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By-law No. 2010-059 THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NUMBER 2010-059 Being a By-law to Establish Governance and Structure for the Museums Bayham Board WHEREAS the Port Burwell Marine Museum&Lighthouse and the Edison Museum of Vienna are owned and operated by the Municipality of Bayham; AND WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous that a Board be established to be responsible for the maintenance, service, promotion and operation of the Port Burwell Marine Museum & Lighthouse and the Edison Museum of Vienna located in and under the jurisdiction of the municipality; AND WHEREAS the Council is desirous that such provision be approved by By-law; THEREFORE BE IT RESOLVED THAT the Council of the Corporation of the Municipality of Bayham enacts as follows: 1. THAT the premises known municipally as 20 Pitt Street and 17 Robinson Street and known as the Port Burwell.Marine Museum and Lighthouse, respectively, shall continue to be maintained and identified as the Port Burwell Marine Museum and Lighthouse; 2. THAT the collection presently housed in the Port Burwell Marine Museum will continue to be housed in the Museum and named the Port Burwell Marine Museum Collection and catalogued as such; 1 THAT the premises known municipally as 14 Snow Street, and known as the Edison Museum of Vienna shall continue to be maintained and identified as the Edison Museum of Vienna; 4. THAT the collection presently housed in the Edison Museum of Vienna will continue to be housed in the Museum and named the Edison Museum of Vienna Collection and catalogued as such; 5. THAT the vacant municipal property at 6342 Plank Road be acknowledged as the proposed site for a potential new Edison Museum facility; 6. THAT the Council of The Corporation of the Municipality of Bayham hereby establishes a museums board to be known as the "Museums Bayham" Board whose structure is set out in Schedule"A" attached hereto and forming part of this by-law; 7. THAT the said Board shall be considered as a Board of Council and all members of the board shall be appointed by Council as set out in the structure; 8. THAT the said Board shall operate in accordance with the said Structure being hereby adopted; -2- 9. THAT By-laws 2006-003 being a by-law to establish governance and structure for the Edison Museum of Vienna Board and the Port Burwell Marine Museum Board,respectively, and any amendments thereto be hereby repealed; 10. AND THAT this By-law establishing the"Museums Bayham"Board as set out in said Schedule"A"attached shall come into full force and effect upon enactment. READ A FIRST,SECOND AND THIRD TIME AND FINALLY PASSED THIS 17TH DAY OF JUNE. IPA .� �1I I> J f ' CLERK IV Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 -3 - BAYHAM MUSEUMS BOARD STRUCTURE AND OPERATIONS Name This board shall be named Museums Bayham Board(the`Board") and shall be responsible for the maintenance, service,promotion and operation of the Port Burwell Marine Museum&Lighthouse and the Edison Museum of Vienna sites. 1. Mission Statement Museums Bayham exists to educate the citizens of Bayham and the community beyond about the history of the Bayham area. This includes Port Burwell and its lighthouse in relation to the local and marine heritage of the Great Lakes, and also Vienna's Canadian connection to the Thomas Alva Edison family heritage, fostering an appreciation for the relationship of Bayham's past to its present and future development. To this end, Museums Bayham collects, records, preserves, researches, shares, promotes and presents exhibits and interprets documents and artifacts related to the history of Bayham. 2. Mandate The Marine Museum and Lighthouse have been established to serve the inhabitants of Port Burwell and the Bayham area, with a strong appeal to tourists visiting the region. The museum collection will focus on marine documentation and artifacts that illustrate the relationships between marine life on the Great Lakes together with domestic and commercial life of the Village as a port on Lake Erie. The Edison Museum has been established to promote recognition of the extent and impact of Thomas Alva Edison, the inventor, on the local area, and world wide, by his many inventions and family artifacts on display, and promote and preserve the historical artifacts and records of the Bayham area and its inhabitants. The Board is established to be responsible for the maintenance, service, programming, and operation of the museums, being subject to budgetary requirements and limits, as approved by the Council of the Municipality of Bayham, following the procedures and policies approved by Bayham Council. The Board shall work towards compliance with Provincial government standards and policies for Museum operations. The Board will communicate and work with local historical and heritage related organizations