Bylaws

Article 1: Name
1:1 The name of the association will be (the) Country Music Association of Ontario (CMAO), hereinafter called the “Association.”
Article 2: Registered Office
2:1 The registered office of the Association will be in the Province of Ontario, at a location decided upon by the Board of Directors.
Article 3: Objectives of the Association
3:1 The objectives of the Association are filed separately.
Article 4: Membership
4:1 Industry Membership – Single

4:1:1 Criteria: Any individual who personally feels their contribution to the music industry as a whole falls under the umbrella of Country Music.

4:1:2 Rights & Privileges:

:1 Access to the support systems and contacts put in place by the Association to enhance, support or provide a stepping stone in the music business.

:2 Right to participate in workshops, seminars, discussion groups or any other special event of the Association that provides information and support to members in the music business, at membership rates.

:3 Eligibility to promote, sponsor, lend support to seminars, discussion groups or any other special event as deemed appropriate for the Association, by majority vote of the Board of Directors, for support of the Association.

:4 Right to vote at general meetings of the Association.

4:2 Industry Membership – Corporate and Sponsor

4:2:1 Criteria: Any business or corporation whose permanent address falls within the Province of Ontario which supports, contributes to and/or has influence in country music within the Province of Ontario, but not exclusive to the Province of Ontario.

4:2:2 Rights & Privileges:

:1 Eligibility to promote, sponsor, lend support to seminars, discussion groups or any other special event as deemed appropriate for the Association, by majority vote of the Board of Directors, for support of the Association. Recognition for such sponsorship shall be duly noted.

:2 Right to participate in workshops, seminars, discussion groups or any other special event as put on by the Association that will provide information and support in the industry, at membership rates.

:3 Right to vote at general meetings of the Association.

4:3 Fan Membership

4:3:1 Criteria: Any person with an interest or passion for Country Music, but is not directly involved in the business of Country Music, may hold a fan membership.

4:3:2 Rights & Privileges:

:1 Right to be contacted by the newsletter and by email; and to be advised of CMAO activities and events;

:2 No voting privileges.

4:4 Dues

:1 Annual Membership dues for each level of membership shall be determined by the Board of Directors.

:2 Industry memberships will be valid for a one year term; fan memberships have no term limitation.

4:5 Resignation or Expulsion

:1 Any member may resign by providing notice in writing to the registered office of the Association.

:2 Any member may be asked to resign, or may be expelled from the Association if, in the opinion of the majority of the Board of Directors, a member has in any way endangered, hindered and/or interfered with the reputation of the Association, or the Association’s ability to achieve its objectives.

:3 The Association will not be expected, nor required to re-admit any member who has resigned, been expelled, or whose membership has been withdrawn for any cause whatsoever.

:4 The membership registry shall be kept at the operating office of the Association. Such information shall be kept confidential and the use and distribution of this information shall be at the discretion of the Board of Directors and governed by the privacy laws of the Province of Ontario.
Article 5: Meetings of the Association
5:1 The annual or any other general meeting of the members will be held at any place in Ontario as the Board of Directors may designate and at such a time and date as shall be determined by the Board of Directors.

5:2 The Board of Directors shall call the Annual General Meeting of the Association, to be held within six (6) months of the end of the fiscal year.

5:3 The Annual General Meeting will be the only mandatory general meeting of the Association. Notice may be given by
(i) e-mail to any member who has provided to the Association his or her e-mail address, no less than twenty-five (25) days prior to the date of the meeting; or
(ii) by Canada Post, post-marked no less than thirty (30) days prior to the date of the meeting. Notice of the meeting of Members must remind the member that the Member has the right to vote by proxy.

5:4 General meetings shall be open only to Industry Members (Single and Corporate).

5:5 All Industry Members (Single and Corporate) in good standing, are entitled to one (1) vote at a general meeting. A voting member may, by means of a written proxy, appoint a Proxyholder to act at a specific Meeting of the Members, in a manner and to the extent authorized by the proxy. A Proxyholder must be a voting member of the Association.

5:6 A quorum for an Annual General Meeting shall be no less than 10% of the Members entitled to attend such meeting. Should a quorum not be reached within thirty (30) minutes of the scheduled time, the meeting shall be declared as unable to proceed and shall be rescheduled by the President. The rescheduled meeting shall proceed with those in attendance and with no required quorum.

