THE CANADIAN ASSOCIATION OF STAND-UP, SKETCH & IMPROV COMEDIANS INC. (CASC) CONSTITUTION AND BYLAWS
Article I – NAME
1) The name of the Association shall be the Canadian Association of Stand-up, Sketch & Improv Comedians (CASC), hereinafter referred to as “the Association”.
Article II – MISSION/MANDATE and OBJECTIVES
1) The Mission/Mandate of the Association (the “Mission”) shall be:
To build a thriving and dynamic comedy industry in Canada, the Association will engage aspiring professional and established professional Canadian comedians through advocacy, career opportunity, support for programming, as well as professional development and industry education. The Association will strive to enrich and further Canada’s professional comedy industry domestically and abroad.
2) The objectives of the Association (the “Objectives”) shall be:
i. to advocate on behalf of the Association membership and collaborate with private and public sector stakeholders in the comedy industry;
ii. to promote a respectful, safe, and harassment free environment for aspiring and established comedy professionals;
iii. to elevate stand-up comedy to a recognized art form in Canada, (e.g. a “Field of Practice” with the Canada Council for the Arts);
iv. to pursue programming and career development opportunities for the Association membership, inclusive of marginalized populations within our own community;
v. to support, develop, and/or act upon a funding infrastructure that provides economic resources directly to Canadian comedy writers and performers;
vi. to help establish guidelines for the development and implementation of Canadian content legislation that serves Canada’s comedy writers and performers; vii. to outline processes for conflict resolution within our community, and between our community and outside stakeholders in the comedy industry;
viii. to increase awareness of and facilitate education and programming on issues that affect all professional comedians (and their related industry) in Canada, inclusive of unique cultures, geographical circumstances, and other obstacles and challenges;
ix. to assist Canadian comedians to be as healthy and successful as possible; and
x. to foster positive relations between the Association membership and private and public sector stakeholders in the comedy industry, as well as amongst aspiring and established comedy professionals.
Article III – MEMBERSHIP
1) The Association shall consist of regular members, and such other classes of membership as designated by the Board of Directors from time to time, and approved at the Annual General Meeting (as defined herein) of the Association.
2) A membership year shall run from May 1st to April 30th (“Membership Year”).
3) All members of the Association (each a “Member” and collectively, “Members” and “Membership”) shall be persons whom:
i. have publicly performed as a comedian, or written for publicly performed comedy;
ii. identify as an aspiring professional, or established professional comedian;
iii. have read, support, and agreed to the Objectives of the Association;
iv. have read, support, and agreed to the Association’s Workplace Safety and Harassment Policy;
v. have read, support, and agreed to the Association’s Code of Conduct;
vi. are Canadian citizens, or landed immigrants; and
vii. have registered with the Association and paid the annual Membership Fee.
4) Members shall be entitled to: (i) attend meetings of the Association, including:
(a) Board of Director meetings (unless the Board of Directors is unable to meet in person, or require an urgent “in camera” meeting), at which Members will have no voting privileges, unless otherwise set out herein;
(b) all General Meetings, at which Members will have voting privileges related to the Operating Budget presented by The Board of Directors, proposed changes to the Constitution and ByLaws, or on other matters as determined by the Board of Directors;
(c)unless otherwise set out in the definition of other classes of membership as designated by the Board of Directors;
(d) all standing committee meetings, at which they will have voting privileges;
(ii) be eligible for election to office in the Association.
5) Membership registration will be recorded by the board Treasurer, (“the Treasurer”), upon their receipt of the annual Membership fee, full name, e-mail address, and postal code of the primary residence of any qualified applicant, as well as electronic, or written verification that the qualified applicant has read and agreed to the Association’s Objectives, Workplace Safety and Harassment Policy, and Code of Conduct.
6) Each Member shall have active membership status on an ongoing basis upon paying the annual fee, until such time as such membership is terminated by written notice to the Treasurer, or as otherwise provided herein.
7) Any discrepancies with respect to a Member’s status as satisfying Membership criteria shall be discussed at the soonest possible General Meeting (as defined herein), at which the Board of Directors (as defined herein) has the authority to terminate such Member from the Association, and any respective vote, effective immediately.
Article IV – BOARD OF DIRECTORS
Section 1 – OFFICERS
1) The business of the Association shall be conducted and managed by a board of directors (the “Board of Directors”) and shall be in accordance with the Mission/Mandate, and Objectives.
