By-Laws and Governance for Membership and Management

This document shall list the current by-laws that will govern Blue Canoe Theatrical Productions inc. also to be known as “Blue Canoe” or “Blue Canoe Productions.” This document shall replace a full Constitution to allow the organization creative freedom in artistic endeavours. Members of the non-profit incorporation known as “Blue Canoe” shall adhere to these by-laws in order to participate or hold membership. The by-laws of subject to review by the incoming Advisory Board and Management Staff after the Annual General Meeting.


The Advisory Board will also be known “The Board”

The Management Staff will also be known as “The Staff” or “Staff”

Section 1- General Members


                        i. All events produced by Blue Canoe Productions shall not be 19+ events when Blue Canoe is the main producer of the event. This will not apply to music series concerts, events held by affiliated outside groups, or bands that are a part of Blue Canoe.
                        ii. When in production, a minimum of 8 hours must pass between time in and out of a rented venue or space per individual.
                        iii. All members of our organization are representatives of Blue Canoe Productions and at no time will a member of Blue Canoe publicly make derogatory comments on any public forums such as social media.
 
                       iv. No member of a cast, crew, production team or band may arrive to any meeting, rehearsal, or performance noticeably under the influence of alcohol or illegal drugs. This is grounds for dismissal at the judgment of the production team.
                        v. During a rental, any access to the space must be approved by the Tech Director or assignee.
                        vi. Each production is responsible for its own code of conduct beyond point 1iv in the bylaws. That law will govern over the full company in all aspects, other codes of conduct will be created by each production and presented to all those involved.


Section 2 - Advisory Board


                        i.  The Board is held by the Government of Ontario to meet at least monthly.
                        ii. The Board has a 48 hour window to make a decision, but can go up to a maximum of one week to make a decision on any topic proposed. They can ask for an extension on any vote but must make their decision within one week.  The Board vote will be decided on a 2/3rds majority.
                        iii. Every reasonable effort will be made to allow for every board member to be present at the board meetings, which includes at least one week’s notice of board meeting times.
                        iv.  In the case of a board member’s absence, minutes must be sent to and promptly reviewed by that board member.
                        v. Any board member will be removed from the Advisory Board if they should miss either a) three consecutive board meetings or b) any four board meetings in a single calendar year.
                        vi.  The Board is to report to the Executive Director regarding any and all meetings, the ED should receive all board minutes to be included in the corporate books.
                        vii.  The Advisory Board is to govern over policy and does not conduct day to day operations. The Board does not have any authority over the day to day operations of Blue Canoe, the staff and board will create and outlined policy vs operation document at the beginning of every term.
                        viii.  Under no circumstances will the Advisory Board abuse their influence to circumvent the Management Staff. The Board will agree to follow direction from the Management Staff during Blue Canoe events or productions.
                        ix.  Any personal disagreements may be arbitrated by the Executive Director, at the request of the Advisory Board.
                        x.  Members of the Advisory Board agree to publicly respect and support decisions and qualifications of fellow Advisory Board members.  Advisory Board members will not publicly disagree with decisions of the Advisory Board as a whole, which were voted by majority.

xi.  Members of the Advisory Board agree to publicly respect and support the decisions and qualifications of Management Staff members.  Advisory Board members will not publicly disagree with decisions of the Management Staff as a whole or as individuals.

xii.  Any member of the Advisory Board in violation of bylaws , 2.x, 2.xi can be dismissed from the Advisory Board by the Executive Director.

xiii.  Any member of the Advisory Board deemed incompetent will be removed from the Advisory Board by the Executive Director. The motion for dismissal can be brought to the Executive Director by any Advisory Board Member or member of the Management staff. The Executive Director will investigate and come to a decision.

xiv. If a Board member is dismissed, a replacement cannot be found until the next Annual General Meeting.


Section 3- Management Staff

                        i.   Management Staff will meet at least monthly
                        ii.  Management Staff members must live in Kingston for no less than 8 months out of the year. Beyond that, if they are out of town, they will communicate remotely in real-time (e.g. telephone, skype, video calling) during meetings when possible.                    
 
                       iii.  Every reasonable effort will be made to allow for every Management Staff member to be present at staff meetings.
                        iv.  Management Staff individuals will have final authority over any topic or event which lies within their area of expertise, as outlined by Management Staff roles, once staff roles have been approved by the board.
                      v.  Any personal disagreements may be arbitrated by the Executive Director, at the request of the Management staff.

                        vi.  Under no circumstances will the Management Staff circumvent decisions of the Advisory Board. The Management staff agrees to follow a company direction agreed upon by the Advisory Board.  If the Advisory Board rejects a proposal by the Staff, the staff has the right to re-present the motion up to three additional times and discuss the reasons for rejection with the Board.
                        vii.  Once a decision has been reached, Management Staff will not publicly disagree with decisions of the Advisory Board as a whole, which were voted by majority.

viii.  Management Staff will publicly respect and support the decisions and qualifications of Management Staff members.  Management Staff will not publicly disagree with decisions of the Management Staff as a whole. Management Staff members will not publicly disagree with decisions of the Management Staff as individuals when appropriate (i.e. when a majority vote is not necessary for the decision, as deemed by the Management Staff).

 ix.  Any member of the Management Staff deemed incompetent will be removed from the staff by the Executive Director. The motion for dismissal can be brought to the Executive Director by any Advisory Board Member or member of the Management staff. The Executive Director will investigate and come to a decision.

x. If any member of the Management Staff is deemed to reflect poorly on Blue Canoe Theatrical Productions inc., this is grounds for dismissal at the discretion of the Executive Director.

xi. When presenting a motion to the board, the Management Staff will allow for seven days to receive a response.

xii. The Executive Director is in charge of hiring Staff at the beginning of every turnover, a time frame that can be determined on a yearly basis.

xiv. The Management Staff may participate as members of any production team, but the Staff can only work on 75% of productions in any (example 3 of 4) The Staff is to make every effort to spread their involvement equally throughout the year.



Disclaimer


            The term “publicly” in sections 1. iv, 2. xi, xii, 3. vii, viii does NOT imply that an Advisory Board Member or Staff Member may not disagree with a decision. Board and Staff meetings are intended for open discussion. Public refers to any person who is not a Board or Staff member, or public forms such as social media, and includes communicating with someone who is not already privy to that information. Any member who is in violation of these sections can be subject to dismissal at the discretion of the Executive Director.