NEILSON PARK CREATIVE CENTRE
BY-LAW NUMBER 2
Two Head Office
Three Corporate Seal
Seven Board of Directors
Eleven Deposit of Securities
Twelve Borrowing by NPCC
Thirteen Financial Year
Sixteen By-laws & Amendments
Seventeen Dissolution of NPCC
BY-LAW NUMBER 2
By-law Number 1:1992, amended 1993, 1994, 1995, 1996, 1997, 1998, 2000 and
superseded by By-law Number 2: 2001, amended 2004, 2005, 2008
A By-law relating to the general conduct of the affairs of
Neilson Park Creative Centre
WHEREAS Neilson Park Creative Centre (“NPCC”) was incorporated by Letters Patent
(951606) issued by the Lieutenant Governor of Ontario on the 2nd day of October, 1991,
be it enacted as a By-law of
NEILSON PARK CREATIVE CENTRE
1.01 In this By-law and all other By-laws and Resolutions of NPCC unless the context
.01 the singular includes the plural;
.02 the masculine gender includes the feminine;
.03 “Board” means the Board of Directors of NPCC;
.04 “Meeting” means Annual or General meetings of NPCC;
.05 “Community Representative” means any member of NPCC who may or
may not be affiliated with a Resident Group;
.06 “Corporations Act” means the Corporations’ Act, R.S.O. 1990,
Chap.C.38, and any statute amending or enacted in substitution therefor,
from time to time;
.07 “Documents” includes deeds, mortgages, hypothecs, charges,
conveyances, transfers and assignments of property, real or personal,
immovable or movable, agreements, releases, receipts and discharges for
the payment of money or other obligations, conveyances, transfers and
assignments of shares, bonds, debentures or other securities and all paper
1.02 All terms defined in the Corporations’ Act have the same meanings in this By-law
as in all other By-laws and Resolutions of NPCC.
2.00 HEAD OFFICE
2.01 The Head Office of NPCC shall be at 56 Neilson Drive, in the City of Toronto,
Province of Ontario.
3.00 CORPORATE SEAL
3.01 The seal, an impression whereof
is stamped in the margin hereof, shall be
the Corporate Seal of NPCC.
4.01 The purpose for which NPCC has been incorporated is to establish and operate an
organization to promote the advancement, appreciation and study of visual arts (the term
"visual arts" as used herein is defined to include all renderings created by the hands in
any material for the eye to perceive) by the general public in the City of Toronto and the
To achieve this goal NPCC will:
.01 operate a facility for visual arts in the City of Toronto;
.02 use the above mentioned facility to provide a permanent home for the nonprofit
member groups who support the aims and objectives of NPCC;
.03 operate this facility for classes, seminars, meetings, exhibitions and other
such activities involving the visual arts for the general public;
.04 receive and maintain a fund or funds to provide bursaries and scholarships
to worthy artists and craftspeople who are studying for the visual arts
.05 encourage and foster co-operation between NPCC and regional visual arts
5.01 MEMBERSHIP - Membership shall consist of the Resident Groups and
Individual Members who desire to further the purposes of NPCC. The Board shall have
full discretion as to who shall be admitted to membership.
5.02 CLASSES OF MEMBERSHIP - There shall be two classes of membership:
(a) Resident Group Membership - To be eligible for membership as a Resident
Group, an organization shall agree to accept the purpose of NPCC, to abide by
its By-laws and be an active, non-profit organization engaged in any visual
arts discipline. The Board may determine what terms and conditions shall
govern membership as a Resident Group which shall have rights, privileges
and obligations including:
.01 Rights - Each Resident Group shall be entitled to a permanent studio space
within the facility used by NPCC and to storage space in the facility for
equipment and visual arts materials.
.02 Privileges - Each Resident Group shall be entitled to priority use of studios
before non-member rentals.
.03 Obligations - each Resident Group shall abide by the conditions set forth
in the By-laws of NPCC.
