BYLAWS

I. Definitions

1. On Cue or OCPH refer to On Cue Performance Hub.

2. Consensus refers to the stage of decision making at which no member present at a meeting objects to the course of action proposed for addressing the question on the floor.

II. Fiscal Year

1. The fiscal year for OCPH shall be July 1-June 30 inclusive.

III. Personnel

1. The Steering Committee is empowered to appoint a Creative Administrator to administer and implement the activities of OCPH, in accordance with the policies and directives of the Steering Committee, the Constitution and Bylaws and any strategic planning framework.

2. The Creative Administrator shall be responsible for hiring, contracting and managing

staff, participating artists and arts organizations. In the absence of a Creative

Administrator these duties shall fall to the OCPH Executive.

IV. Meetings

1. General Meetings

i. OCPH shall host an Annual General Meeting not later than 120 days after the end of the fiscal year.

ii. A General Meeting may be called at any time upon the written request of a majority of OCPH voting members. Such a meeting shall be held within 45 days of the receipt of the request by the Steering Committee Chair.

iii. Notice of General Meetings shall be provided in writing (or by digital dissemination) three weeks in advance to all voting members and via a widely circulated public notice to other members of Regina’s performing arts community. Notice shall provide access to an agenda and any specific resolutions (including amendments to the Constitution or Bylaws).

iv. In the case of the Annual General Meeting, copies of reviewed or audited financial statements approved by the Steering Committee shall be provided a minimum of 14 days in advance of the meeting.

v. Resolutions that have not met the notice provisions above may be considered if two thirds of the voting members present agree.

vi. A majority of voting members shall constitute a quorum.

vii. Meetings may be held in person, virtually or via a combination of these mechanisms in real time.

2. Steering Committee Meetings

i. The Steering Committee shall meet a minimum of six times a year and as necessary for the efficient completion of Committee responsibilities, especially overseeing finances.

ii. Meetings may be convened in person, virtually or in a hybrid format.

iii. All decision making relating to financial, membership or personnel matters shall be brought to a vote through a motion. Otherwise all decision making will proceed through consensus unless the Chair determines that consensus cannot be reached in which case a decision will be made through a majority vote on a formal motion.

iv. The chair shall vote only in the case of a tie.

v. A majority of Steering Committee members shall constitute a quorum.

vi. A resolution signed by all members of the Steering Committee shall be as valid and binding as though passed at a duly constituted meeting of the committee.

3. Rules of Order

Steering Committee meetings will generally be conducted in a manner consistent with collegial and consensual decision making. However, at General Meetings and where formal votes are required for the transaction of Steering Committee business, Roberts Rules of Order will govern all proceedings.

V. Subcommittees

1. In order to assure the effective operation of OCPH, the Steering Committee may, as required, establish either ad hoc (short term) or standing subcommittees. Each subcommittee shall include a minimum of one Steering Committee member and may include representatives from the wider performing arts community or any other person with the requisite expertise the Steering Committee chooses to appoint.

VI. Nomination and Elections

1. Nominations

i. A Nominating Subcommittee shall be a standing subcommittee of the Steering Committee chaired by the Past Chair with any additional members appointed at least 60 days prior to the Annual General Meeting.

ii. In the event of a vacancy in the position of Past Chair, another Steering Committee member shall be appointed as Chair of the Nominating Committee.

iii. The Nominating Subcommittee shall solicit and receive nominations for vacancies on the Steering Committee as well as any Life members as appropriate.

iv. Nominations and bios shall be submitted to the Nominating Committee Chair at least 40 days prior to the Annual General Meeting. The Chair will then forward a report with the list of nominees, relevant bios and nominations to the Steering Committee for approval and circulation with the Notice of Meeting.

v. Nominations must be signed by the Nominee and the Nominator.

vi. Additionally the Nominating Committee will provide leadership to the Steering Committee in:

a. Evaluating the current and future leadership needs of the organization,

b. Orienting new members with respect to their role as effective Steering Committee members,

c. Sustaining board members ’interest and commitment,

d. Developing inclusive policies and practices that assure equitable representation on the Steering Committee and a working environment that supports the retention of members from priority groups.

2. Voting

i. All voting members of OCPH, including current members of the Steering Committee whose terms are about to expire, shall have voting privileges at the Annual General Meeting.

ii. There shall be no voting by proxy unless determined an exceptional circumstance previous to the meeting by the Steering Committee.

3. Election of Steering Committee Members

i. In the event that the number of nominated members equals or is less than the number of vacancies on the Steering Committee, the members nominated shall be declared acclaimed.

VIII Terms of Office

1. Steering Committee members may serve for a 2-year term, to a maximum of 3 consecutive terms, excluding any time appointed to fill a casual vacancy. Additionally, the following shall further qualify Steering Committee terms of office:

i. One half of the members shall be elected in alternate years

ii. The term maximum for members shall be waived if the member is elected to the position of Chair, in which case the member shall serve:

a. Their full term as a member, and

b. As Past Chair until there is another Past Chair to assume this role on the Steering Committee

iii. Once a member has served the maximum three consecutive terms, they must take 1 term (2 years) before running for the Steering Committee again.

iv. If no one who meets the term limit requirements is willing to serve on the Steering Committee, a member may be elected who exceeds the term limits.

2. The Chair shall be elected at the Annual General Meeting and at its first meeting after the Annual General Meeting the Steering Committee shall appoint the Secretary and Treasurer from among its ranks.

i. The term for the Chair shall be for 1 year and the Chair shall serve for no more than 2 consecutive terms or 2 years, although in exceptional circumstances the Steering Committee may request a third term.

