Board of Directors

PURPOSE
CMAOntario's mission is three-fold:

1. To ignite the creative spirit and support the development of emerging Ontario country artists;
2. To organize highly affordable, high-quality live music events that create more vibrant and inclusive communities;
3. To support local charitable efforts that contribute to overall development and well-being in the lives of individuals, strengthening the community as a whole.

CMAOntario is a not-for-profit member-based organization, governed by a volunteer, unpaid Board of Directors.  The Association was incorporated without share capital under the Corporations Act (Ontario) on March 25, 2010, and prior to being incorporated, the CMAOntario operated as an unincorporated not-for-profit entity formed in 2008.

In today's competitive marketplace, having a strong infrastructure and support system is crucial for Ontario country artists to thrive, especially given the overwhelming dominance of U.S. artists in the country music genre. By providing these opportunities, the CMAOntario is helping artists improve their skills, gain exposure, and compete at a higher level.

In addition to advancing arts & culture in Ontario, we are committed to supporting local charitable initiatives. Through our events, we strive to not only entertain, but also, to make a positive impact on the lives of those in need.

Our team works with local stakeholders to adapt our strategies, based on the evolving needs of each community.

This ensures we effectively allocate our resources and efforts, providing a sustainable and transformative impact and aligning with the community's values and culture.

A portion of the proceeds from each event is donated to a local charity that alleviates the effects of living in poverty and disadvantage, such as food banks, community kitchens and community living organizations. Additionally, the CMAOntario contributes annually to the Unison Benevolent Fund.

We believe that music has the power to bring people together, inspire creativity, and foster a sense of belonging. By organizing affordable live music events, we aim to make these experiences accessible to all, regardless of their age or financial situation. We create a space where everyone feels welcome and can enjoy the magic of live music and CMAOntario maximizes its platform to make a difference.

We invite all to join us in our aim to support Ontario country music creators, build vibrant communities, and make a positive impact on the lives of individuals. Together, we create opportunities for everyone to live a better life in a more inclusive and thriving community where music and charitable efforts go hand in hand.

OBJECTIVES
CMAOntario believes in the power of music to effect positive change. By presenting affordable multi-artist shows in both concentrated population centres and under-served Ontario communities, we make live music accessible to all.

And by attracting audiences from both within and beyond the communities, we stimulate visitor spending, contribute to the local economy, and create opportunities for businesses to thrive, while generating revenues to assist local charities.

We also recognize the importance of co-promoting Ontario francophone country artists along with anglophone artists. By doing so, we can expand the audience for both and create a more diverse and inclusive music community.

Networking opportunities between artists and industry leaders are crucial for career development. We work to facilitate these connections and provide comprehensive career development programs, utilizing industry leaders. Our goal is to make these programs affordable and accessible to all artists, ensuring that they have the tools and knowledge to succeed in the industry.

Preserving and enriching Ontario's country music heritage is another important objective. We acknowledge and promote legacy country artists, engaging both mature and contemporary country fans. By offering affordable admission to these events, we expose a wider audience to Ontario's rich country music heritage.

We are committed to promoting cultural diversity, gender equality, and inclusivity in all our opportunities and initiatives. We believe that everyone should have equal access to the camaraderie, benefits, and opportunities that the country music community offers.

Finally, through our Awards show, we aim to recognize and amplify the achievements of Ontario country artists, songwriters, producers, broadcasting professionals, and music industry leaders. By celebrating their successes, we hope to inspire and encourage further advancement and excellence.

All these initiatives help foster growth, collaboration and innovation - not only within the membership, but also within the broader music community. This approach contributes to the overall development and success of the country music scene in Ontario, benefitting artists, industry professionals, charities and of course, the communities we serve.

The ongoing successful careers of artists like The Reklaws, Tim Hicks, Robyn Ottolini, James Barker Band, Josh Ross, Meghan Patrick, Jason Blaine, Jason McCoy, Genevieve Fisher, Nate Haller, Owen Riegling, Jade Eagleson and many more, are a testament to the impact of CMAOntario's dedicated efforts in supporting their careers.

With the guidance of our Board of Directors and the dedication of our team, we are confident in our ability to achieve these goals and leave an enduring impact on Ontario's communities.