(b) Individual Membership - Any member of the public who agrees to accept the
purpose of NPCC and to abide by its By-laws is eligible to be an Individual
Member. The Board will determine what terms and conditions shall govern
Individual Members and they shall have rights, privileges and obligations,
.01 Rights - Each Individual Member shall be entitled to one vote at all
Meetings and to stand as nominees for election to the Board.
.02 Privileges - Each Individual Member shall be included on the mailing list,
receive reductions in fees for classes and exhibitions as determined by the
Board and may participate in special displays of their visual arts products.
.03 Obligations - Individual Members shall abide by the conditions set forth in
the By-laws of NPCC and pay membership dues as determined by the
5.03 TRANSFER OF MEMBERSHIP - The membership of an Individual Member is
not transferable to any other person.
5.04 MEMBERSHIP RECORDS - The Board shall determine procedures for keeping
membership records and how they will be maintained.
5.05 MEMBERSHIP DUES - The Board is responsible for setting membership dues
payable by Individual Members.
5.06 TERMINATION OF MEMBERSHIP – The membership of any Individual
Member shall be terminated for any of the following reasons:
.01 membership is not renewed before or on the expiry date shown on the
membership card; (amended January 20, 2008)
.02 resignation is received in writing by the Individual Member;
.03 the Individual Member ceases to qualify for membership in accordance
with these By-laws.
5.07 LIABILITY OF MEMBERS - Individual Members shall not be held answerable
or responsible for any liability of NPCC or for any claim, payment or matter connected to
6.01 NOTICE OF MEETINGS - Notice of the place, date and time of Meetings and
the general nature of the business to be transacted shall be given to Individual Members
by mailing the notice no later than fourteen (14) days prior to the date of the Meeting.
The written certification of the Secretary or President that notice has been given pursuant
to this By-law shall be sufficient evidence of the giving of such notice. Notices should
contain sufficient information to permit Individual Members to be reasonably informed
about the subject of the meeting. All notices must remind Individual Members that they
may vote by proxy.
6.02 ANNUAL MEETING - Annual General Meetings shall be held each year at a
time, place and date determined by the Board, for the purpose of:
.01 receiving reports and financial statements that the Corporations’ Act
requires to be presented to Individual Members;
.02 introducing appointed representatives of each Resident Group who are
serving or will serve a two-year term as Directors on the Board;
.03 presenting a slate of nominees for Community Representatives from
which Individual Members will elect Directors to serve on the Board.
.04 approving the appointment of an Auditor for NPCC and giving permission
to set compensation for that Auditor;
.05 voting on any resolution that has been delivered to the Secretary according
to rules set down by the Board;
.06 transacting any other business properly brought to the Secretary in writing
ten (10) days before the meeting has been initiated.
6.03 GENERAL MEETING - The Board may at any time call a General Meeting for
the transaction of any NPCC business, the nature of which is to be specified in the notice
calling for the Meeting. The Board shall determine the time, place and date of such a
Meeting. A Meeting may also be called by Individual Members as provided in the
6.04 QUORUM - A quorum for the transaction of business at Meetings shall be ten
percent (10%) of the membership and unless a quorum is present in person, or by a proxy
representing an Individual Member, no voting shall take place.
6.05 VOTING - Unless otherwise required by the provisions of the Corporations’ Act
or NPCC By-law, all questions for consideration at Meetings shall be determined by a
simple majority of the votes cast by Individual Members. A Resident Group is not
entitled to a vote as one separate entity and must permit the Individual Members
belonging to that group to vote on an individual basis. Every Individual Member, or
proxy holder for an Individual Member, and the Chair, shall have one vote on any
question set before the meeting. In the case of a tie, the Chair shall be entitled to have a
second deciding vote. Every question shall be decided by a show of hands unless a poll
or ballot is requested by the Chair or by an Individual Member.
