Membership matters

By-Laws of High and Main Productions

Annual General Meeting – June 10, 2025

Land Acknowledgment

We begin by acknowledging that we are gathered on the traditional, unceded territory of the Anishinaabe, Haudenosaunee, and Huron-Wendat Peoples as well as the Mohawk and Metis nations of Ontario whose ancestors have been present and continue to have presence on this unceded and unsurrendered land.

This land has been a site of storytelling, community, and gathering for countless generations. We continue to recognize the long-standing relationships Indigenous peoples have with this land, and we honour their enduring presence and cultural contributions. As a community theatre company, we commit ourselves to the values of respect, inclusivity, and truth as we share stories on this land.

We also recognize that acknowledging the land is only a small step. We are committed to listening, learning, and acting in solidarity with Indigenous communities.

1. NAME

The name of the organization is High and Main Productions.

2. PURPOSE

High and Main Productions is a community theatre company serving Vankleek Hill and its surrounding areas, dedicated to fostering artistic excellence, cultural enrichment, and community engagement.

The company is committed to inclusive, diverse, and equitable participation, with a focus on accessibility and representation.

3. MEMBERSHIP

3.1 Classes of Membership

• Active Members: Individuals who contribute artistically, technically, administratively, or financially.
• Youth Members: Youth under 18, may consent to participate in accordance with the laws governing legal age of consent, other applicable legislation in effect, and in compliance with other contractual obligations. 
• Honorary Members: Nominated and approved by the Board for long-standing contributions.
• Supporting Members: Individuals who wish to support the organization financially or socially without active participation in productions or administration.

3.2 Rights and Responsibilities

• Members have the right to vote at Annual General Meetings (AGMs), stand for board positions, participate in productions, and receive official communications.
• Members are expected to respect the organization’s code of conduct and commitment to equity.
• Members are encouraged to contribute time and talent to productions, committees, or organizational duties.

3.3 Membership Fees

• Annual fees shall be set by the Board and approved at the AGM.
• No person will be denied membership due to inability to pay; a waiver process shall exist.

4. BOARD OF DIRECTORS

4.1 Governance The Board of directors sets policy with feedback from the membership. Decisions are ratified during official board proceedings and documented by minutes held by the Board Administrator or Co-Chairs.

4.2 Composition The Board shall consist of:

• Two Co-Chairs
• Treasurer
• Secretary Board Administrator
• Up to four Directors-at-Large, with defined portfolios (e.g., Production, Marketing, Equity & Outreach)

4.3 Co-Chair Model

• The Co-Chairs share leadership responsibilities and may divide duties by consensus.
• Either Co-Chair may preside over meetings; both are ex officio members of all committees.

4.4 Term and Elections

• All Board members shall be elected annually at the AGM for a one-year term.

4.5 Meetings

• Quorum: 50% of Board members.
• Decisions are made by majority vote.
• A board member missing 3 consecutive meetings without reasonable excuse may be asked to resign.

4.6 Community Liaison Roles (Optional)

• A liaison role may be named and appointed by the Board to ensure diverse and relevant perspectives are included as needed (eg.: youth liaison, disability liaison, special expertise, etc.)

4.7 Conflicts of interest

• The Board will establish a conflict of interest policy according to which all Board members shall be held accountable.

5. COMMITTEES

The Board will form or dissolve committees and appoint the committee chair to delegate work, seek support and engage membership as they may see fit.

Examples of committees may include but are not limited to:

• Production Committee
• Equity, Diversity, and Inclusion (EDI) Committee
• Fundraising and Sponsorship
• Social and Community Engagement

The board will serve as a selection committee or delegate such work as they may deem appropriate.

5.1 Volunteer Engagement

• Volunteers are essential to the functioning of High and Main Productions.
• The organization shall foster meaningful volunteer opportunities in all areas of its operations, including front of house, backstage, administration, and outreach.
• A volunteer tracking and recognition program will be maintained to ensure gratitude and continuity.

6. ANNUAL GENERAL MEETING (AGM)

• Held within 90 days after the fiscal year-end.
• Members shall be notified at least 14 days in advance.

Business includes reports, financial statements, elections, and ratifications.

7. EQUITY AND INCLUSION COMMITMENT

As part of our commitments to equity, diversity, inclusion, accessibility and representation, High and Main Productions commits to implement an equity and inclusion policy that shall be set by the Board of Directors.