CMAOntario DIVERSITY, EQUITY and INCLUSION STATEMENT

The CMAOntario is committed to creating a culturally sensitive environment for our stakeholders that is diverse, inclusive, and promotes positivity.

As an association, our goal is to treat all members, contractors, consultants, and suppliers fairly and equally, regardless of their Age, Disability, Sex, Sexual Orientation, Ethnicity, Religion/Belief, Gender Reassignment, Marriage or Civil Partnership, and Pregnancy/Maternity.

Advancing gender equity, diversity and inclusion benefits both the Association and its stakeholders and by reflecting the growing diversity in our community, we encourage stronger engagement from our stakeholders and the community we serve.

We promote civility, integrity, and respect among our stakeholders as we strive to provide access and relevant opportunities for all of our members wherever we possess the means to assist them.

CMAOntario BOARD DIVERSITY POLICY
CMAOntario is committed to a diverse, inclusive, and equitable environment where all Board members (whether elected or appointed), staff, volunteers, and members feel respected and valued regardless of gender, age, race, ethnicity, national origin, sexual orientation or identity, disability, education, or any other social or cultural identification.

We are committed to being non-discriminatory and providing equal opportunities for employment, volunteering, and advancement in all areas of our work.

The Board of Directors of CMAOntario believes in the benefits that diversity offers, and it recognizes that a range of perspectives makes prudent business sense. Having a Board composed of men and women with a multitude of skills, experience, backgrounds and perspectives means:

• competitive advantage;
• robust understanding of opportunities, issues and risks;
• inclusion of different concepts, ideas, and relationships;
• enhanced decision-making and dialogue; and
• heightened capacity for oversight of the organization, its relevance and governance.

Our Board's philosophy and goals to provide informed leadership for diversity, inclusion, and equity include:

• We strive to see diversity, inclusion, and equity in connection with our vision and mission for the benefit of those we serve.
• We aim to recognize and address inequities in our policies, programs, and services.
• We will update and document progress on our diversity, equity, and inclusion practices.
• We commit to investigating underlying assumptions that oppose or challenge our diversity policy.
• We commit to being transparent about diversity in all our interactions.
• We will dedicate our time and resources to expanding greater diversity within our Board and leadership positions.
• We commit to leading with respect and tolerance and we encourage all employees and volunteers to express this in their work within our organization.

All Board appointments will collectively reflect the diverse nature of the business environment in which the organization operates and be made on merit, in the context of the skills, experience, independence and knowledge which the Board deems to be effective.

The Board is committed to ensuring gender diversity and to diligently act to effect change.

PRINCIPLES
Diversity of thought is enhanced through intentional effort. CMAOntario will be intentional in ensuring diversity.

Credibility is enhanced through the Board and its leadership diversity. CMAOntario will pursue a well-rounded, diverse, and credible approach to ensuring Board and leadership diversity.

Legitimacy is enhanced through respected, experienced, senior leaders. To ensure the diversity strategy of the organization is viewed as a legitimate process, all appointments will be driven by merit.

Visibility is enhanced through the promotion of broad and common goals. Visibility enhances reputation. Gender diversity and inclusion imperatives are prominent on today's public stage and across industries. Going public with a Board diversity strategy is a helpful step in holding ourselves accountable, setting an example, and providing thoughtful leadership in the industry.

Accessibility is enhanced through a powerful collective voice. We will balance the intent of this policy with our need to be a powerful voice for diversity in all of its forms.

PROCESS
To achieve its diversity aspirations, the Board will:

• Ensure the board's composition considers the balance of skills, experience, knowledge, perspectives, independence and characteristics in alignment with the strategic needs of CMAOntario and the environment in which it operates.
• Identify suitable candidates for appointment to the Board considering credentialed candidates against objective criteria, and with due regard for the benefits of diversity on the team.
• Maintain an ongoing list of potential candidates. The list will strive to include a balanced proportion of genders. Whenever the list is not gender balanced, for each cycle of Board recruitment, CMAOntario will not rely on the list but will search beyond it to achieve balance.
• The CMAOntario recognizes that the presence of any one culture or identification does not guarantee integrity any more than the absence of any one culture or identification undermines integrity.

REVIEW
Review: Annually by the Board

The original organization was formed under the name of the Ontario Country Music Association in May of 2007, by Rob MacArthur, founding patron Linda Wright and a number of interested and enthusiastic individuals who thought it was time to have a voice for country music in Ontario: the "talent" including song writers, musicians, bands; and the "industry" including radio, management, publishers, booking agents and record companies.