Whenever a vote is taken by a show of hands, a declaration by the Chair that a resolution
has been carried or lost shall be entered into the minutes. This shall be taken as
conclusive evidence of votes recorded in favour of or against the motion.
6.06 PROXIES - Every Individual Member is entitled to vote at Meetings by means of
a proxy. A person who is not an Individual Member may be appointed as a nominee to
attend and act with the power conferred by the proxy at the meeting. A proxy shall be in
writing and shall be executed by the Individual Member entitled to vote. Subject to the
requirement of the Corporations’ Act, a proxy may be in such form as the Board
prescribes or in such other form as the Chair of the meeting may accept as sufficient. A
proxy shall be deposited with the Board Secretary before any vote is called.
6.07 CHAIR OF THE MEETING - All Meetings shall be chaired by the President or
the Vice-President. In the absence of both, the Individual Members present shall choose
another Director as Chair by a majority vote of members present. If all the Directors
present decline to act as Chair, the Individual Members shall choose one of their number
to act as Chair by a majority vote of members present.
6.08 POLLS - If a poll is requested at any Meeting, it shall be taken in such a manner
as the Chair directs. The result of a poll shall be recorded as a resolution and entered into
the minutes. A request for a poll may be withdrawn at any time prior to the taking of the
6.09 ADJOURNMENTS - Any Meeting may be adjourned to another time. Business
that was conducted at the original meeting may be continued at an adjourned Meeting.
Notice shall be given stating time and place of any adjourned Meeting.
7.00 BOARD OF DIRECTORS
7.01 DIRECTORS - The affairs of NPCC shall be managed by a Board of Directors to
be composed of representatives from the Resident Groups and Individual Members in the
.01 One (1) Director appointed for a two-year term on the Board of Directors
by each Resident Group with a membership of one hundred (100)
members or less;
.02 Two (2) Directors, each appointed for a two-year term on the Board of
Directors by each Resident Group with more than one hundred (100)
.03 Four (4) Directors, each elected at an Annual General Meeting for a twoyear
term as a Community Representative on the Board of Directors.
These Directors may or may not be members of a Resident Group.
.04 The Administrator will be a non-voting member of the Board of Directors.
(amended January 20, 2008)
7.02 NOMINATIONS - A Nominating Committee shall be appointed by the Board (6)
months prior to an Annual General Meeting. The Nominating Committee shall consist of
one Director to act as the Chair and at least two (2) other Individual Members appointed
by the Board who will prepare a slate of candidates to stand for election as Community
Representatives on the Board of Directors. Nominations shall be in writing, signed by
the nominee, the nominator and a seconder.
Independent nominations for Community Representatives may be made in writing by any
two (2) Individual Members, together with the written agreement of the candidate
standing for election. Each Resident Group shall provide written notification listing the
name or names of their appointed representative(s). All nominations and notifications
must be submitted to the Secretary no less than thirty (30) days prior to the date of the
Meeting. Representatives appointed to the board by Resident Community Groups are
subject only to approval by the Resident Community Group.
7.03 QUALIFICATIONS OF DIRECTORS - All nominees who stand for election as
Directors of the Board shall be Individual Members in good standing, must be eighteen
(18) years of age or older, must be of sound mind and not subject to an undischarged
7.04 HOLDING OFFICE - No person shall be qualified to hold office as a Director
unless that person is an Individual Member. Any Director who resigns or ceases to be an
Individual Member for any reason, will terminate the office as a Director and
automatically create a vacancy on the Board.
7.05 ELECTION OF DIRECTORS - Directors appointed by the Resident Groups are
deemed to have already been duly elected for a two-year term on the Board and they are
not required to stand for election at an Annual General Meeting. Two (2) Community
Representative nominees shall stand for election for two-year terms at each Annual
General Meeting. Any Community Representative appointed by the Board to fill a
vacancy that occurred before the first year of the term had lapsed, shall be required to
stand as a nominee for a one (1) year term to complete the office that has been vacated.