2) The Board of Directors shall consist of the following officers (“Officers”)
i the President;
ii the 1st Vice-President;
iii the 2nd Vice-President;
iv the Treasurer;
v the Secretary;
vi the; Funding Officer; and
vii the Membership Officer
any five (5) of which shall constitute a quorum.
3) The term of office for each member of the Board of Directors shall be two (2) consecutive Membership Years in the same position, unless extended by approval of the Board of Directors.
4) A position on the Board of Directors is automatically vacated either by disability, by written resignation to the Secretary, or if the member misses three (3) consecutive Board of Directors meetings without providing reasonable explanation for the absences.
5) Officers may be removed from office for just cause after due process and by affirmative vote of two-thirds (2/3) of the members of the Board of Directors.
Section 2 – DUTIES OF OFFICERS
1) The President shall preside at all meetings of the Association and of its Board of Directors, unless directed to another Officer at their sole discretion. In the absence of the President, the duties of the President shall be carried out by the 1st Vice-President.
2) The 1st Vice-President shall act in the absence of the President, and perform other duties as assigned by the Board of Directors.
3) The 2nd Vice-President shall perform duties as assigned by the Board of Directors.
4) The Treasurer shall supervise the collection of, and keep on deposit, the funds of the Association; keep full, correct and clear record of the financial transactions of the Association, supporting all disbursements with proper vouchers; see that the funds of the Association are disbursed as directed by the Board of Directors; prepare a statement and submit it to the Board of Directors for presentation at the Annual General Meeting of the Association for the previous Membership Year; submit to the Board of Directors at the Annual General Meeting a proposed Operating Budget for the upcoming Membership Year; and maintain a register of all Members of the Association.
5) The Secretary shall keep a record of minutes taken of the proceedings of Association meetings (such minutes to be made available to all Members) and shall have custody of all books, records and papers of the Association, except such as shall be in the custody of other persons authorized to have possession by resolution of the Board of Directors.
6) The Funding Officer shall liaise between the Board of Directors and standing and ad hoc committees, (as defined herein), specifically concerned with fundraising, funding applications for private or public sector grants, sponsorships, and other transactional collaborations involving the Association with external organizations.
7) The Membership Officer shall liaise between the Board of Directors and all other standing and ad hoc committees, (as defined herein); promote the Association’s Membership to the comedy community at large; and receive, document, and communicate to the Board of Directors any conflicts and concerns reported by Members in relation to the Objectives, Workplace Safety and Harassment Policy and Code of Conduct.
Section 3 – APPOINTMENT OF COMMITTEES
1) The Board of Directors shall have the power to appoint and terminate both standing and ad hoc committees.
2) Committee membership shall terminate at the end of the then current Membership Year unless extended by the Board of Directors.
3) Subject to subsection 3(5), standing and ad hoc committee membership is open to all Members and those who sign-up to sit on such a committee determine its respective Chairperson by majority vote, or as determined by the President in the event of a tied vote. Standing and ad hoc committees are also open to non-Member volunteers who can participate in committee activities and initiatives, but shall not have any voting privileges, or serve as its Chairperson.
4) Committee reports are to be submitted to the Membership Officer, and filed by the Secretary from time to time and/or when requested by the Board of Directors. If submitted, such reports shall be made available to all Members at the next General Meeting.
5) The following standing committees shall exist on an ongoing basis, unless terminated by the Board of Directors:
- Industry Advisory Committee: which shall consist of (A) one (1) Member, appointed by the Board of Directors to serve as Chairperson; and (B) a minimum of two (2) non-Member industry stakeholders, approved by the Board of Directors (the “Advisors”) who offer expertise and knowledge to help guide the Association in its pursuits. The Advisors shall be consulted from time to time, as needed, and will be recognized publicly by the Association. For clarity, Advisors are not required to attend meetings.
- Funding Committee: which shall consist of (A) the Funding Officer who shall not serve as Chairperson; and (B) at least two (2) Members at large. This Committee actively pursues opportunities to generate revenue for the Association through private and public funding sources, with approval by the Board of Directors.
- Membership and Elections Committee: which shall consist of (A) the Membership Officer who shall not serve as Chairperson; and (B) at least two (2) Members at large. This Committee actively generates awareness for membership registration in the stand-up comedian community and is responsible for organizing and running elections leading up to and at the Annual General Meeting, and collecting and presenting submitted issues to the Board of Directors related to the Objectives, Workplace and Safety Harassment Policy, and Code of Conduct.