for the benefit of the Bayham museum sites and collections. Bayham Museums Governance&Structure Schedule"A"to BIL 2010-059 -4- 3. Policy& Procedure for Service and Operation Programming/PIanning& Operation The Board with assistance of Staff will be responsible for the preparation and review of policies and procedures for service, operation, programming, and long-term planning goals for the museums. Artifacts Ownership of any and all donated items lies with the Municipality of Bayham, who will provide adequate insurance coverage including on-loan items, subject to consideration of recommendations of the Board. Acquisition,disposal, and records of documents,objects and artifacts will be governed by the Museums' collection development and management policy as adopted by the Council of the Municipality upon recommendation of the Board. Ownership by the Municipality of Bayham may be assigned to its successors, administrators and assigns absolutely. Displays and exhibits will be approved by the Board. Finance and Budgeting The Board, with the assistance of appropriate staff, will prepare, review and submit annual operating budget requirements, including long-term capital projects, to the municipal administration, for Council's consideration and approval annually as required. The Board will monitor the budgets throughout the year. Reserves/Reserve Funds may be established as approved by Council through the budget process. A Board or staff representative may present the museums annual budget submission, at its discretion, to Council. Bequests and financial donations will be accounted for through Municipal administration. Purchasing Board members / Staff, as applicable, may make purchases in accordance with the Municipal Purchasing policy. Any such purchases must be within the Budgets established and approved by Council, and must be approved by the Board. A Petty Cash Fund(s) may be permitted at the discretion of the Board. Such petty cash fund will be administered by the Curator or by staff. Human Resources The Museums and staff shall be governed by Council through the Administrator in accordance with municipal policies and procedures. The Board will provide general direction of staff at the museums, assisted by municipal staff as appropriate, within the guidelines of the annual budget and personnel policy, as approved by Council. Bayham Museums Governance&Structure Schedule"A"to BIL 2010-059 -5- In the absence of a curator position, the Board, through Municipal staff, as appropriate, will be responsible for overall general direction of museum staff. A policy pertaining to use and direction of volunteers will be established by the Board and approved by Council. Special Events and Exhibits The Board, with assistance of museum staff and volunteers, may undertake special events, displays, and exhibits at its discretion, within the guidelines of the annual operating budget as approved by Council. Fundraising and Donations The Board, with assistance of museum staff and volunteers, will undertake and promote fundraising and donation programs to the best of its ability. Such programs may be for general operating assistance or special programs/capital projects (approved by Council). All accounts shall be accounted for through Municipal administration. Facility Management The Board will provide input/information to municipal administration for the Capital and Operating needs of Museum facilities. Such needs must be considered in the preparation of budgets presented to Municipal Council. Board Operations Board Operations/Officers shall be in accordance with Section 4 "Structure" of this document. The Municipality will provide appropriate Municipal staff resources to assist the Board as necessary. For greater clarity, details of operational roles and responsibilities are outlined in the Summary of Roles and Responsibilities attached hereto as Appendix"A". 4. Structure Meeting Schedule The Board shall meet on a regular and as needed basis, a minimum of eight (8) times a year, at a time and place as agreed by members. Special meetings may be called by the Chairman or at the request of two Board members. The Board shall have prepared agendas and minutes for each meeting held. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 - 6- Open and Closed Meetings 1. Shall be consistent with the requirements of the Municipal Act, or other legislation as applicable, and shall be open to the public. Meetings will follow the rules and guidelines set out in the Municipality of Bayham's Procedural By-law 2002-93 concerning the rules governing order and procedure of Council and its committees. 