IX. Vacancies and Resignations on the Steering Committee

1. The position of a Steering Committee member will be deemed to have been vacated if they are absent from three (3) consecutive meetings of the Steering Committee without the written consent of the majority of the other Committee members, and by such absence will be deemed to have resigned. Upon resolution of the Steering Committee to that effect their position on the Committee will be considered vacant and notice to that effect will be communicated to the person concerned.

2. If for any reason a Steering Committee member is unable to complete their term of office, they should provide written notice of their resignation to the Steering Committee.

3. If upon review, a Steering Committee member’s performance has been deemed unsatisfactory, the Executive Committee will request the written resignation of the Steering Committee member. If that is not forthcoming within a reasonable period, OCPH may remove the member at a General Meeting by a resolution circulated to the membership with the notice of meeting.

4. Any casual vacancy occurring within the Steering Committee may be filled by the Steering Committee and any person appointed to fill the vacancy shall be appointed up to the next annual meeting at which time a by-election will be held for the unexpired portion of the term.

X. Duties of the Steering Committee

1. The responsibilities of the Steering Committee shall include but not be limited to the following:

i. Development of strategic plans, governance and operating policies.

ii. Development and approval of annual budgets along with regular financial reviews.

iii. Designating the chartered bank, trust company or credit union where all funds of OCPH shall be deposited in one or more accounts in the name of OCPH.

iv. Passing resolutions which determine the Steering Committee members and/or staff designated as eligible signing authorities for all cheques, promissory notes, bills of exchange, other negotiable instruments or e-transfers executed in the name of OCPH.

v. Appointment of ad hoc or standing subcommittees as needed for realizing the goals and objectives of OCPH.

vi. Annual review of programming relative to organizational goals and objectives.

vii. Hiring a chief administrator and contributing to the annual evaluation of that administrator in the context of organizational goals and objectives.

2. Expectations for individual Steering Committee members will include:

i. Commitment to the work of the organization.

ii. Knowledge and skills in one or more areas of Board governance and/or the performing arts.

iii. Leadership and/or engagement on OCPH subcommittees.

iv. Attendance at meetings of the Steering Committee and any subcommittees on which the member serves.

v. Attendance at Annual General Meetings and any special meetings.

vi. Support of OCPH events, productions, and fund-raising efforts.

vii. Operating as an ambassador on behalf of the organization to the community and as a representative of the community to the organization.

XI Duties of the Executive Committee and Officers

1. The Executive Committee (consisting of the Chair, Past Chair, Secretary and Treasurer) shall be responsible for:

i. Transacting necessary business between regular Steering Committee meetings

ii. Reviewing the performance of Steering Committee members.

2. As OCPH’s chief officer the Chair will be responsible for:

i. Calling and presiding over Steering Committee meetings

ii. Setting agendas in consultation with the chief administrator

iii. Overall direction of the Steering Committee in the context of OCPH’s goals, objectives and strategic plan

iv. Serving as the main spokesperson for OCPH

v. Serving as ex-officio member of subcommittees

vi. Facilitating good governance practices and engagement

vii. Communicating effectively with the Steering Committee and fostering courteous and effective communications between Steering Committee members

viii. Cultivating innovative and creative thinking across the Steering Committee

ix. Monitoring effectiveness of the Steering Committee including good attendance, timely and transparent reporting, strong member contributions and engagement.

3. The Past Chair will be responsible for:

i. Chairing meetings in the absence of the Chair

ii. Chairing the Nominations Subcommittee

iii. Chairing the Personnel Subcommittee and overseeing the annual review of staff performance.

4. The Secretary will be responsible for:

i. Preparing and preserving the minutes of all meetings

ii. Keeping the corporate seal of OCPH

iii. Keeping a registry of OCPH members and their addresses

iv. Preparing and sending notices of meetings by telephonic, electronic or other communication means to each member entitled to attend and vote at meetings. Notices should be sent within a reasonable time prior to meeting dates.

v. Keeping and organizing the correspondence, contracts and other important records of the Steering Committee or ensuring that these are filed to the central digital filing system (Air Table).

vi. Filing or causing to be filed the annual return, changes in the directors of the organization, amendments in the bylaws and other incorporating documents with the Corporate Registry.

5. The Treasurer oversees the finances of OCPH including:

i. Overseeing the preparation of financial statements for the society

ii. Supervising the spending of money, including assuring that there are two signatories/approvals for all cheques and e-transfers

iii. Working with accountants or auditors of OCPH on the audit of financial statements

iv. Reviewing OCPH financial reports at regular meetings of the Steering Committee and at Annual General Meetings.

XII Conflict of Interest Regarding Steering Committee Members

1. Whenever an officer or member or the Steering Committee has a financial or personal interest in any matter coming before the Committee, it is the responsibility of the member to fully disclose such interest and to absent themselves from a Steering Committee business or transactions relating to the matter.

2. The Chair shall assure that the approval of all agendas includes a call for conflicts of interest to be declared.

3. No officer or other member with a conflict of interest may vote or lobby on that matter or be counted in determining the existence of a quorum at a Steering Committee meeting at which that matter is under consideration or brought to a vote.

4. Any transaction in which an officer or member has a financial or personal interest shall be duly approved by members of the Steering Committee who do not have a conflict of interest in the matter.

5. Payments to the interested officer or member shall be reasonable and shall not exceed fair market value.

6. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

XIII Amendments to By-Laws

1. The Steering Committee may, by resolution, make, amend or repeal any by-law that regulates the activities of OCPH.

2. Any such change is effective from the day of the resolution of the Steering Committee until confirmed or rejected aresolution is rejected at the next General Meeting, the change ceases to be in effect.t the next General Meeting.

3. If the resolution is rejected at the next General Meeting, the change ceases to be in effect.