Article V – MEETINGS
Section 1 – ANNUAL GENERAL MEETING 1) An annual general meeting of the Association shall be held once per Membership Year (“Annual General Meeting”, or “AGM”), each upon a date fixed by the Board of Directors.
Section 2 – GENERAL MEETINGS 1) Additional general meetings (each, a “General Meeting”, or “GM”) may be held in any Membership Year at the discretion of the Board of Directors. The date of each, if any, shall be fixed by the Board of Directors.
Section 3 – NOTICE OF MEETINGS 1) Notice of the Annual General Meeting, and any General Meeting, if applicable, shall be in writing or by e-mail to all Members at least 14 days in advance of the meeting.
Section 4 – QUORUM 1) A quorum at the Annual General Meeting or any General Meeting shall be Ten Percent (10%) of the Association Membership.
Section 5 – VOTING 1) All Members in good standing shall have voting privileges, notwithstanding any such new Membership classes designated by the Board of Directors, concerning the Operating Budget presented by the Board of Directors at the Annual General Meeting; any proposed changes to the Constitution and ByLaws; and any other matters as
2) Any question posed for the consideration of the Membership at a standing committee, or ad hoc committee meeting of the Members shall be determined by a majority of the votes cast by Members entitled to vote at such meeting, and conducted by the respective committee Chairperson.
3) Each Member is entitled to one vote and in all instances:
(i) the President shall have the casting vote in the case of an equality of votes at Board of Directors meetings and General Meetings; and (ii) the committee Chairperson shall have the casting vote in the case of an equality of votes at their respective standing committee meetings, or ad hoc committee meetings.
Section 6 – ATTENDANCE 1) All meetings must be held in a publicly accessible location. Members may attend either in-person, or via any suitable electronic medium (i.e., smartphone, FaceTime, Skype, Facebook Live, YouTube Live, etc.).
Article VI – ELECTIONS
1) Officers are elected by a simple majority of Members in good standing in attendance at the Annual General Meeting.
2) The Board of Directors shall request nominations in writing from all Members for such positions of Officers in the Association due to fall vacant at the next Annual General Meeting.
3) Valid nominations shall be sponsored by two (2) Members, shall be submitted in writing to the Board of Directors, and shall include the nominee’s written consent to stand for election.
4) If a vacancy occurs on the Board of Directors, the remaining members of the Board of Directors, by majority vote, or as determined by the President in the case of a tied vote, shall invite an eligible Member to serve out the elected term of office.
Article VII – EXECUTION OF DOCUMENTS
1) Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by the President and another Officer and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Association to sign specific contracts, documents and instruments in writing.
Article VIII – AMENDMENTS TO THE CONSTITUTION OR BYLAWS
Section 1 – AMENDMENTS
1) Notice of proposed amendments recommended by the Board of Directors, or petitioned by a minimum of ten percent (10%) of the Members of the Association at least six (6) weeks before the start of the next Annual General Meeting, shall be sent to each Member at least one (1) month before the date of such meeting. The notice shall indicate the time and place of the next meeting where the proposed amendments will be discussed and voted upon.
Section 2 – MAJORITY
1) A two-thirds (2/3) majority vote of those in attendance shall be required to approve any amendment.
Article IX – BYLAWS, RULES AND REGULATIONS
1) The Association may devise and give effect to such Bylaws, Rules or Regulations as may be requisite for its governance, provided they are consonant with the principles embodied in this Constitution.
2) Such Bylaws, Rules or Regulations shall be reviewed every three years and amended as necessary at the Annual General Meeting of the Association.
Section 1 – MAIL
1) The mailing address of the Association shall be:
The Canadian Association of Stand-up, Sketch & Improv Comedians (CASC) c/o The Redwood Theatre 1300 Gerrard St. E. Toronto, ON M4I 1Y7
Section 2 – BOARD OF DIRECTORS MEETINGS
1) The Board of Directors shall meet at least once between Annual General Meetings. Not less than one (1) day’s notice shall be given to each Director for meetings, except when all Officers are present and waive notice of calling a meeting. Board of Directors Officers may attend either in-person, or via any suitable electronic medium (i.e., smartphone, FaceTime, Skype, Facebook Live, YouTube Live, Text, etc.). Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the President shall have the casting vote.