2. All special meetings of the Board, its sub-committees or Committee of the Whole shall be open to the public unless subject matters being considered relate to: ▪ the security of Bayham Museum properties; • personal matters about an identifiable individual; ■ a proposed or pending acquisition or sale of property, a labour relations or employee negotiations; ▪ litigation or potential litigation affecting Bayham Museums; • consider a request under the Municipal Freedom of Information and Protection of Privacy Act,or other Act. 3. No recommendation can be considered or a decision made except by the Board at a regular or special meeting open to the public. Implementation 1. All recommendations made by sub-committees of the Board hall be made to the Board in writing. 2. If a Board or committee meeting is closed to the public,the secretary shall record: a) the holding of the closed meeting; and b) the subject matter of the closed meeting in the minutes of the meeting. 3. Before holding a closed meeting, a motion must be passed stating that the meeting is closed and the general nature of the matter to be discussed. Membership The Board shall consist of a minimum of eleven (11) members, including six (6) community members one (1) member from the Port Burwell Historical Society and one (1) member from the Bayham Historical Society, one (1) expert representative from a professional heritage facility(active or retired), as possible, one (1) member of Council, and a curator/municipal staff liason(non-voting)position. Council will encourage membership from the Bayham community that will support the mandate and success of the museum facilities. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 - 7- Term of Office Members of the Museums Bayham Board shall continue in office until their respective successors are appointed by Council. With the exception of the representative(s) on Bayham Municipal Council, who shall be appointed on annual basis and whose term shall end November 30th, all other members shall be appointed for a term of four years and provision shall be made for members to serve for four years so that the expiration of members' terms is on a "staggered" basis, with succeeding years to be for a period of four years. Persons serving on the Board shall be eligible for re-appointment,but shall not be eligible for the same position for a period of more than six continuous years. After an absence of not less than one year, such person shall be eligible for re-appointment. Quorum A quorum for Board meetings shall be 50% +1 of members, or five (5) members being present. Deputations Deputations shall be held at the beginning of each meeting. All meetings shall go "In Camera" at the discretion of the Chairman, or a majority vote of members present, subject to the provisions of the Municipal Act. Elections Nominations for Officers shall be held in November for the following year. Year end shall be December 31. New Officers assume positions January 1. Officers Officers shall consist of a Chairman. Vice Chairman, selected from the members. In addition to the duties outlined in this document, the Board may prepare more detailed position descriptions. The Curator may serve as Secretary.but is not a voting member of the Board. Duties Chairman • Prepares an agenda for each meeting(with the assistance of the Secretary). • Conducts meetings • Reviews minutes prior to circulation to members, signs minutes upon approval. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 -8 • Acts as liaison between the Board, Council,Municipal Staff, and other Community Organizations. • Makes announcements of interest to members. • Makes him/herself aware of the business to come regularly before the meeting. • Is informed of Museum/Board activities. Vice Chairman • Presides as Acting Chairman in absence of Chairman • Acts as museum liaison with other museums to confirm upcoming exhibits/events, and identify opportunities for shared resources. Secretary • Keeps accurate record(minutes)of proceedings of meetings (resolutions and decisions), signed upon completion and forwards a draft copy to the Clerk for inclusion with the Council agenda. • Ensures minutes are reviewed for accuracy at the next Board meeting, approved by members and signed by the Chairman. • Assists the Chairman in preparation of agendas. • Keeps a meeting attendance record of current members. • If unable to attend a meeting, sees that the minute book and other correspondence and information are forwarded to the Chairman prior to the meeting. • Maintains all documents,information,and correspondence belonging to the Board. • In the absence of the Secretary, an acting Secretary shall be appointed from the membership. Members Are responsible to attend meetings regularly, at the appointed time. • Support the purpose and objectives of the Board. • No member shall exercise the right to more than one vote. Volunteers • The Board may, and is encouraged, to utilize additional volunteers who may participate,but not vote, at Board meetings. Volunteers may attend or provide assistance to the Board for general matters or items such as special events. The Board should appoint volunteers by motion for the purpose of participation in such special events, and may include note in the minutes of Board meetings of attendance of such volunteers. New Members • Potential new members shall attend a minimum of three (3) regular meetings of the Board prior to consideration for appointment as a member. The Board shall recommend names of volunteers to Council for appointment to the Board. • Maybe solicited from the public through media or other means. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 -9- Absentee • If a member misses more than three(3) consecutive meetings, except for health or special circumstances,the remaining members of the Board may request Council to appoint a recommended replacement for the remainder of the term. Resignations • Upon the resignation of a member of the Board, the Board shall recommend a new member to Council to fill the vacancy. Establishment of Sub-CommitteeslWork Groups It is anticipated that for various projects and interests that sub-committees such as the Friends of the museum(s), fundraising events or capital project work-groups (ex. Edison building project), composed of Board members and/or other volunteers, may be formed by the Board to focus on one component of an action plan, a specific task, or areas of special interest. Each sub-committee will be responsible to and report directly to the Museums Bayham "Board". Minutes of each sub-committee shall be provided to the `Board" on a regular and timely basis. The Chairman of each sub-committee will be an active Museums Board member. The Chairman shall name a secretary for the committee from the membership. Council approval shall be required for additional staff support and/or resources. (a) Establishment of Edison Museum of Vienna Building Committee Mission The Edison Museum of Vienna Building Committee is established to undertake the necessary steps and actions to establish a new facility that will preserve,protect and promote the Edison Museum of Vienna collection. Structure and Guidelines The Committee shall consist of a minimum of three(3) and a maximum of nine(9) volunteer members to be recommended by the Committee to the Museums Bayham Board for appointment/reappointment. A Chairman shall be selected from the membership and appointed/reappointed by the committee members on an annual basis. A Recording Secretary shall be appointed by the committee to take minutes of meetings held. The Committee shall report to the Museum Bayham Board through the submission of draft minutes provided in a timely manner. The Committee may report directly to Council as deemed appropriate. The Committee shall provide a draft budget annually in November, as appropriate, for inclusion in the Museums Bayham Board budget drafted for Council consideration. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 -10- 5. Dissolution of Assets and Liabilities In the event that Council for the Municipality of Bayham, or its successors, should determine to cease operation of either Museum facility, all artifacts may be donated to Ontario Museums of like interest or sold by the Municipality, and proceeds may be used to support local culture and heritage priorities. 6. Legislative Requirements The Museums Bayham Board will recognize its obligation to ethical behaviour and avoidance of conflict of interest, as a body and as individuals, as well as its obligation to meet municipal,provincial, and federal legislative requirements and those international agreements ratified by the federal government in its decisions and activities. The Curator or the municipal Administrator advises the Board of this requirement. 7. Responsibilities 1) The Board ensures that the purposes for which the museums exist are being fulfilled. 2) The Board safeguards Bayham Museums' assets,including the collection and its care,on behalf of the community and is accountable to the Municipality of Bayham. 3) The Board,with the assistance of municipal staff, gives general direction, guidance and instruction to museum staff, and provides input for the annual performance appraisal of the curator. 4) The Board with the assistance of municipal staff, and subject to Council approval, writes,monitors and reviews policies and standards and recommends any changes to Council. 5) The Board serves as a liaison between the Bayham community and Bayham Museums. 6) The Board,with assistance of municipal staff,develops and writes strategic, five year and other museum plans for approval by Council. 7) A Board member attends Board meetings regularly, is responsible for being familiar with and respecting the policies, activities and operations of Bayham Museums, and follows ethical guidelines for professional conduct. 8) A Board member attends and supports museums functions, events, activities and programs. 9) The Curator implements Council approved policy. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 - 11 - S. Establishment of Events: The Museums Bayham Board may establish events and activities to: • promote the Bayham Museums and collections ■ raise funds to support the establishment of a new Edison facility and/or other priorities as directed by the Museums Bayham Board. Structure and Guidelines Events may be created by the Museums Bayham Board upon recommendation as appropriate. Upon the establishment of an event, the Board shall direct the intended use of net proceeds/revenues from such event. Organizers of an event may partner with another committee of Council, community group or organization for the conduct of such event activities. A Group Leader for each event established,will be appointed by the Museums Bayham Board on an annual basis. The Group Leader for each event will select and appoint volunteer members for support and assistance and provide a list of such volunteers to the Museums Bayham Board and the Clerk for information. A Recording Secretary will be appointed for each Committee to record minutes of meetings held. The Group Leader will report to the Museum Bayham Board through the submission of minutes or through an annual report. The Group Leader may report directly to Council as deemed appropriate. The Group Leader will provide a draft event budget annually in November, as appropriate, for inclusion in the Museums Bayham Board budget drafted for Council consideration. EVENTS The Museums Bayham Board hereby establishes the following events: (a) EdisonFest Mission The EdisonFest Workgroup is established to conduct an annual event and activities to: 4 promote the Edison Museum and its collection; • raise funds, with net proceeds to support the establishment of a new Edison Museum facility. Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 - 12- (b) Edison Mystery Mission The Edison Mystery Workgroup is established to conduct an annual event and activities to: • promote the Edison Museum and its collection; • raise funds,with net proceeds to support the establishment of a new Edison Museum facility. Bayharn Museums Governance&Structure Schedule"A"to BIL 2010-059 • 13 - APPENDIX"A"to Schedule"A" By-law 2010-059 "MUSEUMS BAYHAM"-SUMMARY OF ROLES AND RESPONSIBILITIES Port Burwell Marine Museum &Lighthouse&Edison Museum of Vienna Responsibility Performed By: Notes: Programming/Strategic Planning: Policies &Procedures Board assisted by Staff Approved by Council Tours Staff/Board Hours of Operation Board (subject to Budgets) Artifacts: Acquisition/Cataloging/Disposal Curator/approved by Board Disposals approved by Council Maintenance&Conservancy Curator/Board Reserves as approved by Council Displays/Exhibits Curator/determined &approved by Board Finance & Budgeting: Preparation &Submission Board assisted by Staff Approved by Council Accounts—payment Board &Staff at Board direction Maintenance& Monitoring Budget Staff Monthly Reporting Staff Detailed General Ledger Reports Staff Reserves/Reserve Funds Board identifies/recommends transfers/capital projects Approved by Council Grant Identification &Applications Staff at Board Direction Purchasing: Supplies & Repairs Staff/Board members at Board Direction—follow municipal policy Capital &Tenders/Quotes Staff/Board members at Board Direction follow municipal policy Human Resources: Staff Levels Board (subject to Budgets) Subject Job Descriptions Board with Staff Assistance To Bayham Museums Governance&Structure Schedule"A"to B/L 2010-059 14- Rates of Pay Board (subject to Budgets/grants) Council Hiring(interview, selection) Staff with Board Assistance Approval Supervision &Direction Curator/Board with Staff Assistance General direction, assignment of daily work. Staff to Grievances & investigations Staff with Board Assistance review time sheets etc. Orientation Curator/Board with Staff Assistance Special Events &Exhibits: Organization&Staffing Board with Staff support Fundraising &Donations: General Board with Staff support Long Term Capital Board with Council/Staff support Grant Applications Curator/Staff with Board assistance/support Reserve Fund Board to make recommendations Approved by Council Facility Management: Capital (Immediate& Long Term) Board to recommend through budget process etc. Approved by Council Daily Maintenance of: -Minor Repairs Appropriate Staff at Board Request - Landscaping Appropriate Staff -Snow removal Contractor/Appropriate Staff Contract approved by Council - Flags PW Staff at Board/Curator request - Fire Extinguishers Ongoing-Staff,Annual Inspection by contractor • Alarms Ongoing-Staff,Annual Inspection by contractor Janitorial Contractor-spring clean +Staff Contract approved by Council -Winter Shutdown Students/Curator Board & Committee Operations: Agendas, Minutes&Follow-up Curator with assistance of Board Chairman Board reports to Council through minutes Research Staff/BoardNolunteers /recommendations Sub-committees report to"Board"through minutes/recommendations