[amended Jan 23, 2011]
7.06 VACANCIES – Directors who fail to attend fifty percent (50%) or more of Board
meetings in a twelve (12) month period shall be deemed to have resigned and the seat
will be declared vacant by the Board. Directors remaining on the Board may, at their
discretion, fill a vacancy left by a Community Representative. If the vacancy is created
by a representative from a Resident Group, that group shall be required to find a
7.07 QUORUM - A quorum, consisting of a simple majority of the number of
Directors required to be on the Board, shall be required for the transaction of business at
all meetings of the Board.
7.08 BOARD MEETINGS - Meetings of the Board shall be held at a time and place as
determined by the President, Vice-President or Secretary. The Board shall decide how
many meetings will be held and notification by telephone shall be made no later than
three (3) days prior to the date of the meeting. The Board shall hold a meeting within
seven (7) days following an Annual General Meeting for the purpose of organization,
election and appointment of Officers and the transaction of any other business. Directors
who retire from office at the end of their term shall continue to hold office until the
dissolution of the Board meeting at which their successors are elected.
7.09 VOTING AT BOARD MEETINGS - Questions arising at any meeting of the
Board shall be decided by a majority of votes. In the case of a tie, the Chair of the
meeting shall cast a second deciding vote. At all meetings of the Board, every question
shall be decided by a show of hands unless a poll on the question is required by the Chair
or requested by any Director. A declaration that a resolution has been carried or lost shall
be entered into the minutes by the Secretary and is conclusive evidence of the votes
recorded in favour of or against the resolution.
7.10 REMUNERATION OF DIRECTORS - Directors shall serve without
remuneration, and no Director shall directly or indirectly receive any profit from his
position. The Board may allow a Director to be remunerated for reasonable expenses
incurred in the performance of Corporation duties.
7.11 DUTIES OF THE BOARD - Officers and Directors of NPCC are responsible for
all business related to the administration of the facility on behalf of its Members.
Directors shall determine the policies and procedures required for the operation of the
facility and they shall oversee all financial commitments of NPCC. The Directors shall
be responsible for all contracts that have been authorized and approved by the Board
including agreements made with its employees. It is the duty of all Directors to be
knowledgeable about NPCC, to attend and make informed decisions at Board Meetings
and to serve on committees as requested by the Board.
7.12 INDEMNITIES TO DIRECTORS - Every Officer and Director of NPCC and
their heirs, executors and administrators, and estates and effects, respectively shall from
time to time and at all times, be indemnified and saved harmless, out of the funds of
NPCC, from and against,
.01 all costs, charges and expenses whatsoever which the Director or Officer
sustains or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against him for or in respect of any
act, deed, matter or thing whatsoever made, done or permitted by him in or
about the execution of the duties of his office, and,
.02 all other costs, charges and expenses which he sustains or incurs in or
about or in relation to the affairs thereof, except costs charges and
expenses occasioned by his own wilful neglect or default.
7.13 PROTECTION OF DIRECTORS AND OFFICERS - No Officers or Directors of
NPCC shall be liable for the acts, receipts, neglect or defaults of any other Director or
Officer or employee or for joining in any receipt or act for the conformity or for any loss,
damage or expense happening to NPCC, or for, or on behalf of NPCC or for the
insufficiency of any security in or upon which any of the money of or belonging to NPCC
shall be placed out or invested or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, firm or corporation with whom or which any
monies, securities or effects shall be lodged or deposited or for any loss, damage or
misfortune whatever, which may happen in the execution of the duties of his respective
office, or trust, or in relation thereto, unless the same shall happen by or through his own
wrongful and wilful act or through his own wrongful and wilful neglect or default.
7.14 RESPONSIBILITIES FOR ACTS - The Officers and Directors of NPCC shall not
be under any duty or responsibility in respect of any contract, act or transaction whether
or not made or entered into in the name or on the behalf of NPCC, except such as shall
have been submitted to and authorised or approved by the Board.
