Bylaws

Bylaws of the
Bruneau Centre for Excellence in Choral Music
Memorial University of Newfoundland

Adopted by the Board of Directors May 10, 2021

1. The following are the Bylaws of the Bruneau Centre for Excellence in Choral Music, at Memorial University of Newfoundland (the “University”), hereinafter referred to as the “Centre,” which comprises a Board of Directors, an Awards Panel, a Centre Director, and Administrative Staff, as set forth within the Constitution of the Centre.

2. The objectives of the Centre are stated in the Purpose and Mandate of the Constitution of the Centre.

3. Members of the Board of Directors, hereinafter referred to as “Board members” shall be appointed by the Dean of the School of Music on the recommendation of the Board. The Board shall search for appropriate candidates in consideration of the following factors, in no order of precedence:

a. competency, willingness, and availability to perform the duties of the Board;
b. representation from different geographical areas in the Province of Newfoundland and Labrador;
c. representation by individuals who bring such other qualities to the job as the Board sees fit;
d. over 18 years of age.

4. The Chair will circulate to the Board a call for nominations of candidates for new Board members. The Board will vote on candidates.

5. Membership on the Board of Directors is not transferable.

6. The office of a Board member shall be automatically vacated if:

a. s/he is found to be mentally incompetent or of unsound mind;
b. by notice in writing to the Chair of the Board of Directors she/he resigns her/his office;
c. s/he no longer qualifies to be a director; or
d. s/he dies.

7. Should a Board member resign her/his office or cease to be a Board member, whereupon her/his office as Board member shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the decision of the Dean of the School of Music on the advice of the Board.

8. The Board may, by special resolution, remove any Board member before the expiration of the period of office and appoint another person in her/his stead. The person so appointed shall hold office during such time only as the Board member in whose place s/he is appointed would have held office if s/he had not been removed.

9. The Awards Panel Chair shall be a Board member chosen by the Board at its Spring meeting to serve one-year, renewable terms. The normal term runs from May to April. Appropriate candidates for the Awards Panel shall be chosen by the Board in consideration of the following factors, in no order of precedence:
a. competency, willingness, and availability to perform the duties of the Awards Panel;
b. representation from different geographical areas in the Province of Newfoundland and Labrador;
c. representation by individuals who bring such other qualities to the job as the Board sees fit;
d. representation of faculty members (3) and professional peers from the artistic community (2);
e. over 18 years of age.

10. The composition of the Awards Panel shall be guided by principles of equity, diversity, inclusion and shall be reviewed annually by the Board Chair in consultation with the Executive Committee. Members of the Awards Panel shall normally serve no more than three consecutive years.

ADMINISTRATIVE STAFF

11. The administrative staff shall provide support to the Centre.

12. The administrative staff shall include the role(s) of BCECM Coordinator responsible for grants facilitation, day-to-day activities of the Centre, the processes of the granting cycle, overseeing special projects, and other duties as assigned by the Centre Director.

OFFICERS

13. The officers of the Centre shall be a Chair and Past Chair.

14. The Board members shall elect one of their number to be the Chair of the Board. The Chair shall have general supervision of the activities of the Centre and shall perform such duties as may be assigned to her/him by the Board from time to time.

15. The Chair shall preside at all meetings of the Board of Directors. The Dean of the School of Music shall see that all orders and resolutions of the Board of Directors are carried into effect.

16. The Chair, or Board members designated by the Chair, shall act as spokespersons for the Centre. The Board or, failing them, the Chair, may designate such other individuals to act as spokesperson for any particular purpose or purposes as they or s/he deems advisable.

17. In the absence or disability of the Chair, the Board members present shall choose someone of their number to be Chair.

18. The Past Chair shall:

a. serve for one year following the expiry of the appointment as Chair;
b. attend meetings of the Board of Directors; and
c. provide advice, support, and mentoring for the Chair, ensuring continuity.

19. The role of Secretary shall be provided by staff of the School of Music. The Secretary shall:

a. attend all meetings of the Board of Directors and act as clerk thereof and ensure that all votes and minutes of all proceedings are recorded in the books to be kept for that purpose;
b. give or cause to be given notices of all meetings of the Board of Directors;
c. be custodian of all records of the Centre and manage those in accordance with the University’s Information Management policy and procedures; and
d. perform other such duties as may from time to time be directed by the Board of Directors.

20. The role of Treasurer shall be provided by staff of the School of Music, normally the Senior Administrative Officer.

QUORUM

21. One half the number of members of the Board of Directors plus one Board member shall constitute a quorum for a meeting of the Board of Directors.

MEETINGS

22. Meetings of the Board shall normally be held a minimum of twice annually and shall be called by the Chair and arranged by the Secretary. Meetings are not normally held in July and August. Notice of meetings shall be given to each Board member within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

23. At each meeting of the Board of Directors, the following items of business, at least, shall be dealt with and shall be deemed to be ordinary business:

a. Minutes of last meeting;
b. Consideration of an activity report of the Centre Director;
c. Consideration of the financial position of the Centre.

24. No business shall be transacted at any meeting of the Board unless a quorum of members is present at the commencement of such business.

25. A Board member may participate in a meeting of the Board or a committee of the Board by electronic means. Each participant in such an electronic meeting must be able to communicate simultaneously with all of the others in attendance at such meeting, and is deemed to be present and to have agreed to participate.

26. Every Board member shall have one vote and no more, and votes may be cast in person only; there shall be no proxy voting. Any Board member participating in the meeting in accordance with clause 25 shall be considered present.

27. In the event of a tie during a vote, the Chair may make a determination.

CONFLICT OF INTEREST

28. Board members and Award Panel members shall review and understand the definition of conflict of interest, including real, perceived, and potential conflict of interest, as per the University’s Conflict of Interest policy. Potential conflicts of interest which may be averted by avoidance of a situation or by absenting oneself from the discussion/decision shall be disclosed verbally in the particular situation. If such situations arise at a meeting of the Board members, a Board committee, or the Awards Panel, the Board member or Awards Panel member shall declare the potential conflict, absent her/himself from the meeting or that particular discussion. This shall be recorded in the minutes of the meeting.

COMMITTEES

29. The Board may from time to time constitute ad hoc or standing committees as it deems necessary to assist the Board members in carrying on the affairs of the Centre and shall prescribe the mandate of any. The Board may determine the composition of any committee, which may include persons who are not members of the Board.

30. The Board shall establish the following standing committees:

a. Executive Committee
b. Nominations Committee
c. Special Projects Committee
d. Strategic Planning Committee

31. Membership in the Executive Committee shall comprise the following members:
a. Chair of the Board (Chair)
b. Past-Chair of the Board (If vacant, this position on the Committee should be filled by a member of the Board)
c. Dean of the School of Music
d. Chair of the Awards Panel
e. Centre Director
f. Treasurer
g. Secretary
h. Centre Coordinator

The Committee shall meet monthly, with the following responsibilities:
a. Prepare the agenda for Board meetings
b. Advise Choral Centre staff on minor business arising in between Board meetings
c. Consider financial sustainability initiatives
d. Report to the Board on business undertaken.

32. The Chair of the Board shall appoint Board members of each Committee and shall appoint one member of each Committee to serve as the Committee Chair.

AMENDMENTS

33. These Bylaws may be repealed or amended by a majority of the Board present at a meeting of the Board of Directors and sanctioned by the Dean of the School of Music.