5:7 A member may attend and vote by proxy given to a current member, so long as the proxy form reaches the Association’s office not later than seventy-two (72) hours prior to the start time of the meeting. A proxy form shall name the member who is to have the proxy. Unassigned or unspecified proxies shall be deemed invalid. Every proxy submitted shall be subject to verification. A Proxy shall count as one-half for purposes of determining the quorum but shall count as a full vote for purposes of voting.

5:8 The President shall have the casting vote at any general meeting.
Article 6: Directors and Officers
6:1 Election of Directors

:1 The Board of Directors will be elected at the Annual General Meeting of the Association. The Board of Directors will consist of a minimum of three (3) and a maximum of eleven (11) elected Directors. Each Director shall be elected for a period of two years. No Director shall serve more than three (3) consecutive terms.

:2 Existing Directors who are not running for re-election will serve as the Nomination Approval Committee for all nominees.

:3 Each Director shall whenever possible represent a sector of the Ontario Country Music Business. Each nominee must, for a minimum of two years preceding their nomination, have been in the music business and have permanently resided in Ontario

6:2 Election of Officers

:1 The Directors shall elect the Officers of the Association: President, 1st Vice President, 2nd Vice-President, Secretary and Treasurer. The Offices of the Treasurer and Secretary may be filled by one person. The President shall have served at least one year as a Director.

:2 If the President is unable to perform his or her functions at any time, the duties of the President shall be performed by the 1st Vice-President, failing which the duties shall be performed by the 2nd Vice President.

:3 A Past-President may serve with no voting privileges for one year following his or her term; and may be invited to participate at Executive Committee meetings.

6:3 Duties of the Officers

:1 The President of the Association shall chair each meeting of the Association and of the Board of Directors. In the absence of the President, the meeting will be chaired in the following order of priority: 1st Vice President, 2nd Vice President, Secretary, then Treasurer. The President shall in conjunction with the Board set the agenda for each meeting.

:2 The Secretary of the Association shall oversee and ensure the completion of the following: (a) correspondence of the Association (b) notices of the meetings of the Association and the Board of Directors (c) minutes of all meetings of the Association and Board of Directors (d) custody of all records and documents of the Association except those required to be kept by the Treasurer

:3 The Treasurer of the Association shall: (a) maintain custody of the financial records of the Association (b) present the financial statements at meetings of the Board of Directors, at the Annual General Meeting, and wherever else required.

:4 All Officers are automatically members of the Executive Committee.

:5 Any Officer may be removed, for cause or incapacity, by a two-thirds (2/3) majority vote of the full Board of Directors. Any vacancy caused by a resignation or removal of an Officer may be filled by appointment from the remaining Board of Directors, until the next Annual General Meeting. Failure to attend two (2) consecutive Board Meetings may be considered cause for removal.

6:4 Directors’ Duties and Responsibilities

:1 The Directors shall oversee the management and administration of the Association.

:2 There shall be up to five (5) signing officers of the Association, who shall be the Officers of the Association. All documents binding the Association (including cheques) shall bear two (2) of their signatures.

:3 The Board of Directors will meet not less than twice between Annual General Meetings. A Board of Directors meeting can be called by the President or at the request of at least two (2) Directors.

:4 A quorum for any Board of Directors meeting shall be one half (1/2) of the Board, and must include either the President or a Vice-President. Each Director shall have one (1) vote and no proxy votes will be allowed. The President shall have the casting vote.

:5 The Board of Directors may, by resolution, authorize Directors to attend regularly scheduled meetings of the Board by telephone or electronic means or device, or by email. Any Director attending by this method from a remote location shall be included in the calculation for the quorum and shall be entitled to vote on all issues that are brought forth at the meeting.

:6 The Board of Directors may meet by other electronic means or device that permits each Director to communicate adequately with each other, provided that the Board of Directors has passed a resolution which specifies the process of holding the meeting, ensuring adequate security and confidentiality, the procedure for establishing quorum, the time frame permitted to attend such a meeting; and the process to be used to record any Director’s votes. Before proceeding with the meeting by other electronic means, it must be established that every Director has access to the specific means of communication to be used and that each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

:7 In their duty to the Association, all Directors shall keep all Board activities confidential, such confidentiality extending to, but not limited to, activities such as Board meetings, information disseminated to the Board regarding business of the Association, and activities within the Board Committees.