7.15 OTHERS PRESENT - The Chair of a Board meeting shall determine such others
that shall be entitled to attend and to speak at meetings of the Board, personally or
through delegates, but who shall not be entitled to vote.
8.01 EXECUTIVE OFFICERS - There shall be a President, Vice-President, Secretary,
Treasurer and such other officers as the board may determine from time to time. These
officers shall be elected from among Board Members at the first meeting of the Board
after an Annual General Meeting.
8.02 PRESIDENT - The President shall preside at all meetings of the Board and of the
Members, shall prepare agendas, call for and receive reports of Committee Chairs and
Resident Group representatives and perform such other duties as prescribed by the Board
.01 chairing Executive Committee meetings and making recommendations to
the Board of Directors regarding deliberations;
.02 attending committee meetings in an ex-officio capacity with the exception
of the Nominating Committee;
.03 acting as a liaison with such staff and volunteer committees who manage
the affairs and operations of NPCC.
8.03 VICE-PRESIDENT - In the absence of the President, the Vice-President shall
perform such duties at meetings as are usually performed by the President. The Vice-
President shall assist the President with the supervision of affairs and operations of
NPCC and perform such other duties as are prescribed by the Board relative to the office.
8.04 SECRETARY - The Secretary is responsible for giving notice of all meetings of
the Board and Members and shall perform such other duties relative to the office as
prescribed by the Board including:
.01 recording the minutes and reports and attending to correspondence
pertaining to NPCC business;
.02 providing safe custody of the minutes of all meetings and supervising the
safe-keeping of the Corporate Seal, the Letters Patent, all books, papers,
records, correspondence belonging to NPCC;
.03 co-signing with the President, all By-laws, Resolutions, Policies, Contracts
and Agreements of NPCC.
8.05 TREASURER - The Treasurer shall be responsible for keeping full and accurate
accounts of the financial business of NPCC and by virtue of the position shall
automatically be a member of the Finance Committee. The Treasurer shall be responsible
for, or shall oversee, the following:
.01 receipt of all monies and valuable effects and their deposit in a bank,
banks or trust company designated by the Board of Directors in the name
of NPCC .
.02 payment of all bills, accounts and staff salaries approved by the Board;
.03 preparation of reports to inform the Board of Directors of financial
transactions, the financial position of NPCC and any other financial
business at regular meetings or whenever required;
.04 the preparation of year-end financial statements for audit, meeting auditors
as required and presenting Members with year-end audited Financial
Statements at the Annual General Meeting;
.05 filing of an audited copy of the Balance Sheet, showing the general
conditions of NPCC’s liabilities and assets and an audited statement of its
Income and Expenditures for the preceding year into NPCC general
.06 transmission annually of all reports required by Revenue Canada within
six (6) months of the end of the fiscal year.
The Treasurer shall provide support to the administrative staff in the financial operation
of NPCC and any other duties as prescribed by the Board relative to the office.
8.06 APPOINTEES – Directors may appoint persons to hold non-voting advisory
positions on the Board for business, financial or legal advice as the need arises.
9.01 COMMITTEES - The Directors shall establish committees to implement
objectives of NPCC. Committees may be organized by Chairs or a Co-ordinators who
have been appointed by the Board and are responsible to the Board.
9.02 CLASSES OF COMMITTEES - There shall be three (3) classes of committees
working under the direction of the Board:
(a) Board Committees -The function of all Board Committees shall be to meet for
the object of deliberating on particular issues that would consume too much
time at Board meetings. All Board Committees shall report and make
recommendations to the Board. The Board Committees shall consist of the
.01 The Executive Committee shall consist of the President, Vice-President,
Secretary and Treasurer together with one other Director selected by the
Board, and it shall meet at the request of the President. The Executive
Committee shall oversee the administration of NPCC with specific duties
of hiring and supervising staff, monitoring the effectiveness of policies
and procedures, receiving reports from the Administrator, overseeing the
planning process and performing any other duties that may be requested
by the Board.
