One Interpretation

Two Head Office

Three Corporate Seal

Four Purpose

Five Membership

Six Meetings

Seven Board of Directors

Eight Officers

Nine Committees

Ten Documents

Eleven Deposit of Securities

Twelve Borrowing by NPCC

Thirteen Financial Year

Fourteen Auditors

Fifteen Notice

Sixteen By-laws & Amendments

Seventeen Dissolution of NPCC

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superseded by By-law Number 2: 2001, amended 2004, 2005, 2008

___________________________________________________________

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

1.01 In this By-law and all other By-laws and Resolutions of NPCC unless the context

otherwise requires:

.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

writings.

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.

2.01 The Head Office of NPCC shall be at 56 Neilson Drive, in the City of Toronto,

Province of Ontario.

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

surrounding areas.

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

field;

.05 encourage and foster co-operation between NPCC and regional visual arts

organizations.

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,

including:

.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

Board.

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

NPCC.

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

Corporations’ Act.

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

poll.

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.

7.01 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

following way:

.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)

members;

.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

bankruptcy.

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

replacement immediately.

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

including:

.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

records;

.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

following committees:

.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

7.02.

.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.