They identified a strong need for educational workshops and resources to strengthen each area of this growing industry.

One of OCMA's first orders of business was to set up a web site for communications, news feeds and other forms of communication with members as well as the general public. One of the key features of the original website was an internet radio station featuring members' music, although it has since been discontinued.

The first board of directors was established in October 2008. Barry Haugen was President, Anya Wilson was Vice President, and Drew Allen was Secretary-Treasurer. The other directors were Terry Fernihough, Bruce Good, Bill Hart, Peter Linseman, Rob MacArthur, Heather Ostertag, and Bob Wilson.

Shortly thereafter, it was decided to adopt a new name - "Country Music Association of Ontario" or the "CMAOntario" - to avoid confusion with a defunct organization operating under the old name. The Country Music Association of Ontario was incorporated without share capital under the Corporations Act (Ontario) on March 25, 2010.

The CMAOntario attracted membership through showcases or Open Stages as they were known. The first showcase was in Oshawa and the second at the Gibson Guitar Center in Toronto in 2008. Since then it has expanded to incorporate seminars and "Demoramas" at which both members and non-members critique members' music.

The CMAOntario continues to grow its membership and to assist in the career development and education of as many of its writers, performers, musicians and music industry people as possible. In May 2014, CMAOntario held its second annual Awards Show; and in November 2014, it will host its first two-day educational seminar "The Road to Independence" which will also offer showcasing opportunities.

Article 1: Name

1:1 The name of the association will be (the) Country Music Association of Ontario (CMAOntario), 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 CMAOntario 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.

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 any Members' 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 Chair. 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 Chair shall have the casting vote at any general meeting.

: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 6: Directors and Officers

6:1 Election of Directors

:1 :1 (a) The Country Music Association of Ontario (CMAOntario) is managed by a Board of Directors that will consist of a minimum of three (3) and a maximum of thirteen (13) Directors.

(b) Subject to paragraph :1 :1 (e) below, a minimum of two-thirds (2/3) of the Directors shall be elected ("Elected Directors"), and the remainder may be appointed ("Appointed Directors") at the discretion of the Board provided that the total number of Appointed Directors does not exceed four (4).

(c) Where a Director is elected during the general elections, the Director's term shall begin at 12:00 am two (2) days after the AGM at which their election to the Board is announced and the term shall at end 11:59:59 pm one day after the AGM that falls at the end of the Director's two-year term, unless such Director resigns or is duly removed earlier than such date.

(d) Each Director (whether elected or appointed) shall serve for a term of two years unless such Director resigns or is duly removed prior to the expiry of such two-year term. A Director may serve an unlimited number of duly elected or appointed terms.

(e) In the event that a Director (elected or appointed) resigns or is otherwise removed prior to the completion of their two-year term and such resignation or removal results in less than two-thirds (2/3), but more than fifty percent (50%), of Directors being Elected Directors, then the minimum proportion of Elected Directors permitted shall be fifty percent (50%) until such time as general elections for Directors occur. In the event that any resignation or removal of a Director results in less than fifty percent (50%) of Directors being Elected Directors, then the Board shall, in its discretion, either: (i) elect to hold a by-election of a Director or Directors to bring the Board composition back in compliance with Section :1 :1 (b) above; or (ii) elect to wait for general elections to bring the Board composition back in compliance with Section :1 :1 (b) above.

: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.

:4 Every Director shall either be a Member in good standing or shall become a Member in good standing of the Association upon their election to the Board in order to serve as a Director.

6:2 Election of Officers

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

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

:3 A Past-President or Past-Chair 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 Chair of the Association shall chair each meeting of the Association and of the Board of Directors. In the absence of the Chair, the meeting will be chaired in the following order of priority: 1st Vice Chair, 2nd Vice Chair, Secretary, then Treasurer. The Chair shall in conjunction with the Executive Director 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 official 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 Chair 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 Chair or a Vice-Chair. Each Director shall have one (1) vote and no proxy votes will be allowed. The Chair 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 January 1 to December 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: (a) at an official Members' Meeting; or (b) at the Board's discretion, by a secured Members-only voting process conducted online.

: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: June 2, 2018