.02 The Finance Committee shall consist of the Treasurer and no less than two
(2) Directors of the Board. The Finance Committee shall be responsible
for planning the annual budget, financial policies, investments and any
other matters related to financial operation.
.03 The Nominating Committee shall consist of one Director and no less than
(2) Individual Members appointed by the Board. The Nominating
Committee shall be responsible for producing a slate of candidates who
will stand for election at an Annual General Meeting pursuant to Section
.04 Ad Hoc Committees shall be formed at the discretion of the President as
the need arises from time to time.
(b) Standing Committees - It shall be the role of Standing Committees to initiate
activities that will result in community out-reach for visual arts and support
programs initiated by Resident Groups. Standing Committees will be
responsible for all NPCC record-keeping. Standing Committees shall operate
thoughout the year and shall keep the Board informed of their operations
through written reports or by invitation to Board meetings. Standing
Committees may include the following:
.01 A Program Committee shall plan year-round classes and workshops aimed
at education and appreciation of visual arts. All programming shall
endeavour to attract the interests of children, teens and adults from all
segments of the community by hiring creative, competent instructors who
have high standards of design and technique. Programs shall always be
complementary to the classes and workshops of Resident Groups. The
Program Committee shall be responsible for setting fees.
.02 A Gallery Committee shall be responsible for providing year-round
gallery exhibitions for the enjoyment and edification of the community. It
shall meet regularly to review gallery rental applications ensuring that
exhibitions reflect the ethnic and cultural diversity of the community. The
Gallery Committee shall ensure that Resident Groups receive priority
scheduling for exhibitions. It shall provide for at least three (3) NPCC
exhibitions which are open to artists in the community and allow for a
variety of media. The Gallery Committee may recommend adjustments to
rental fees, contracts and any other matters pertaining to the administration
costs of art exhibitions.
.03 Membership application form, processing applications for membership and
issuing membership cards to Individual Members. Membership
application information shall be kept in the office on a data base that will
be regularly updated so that records are available as required.
(c) Occasional Committees - Seasonal committees shall be organized throughout
the year for the purpose of fund-raising and to assist with any other special
events. Resident Groups may assist in providing volunteers for fund-raising
events, and income derived from these activities may be applied towards
operational expenses of NPCC.
9.03 VOLUNTEERS – Volunteer services may have co-ordinators who are
responsible to the Board for obtaining the assistance of Individual Members to assume
leadership roles, to work on committees, to help with general office duties and any other
work that may be required from time to time. Non-members may serve as volunteers
although they shall not be entitled to the rights and privileges of Individual Members.
When volunteers cannot be found to implement all of the purposes of NPCC, a person or
persons may be hired by the Executive Committee. Office staff, security staff, instructors
and any other personnel may be hired for full or part-time positions as required.
10.01 CHEQUES, DRAFTS, NOTES ETC. - All cheques, drafts or orders for the
payment of money and all notes and acceptances and bills of exchange shall be signed by
the signing Officer or Officers or person or persons in the manner from time to time
prescribed by the Board.
10.02 EXECUTION OF DOCUMENTS - Documents requiring execution by NPCC
may be signed either by the President or Vice-President along with either the Secretary or
the Treasurer and all Documents so signed are binding upon NPCC without any further
authorisation or formality. The Board may from time to time appoint any Officer or
Officers or any person or persons on behalf of NPCC, either to sign Documents generally
or to sign specific Documents. The Corporate Seal of NPCC shall, when required, be
affixed to Documents executed in accordance with the foregoing.
10.03 BOOKS AND RECORDS - The Board shall see that all necessary books and
records of NPCC required by the By-laws of NPCC or by any applicable statute are
regularly and properly kept.
