chairs as may be determined in Board policy from time to time.

Rationale: This is consistent with our practice of having the President of the Production Executive appoint all leaders on the Production Executive. Now this authority is shared in relation to the organizational flow chart.

Other information moved to section 2.0 and reworded as follows:

2.3.2  The President / Chair and Vice-President: Productions are ex-officio members of all play productions and other subcommittees and may attend any other committee meeting or event of the Guild in an official capacity without additional charge.

Rationale: This allows for oversight of the production teams by both the Vice-President of Productions and the President/Chair.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 3.0  Committees of the Board :

3.3    Duties of the Production Executive

It shall be the duty of the Production Executive to exercise delegated powers of the Board which include, but are not limited to:

a.  scheduled theatrical productions

b.  functions related to the productions

c.  development of the appreciation of the theatrical arts, profile of the Guild in the community and member and customer relations

d.  marketing of the Playbill(s)

be changed to

3.3    Duties of the Board

It shall be the duty of the Board of Directors to:

a.  Schedule and produce theatrical productions

b.  Maintain and support functions related to the productions, and maintain positive member and customer relations

c.  Develop the appreciation of the theatrical arts, and the profile of the Guild in the community

d.  Market the Playbill(s)

Rationale:  Points to our three areas of functioning in the organization chart. Removes reference to a Production Executive. Makes the Board more directly responsible.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 4.0 Officers of the Corporation:

The Corporate Officers of the Guild are:

a.Chair of the Board of Directors

b.President

c.Finance Manager

d.Corporate Secretary

e.Property Manager

be changed to

The Corporate Officers of the Guild are:

a.President / Chair of the Board of Directors

b.Corporate Secretary

c.Treasurer

Rationale: In accordance with legal requirements for Canada Revenue and Not-for-Profit Charitable organizations. These are the titles recognized under the law.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the Articles of Incorporation, Constitution & By-Laws

Revised 2005, under “Constitution”, and 4.0 Officers of the Corporation:

4.1   Duties of the Corporate Officers

Duties of the Corporate Officers include but are not limited to:

a.   The Corporate Officers may act as signing officers for banking and contract purposes as set out in Board policy.

b.   The Corporate Officers may serve as the Board’s executive committee to act for the Board of Directors in an emergency between meetings, or in break periods when no regular meeting is scheduled.

be changed to

4.1   Duties of the Corporate Officers

Duties of the Corporate Officers include but are not limited to:

a.   The Corporate Officers may act as signing officers for banking and contract purposes as set out in Board policy.

Rationale: Prevent the executive committee elitism that our consultant warned us about.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the By-Law #1

1.7    At every Annual General Meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of auditors shall be presented, membership fees may be discussed and modified, a Board of Directors, Corporate Officers and Vice-President elected, and auditors appointed for the ensuing year.

be changed to

1.7    At every Annual General Meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of auditors shall be presented, annual working membership fees may be discussed and modified, members of the Board of Directors, Corporate Officersshall be elected in a rotation that ensures Board continuity, and auditors appointed for the ensuing year.

Rationale: Rotating terms wording added. Vice-President struck.

Motion

The Board of Directors, having drafted this motion in its Governance and Nominating Committee and approved this motion at a Board meeting for presentation to the membership, moves that:

The wording of the By-Law #1

5.0    Procedures

5.1    Any member may present in writing to the Board a matter which he or she believes should be considered by the Guild. The Board may refer the matter to the Production Executive for consideration and appropriate action. If the member is not satisfied with the action taken, the Board shall review the matter and advise the member of the results of the review.

be changed to

5.0    Procedures

5.1    Any member may present in writing to the Board a matter which he or she believes should be considered by the Guild. The Board may respond directly to the member or, for interpersonal issues, refer the matter to the Anti-Harassment Policy Coordinator for consideration and appropriate action. If the member is not satisfied with the action taken, the Board shall review the matter and advise the member of the results of the review.

Rationale: Gets mention of Anti-Harassment Policy into the document. Replaces old and vague language.

In an effort to keep you, our membership, informed, we trust that you will take the opportunity to review the above amendments and be prepared to vote on these amendments at the Annual General Meeting.

Respectfully submitted,

Marion Griffin

Marion Griffin

Corporate Secretary

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