:8 In the conduct of Board activities, every Director must disclose to other Directors any financial or business interest in any matter being considered by the Board of Directors. Where such financial or business interest is deemed significant, the Director shall be recused.

:9 All Directors are bound to maintain the confidentiality of all documentation submitted to the Association by third parties or prepared by, for, or on behalf of the Board of Directors.

:10 Any Director may be removed, for cause or incapacity, by a two-thirds (2/3) majority vote of the Board of Directors. The Director in question shall be recused. Any vacancy caused by a resignation or removal of a Director may be filled by appointment by the remaining Directors, until the next Annual General Meeting. Failure to attend two (2) consecutive Board Meetings may be considered cause for removal.

:11 The Executive Committee of the Board shall meet from time to time at the request of any Officer. Minutes of any Executive Committee meeting shall be circulated to the Directors at or prior to the next following meeting of the Board.
Article 7: Financial
:1 The Board of Directors shall appoint a professional accountant at the Annual General Meeting to review and audit the financial records.

:2 Financial Statements will be prepared at least once a year and presented to the members at the Annual General Meeting.

:3 The receipts and income of the Association shall be applied in keeping with the Objectives of the Association.

:4 The Board of Directors may employ such persons and maintain such offices and other facilities as required and approved.

:5 Members may receive an honorarium for work done on behalf of the Association and requested by the Board of Directors. The amounts shall be determined from time to time, by the Board.

:6 Any Director, Officer or Member may be reimbursed for their expenses incurred as a result of service, tasks or work done on behalf of the Association. Such reimbursement requires submission and approval of the appropriate receipts and documentation and approval of the Board of Directors.

:7 Directors and Officers of the Association shall not be paid for their services as directors or officers respectively. They may however receive an honorarium for work done on behalf of the Association and requested by the Board of Directors. The honorarium amounts shall be determined from time to time, by the Board.

:8 The Fiscal Year of the Association shall be April 1 to March 31, or such other time period as determined by the Board of Directors.

:9 The funds of the Association may be invested in fully secured term certificates of any bank, trust company or as otherwise directed by the Board of Directors.

:10 The Board of Directors shall be able to enter into agreement with any government body, authority, company, firm, organization or association so long as the Objectives of the Association are being met. The Board of Directors shall further have the authority to borrow, raise or secure money as it sees fit.
Article 8: Protection and Indemnity of Directors and Officers
:1 Every Director or Officer of the Association or other person who has duly and lawfully undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors and administrators and estate, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:

(a) all costs, charges and expenses whatsoever which such Director, Officer or other person 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 or in respect of any such liability;
(b) all other costs and expenses which the Director or Officer sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

:2 All Officers and Directors hold office with protection from the Association. The Association shall indemnify each Officer and Director against all costs or charges stemming from their actions performed on behalf of the Association. This indemnification does not apply to an Officer or Director whose conduct breaches the guidelines, policies and budgets set forth from time to time by the Board of Directors.

:3 Any Director or Officer that commits acts of fraud, dishonesty or bad faith shall not have the protection of the Association.

:4 No Director or Officer shall be held personally liable for the acts of any other Director or Officer.

:5 No Director or Officer shall be held responsible for loss or damage due to the bankruptcy of, or wrongful acts committed by, any person, firm or corporation dealing with the Association. The foregoing shall not apply where the Director or Officer is not at arm’s length with such person, firm or corporation.

:6 No Director or Officer is liable for any loss due to an oversight or error of judgment or by any act performed on behalf of the Association, unless the act is based on fraud, dishonesty or bad faith.

:7 The Directors and Officers may rely on the accuracy of any statement or report prepared by the Association’s professional accountant. The Directors and Officers will not be held liable for any loss or damage as a result of acting on such professional accountant’s statements or reports.

:8 The Association will put into place any Liability Insurance that is required to further protect its Directors and Officers.
Article 9: General
:1 By-laws of the Association can only be amended by a Special Resolution of the members voting at least 75% in favour.

:2 Any voting Member in good standing may request to review the books and records of the Association upon at least thirty (30) days prior written notice.

Amendment Approved by the Board of Directors: July 2, 2014