11.00 DEPOSIT OF SECURITIES
11.01 The securities of NPCC shall be deposited for safe keeping with one or more
banks, trust companies or other financial institutions to be selected by the Board. Any
and all securities so deposited may be withdrawn, from time to time, only upon the
written order of NPCC signed by such Officer or Officers, agent or agents of NPCC, and
in such manner, as shall from time to time be determined by resolution of the Board or
provided for in the By-laws and such authority may be general or confined to specific
The institutions which may be so selected as custodians of the Board shall be fully
protected in acting in accordance with the directions of the Board and shall in no event be
liable for the due application of the securities so withdrawn from deposit or the proceeds
12.00 BORROWING BY NPCC
12.01 Subject to the limitations set out in the By-laws or in the Letters Patent of NPCC,
the Board may,
.01 borrow money on the credit of NPCC;
.02 issue, sell or pledge securities of NPCC;
.03 charge, mortgage, hypothecate or pledge all or any of the real or personal
property of NPCC, including book debts, rights, powers, franchises and
undertakings, to secure any securities or any money borrowed, or other
debt, or any other obligation or liability of NPCC, provided that, except
where NPCC borrows on the security of its real or personal property, its
borrowing power shall be limited to borrowing money for current
12.02 From time to time the Board may authorise any Director, Officer or employee of
NPCC or any other person to make arrangements with reference to the money so
borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as
to the security to be given therefor, with the power to vary or modify such arrangements,
terms and conditions and to give such additional security as the Board may authorise, and
generally to manage, transact, and settle the borrowing of monies by NPCC.
13.00 FINANCIAL YEAR
13.01 The financial year of NPCC shall terminate on the 30th day of June in each year or
on such other date as the Board may from time to time determine by resolution.
14.01 Individual Members, at each Annual General Meeting, shall authorise the Board to
appoint an Auditor to audit the accounts of NPCC and to provide remuneration for such
15.01 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision of the By-laws requiring a specified number of days' notice of any
meeting or other event, the date of giving the notice, unless otherwise provided, is not
15.02 OMISSIONS AND ERRORS - The accidental omission to give notice of any
meeting of the Board or Individual Members, or the non-receipt of any notice by any
Director or Individual Members, or any error in any notice not affecting its substance
does not invalidate any resolution passed or any proceedings taken at the meeting.
16.00 BY-LAWS AND AMENDMENTS
16.01 The By-laws of NPCC shall be enacted by the Board and confirmed by at least
two-thirds of the votes cast by Individual Members present, or represented by proxy, at a
Meeting duly called for the purpose of considering By-laws. By-laws enacted by the
Board shall, unless confirmed at a Meeting duly called for that purpose, have force only
until the next Annual General Meeting, and unless confirmed at that Annual General
Meeting shall cease to be in effect after that time.
16.02 By-laws not embodied in the Letters Patent may be amended, altered, repealed,
suspended or re-enacted in the manner contemplated and subject to the provisions of the
Corporations’ Act. Such change shall be referred to a Committee appointed from the
Executive Committee in order that it may be brought into form and conformity with
17.00 DISSOLUTION OF NPCC
17.01 In the event that NPCC should be dissolved for any reason, all outstanding
obligations shall be dealt with as determined by the Board. Also any assets that are held
by NPCC at the time of dissolution shall be disposed of in a manner to be determined by
the Board, consistent with any restrictions that may be imposed by the Corporations’ Act,
Letters Patent or any other governing statutes or regulations.
18. ORDER OF BUSINESS
18.01 Where not otherwise provided for in these Bylaws, the rules of order and
procedures at meetings of Neilson Park Creative Centre shall be according to Call to
Order: Meeting Rules and Procedures and Advice for Non-profit Organizations, Second
Edition by Herb Perry and Susan Perry.
A Membership Committee shall be responsible for preparing a