At all times a board member will hold a portfolio to ensure commitment principles of social justice and anti-oppressive practices,  and we will revisit our practices regularly under the direction of the board.

 The equity and inclusion policy that has been drafted by the board IDEA committee is as follows:

KEY DEFINITIONS

In order to facilitate mutual understanding, High and Main Productions uses the following definitions in this policy:

Accessibility – Organizing spaces, communications and practices so that people with disabilities and other barriers can fully engage, with independence and dignity. 

Accountability – A responsibility to follow through on commitments, take responsibility when harm occurs and strive to mend and improve practices.

Anti-racism – The deliberate act of opposing racism and promoting a society that is thoughtful, inclusive and just.

Diversity – Differences such as race, age, disability, sexual orientation, gender identity and expression. Diversity also includes such ‘non-visible’ qualities as diversity in thought, perspectives, education, socio-economic status and life experiences.

Equitable / Equity – To be equitable means something is fair and just for everybody. It is different from equality, which means everyone is treated in the same way. Equity recognizes that we are not all starting at the same place and seeks to address these imbalances.

Inclusion – Actively creating spaces where everyone feels valued, respected and able to contribute fully. 

Intersectionality – An analytical approach that describes how a person’s overlapping social identities relate to social structures of racism and oppression as well as privilege. 

Oppression – The structural and institutional practices that disadvantage some groups of people while benefitting others, based on factors such as race, gender identity and expression, sexual orientation, disability, and socioeconomic class.

PURPOSE

High and Main Productions is committed to reconciliation, allyship and solidarity in the spirit of inclusion, diversity, equity and accessibility (IDEA). As part of our commitment, the company has a policy outlining our commitment to equity and inclusion.

To ensure ongoing commitment in action to our IDEA principles, the Board will hold one portfolio, position or committee dedicated to inclusion, diversity, equity and accessibility.

SCOPE

This policy applies to all individuals who are part of High and Main Productions, including but not limited to, members of the Board of Directors, artists, talent, contractors and volunteers. 

It applies to all organizational activities, including governance, hiring, casting, production, programming, rehearsal space, fundraising activities and communications, whether held in person or virtually.

Definitions are provided at the opening of this policy to ensure all members of High and Main Productions have a shared understanding of the language used in relation to this policy.

EQUITY AND INCLUSION COMMITMENT

High and Main Productions commits to:

• Promoting equitable representation in casting, leadership, and storytelling.
• Actively working to dismantle barriers based on race, gender, sexuality, disability, age, socioeconomic status, and language.
• Ensuring all participants feel safe and welcome.
• Operating in a spirit of cultural stewardship and community identity, recognizing the role of theatre in reflecting and shaping collective experience.

High and Main Productions is committed to being an anti-oppressive, antiracist, feminist, queer-positive and anti-ableist organization in action and not just words. At all times a board member will hold a portfolio to ensure commitment to these principles and we will continually audit our practices and inherent biases to ensure representation and safety for all is not only maintained but part of our culture.

8. FINANCIAL MANAGEMENT

8.1 Fiscal Year

• January 1 to December 31.

8.2 Responsibilities

• The Treasurer shall maintain accurate records, deposit funds in a designated institution, and present financial reports at Board meetings and the AGM.
• The Treasurer must be bondable.

8.3 Spending Authority

• All expenses are subject to the approval of the Board and must be approved prior to spending.
• Production budgets must be submitted and approved before production begins.

8.4 Non-Profit Status

• High and Main Productions operates on a not-for-profit basis. Any surplus funds shall be used to further the organization’s objectives and may not be distributed to members.

9. DISSOLUTION

• The membership may dissolve the organization at a General Meeting.
•  
• Upon dissolution of the organization, all assets will be liquidated, repurposed or otherwise disposed of in accordance with the law.

10. COMMUNITY CONDUCT AND CONFLICT RESOLUTION POLICY

10.2 Code of Conduct

The Board of directors will set and maintain a code of conduct that applies to all members, directors, volunteers, employees or contractors.

10.3 Conflict Resolution

The Board of directors will set and maintain a conflict resolution policy and provide a process for resolving conflict, including how to report a conflict or safety concern.

______________

11. AMENDMENTS TO THE BY-LAWS

• Amendments to these by-laws must be submitted in writing at least 30 days prior to the AGM and circulated to members at least 14 days in advance. 
• Amendments require a two-thirds majority vote of members present at the AGM.