Association of Country Music in Alberta


By-laws


ARTICLE 1: NAME
1:1 The name of the Association will be "The Association of Country Music in Alberta", hereinafter called the "Association"

ARTICLE 2: REGISTERED OFFICE
2:1 The registered office of the Association will be in the Province of Alberta, 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
:1 Criteria:
:1 Any individual whose permanent address falls within the Province of Alberta and who they themselves, feel their contribution to the music industry as a whole falls under the umbrella of Country Music
:2 Rights & Privileges of a Industry Membership – Single:
:1 To be able to access the support systems and contacts put in place by the Association to enhance, support or provide a stepping stone to their music business
:2 Eligible 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 After a period of not less than 2 years of permanent residency in Alberta, the member is then eligible to have 1 vote.
:4 After a period of not less than 2 years of permanent residency in Alberta, the member is then eligible to participate in Committees.
:5 Eligible to receive Association Awards and Recognition as may become available.
4:2 INDUSTRY MEMBERSHIP - ALUMNI
:1 Criteria:
:1 Any individual whose permanent address once was, but no longer falls within the Province of Alberta because their music career has taken them out of Canada, but who they themselves, feel their contribution to the music industry as a whole falls under the umbrella of Country Music.
:2 Rights & Privileges of an Industry Membership – Alumni:
:1 To be able to access the support systems and contacts put in place by the Association.
:2 Eligible 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.
:3 Eligible 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 rate.
:4 The Alumni Member will have no voting privileges.
4:3 INDUSTRY / SPONSOR MEMBERSHIP – CORPORATE
:1 Criteria:
:1 Any business or corporation whose permanent address falls within the Province of Alberta and that business supports, contributes to and/or has influence in country music within the Province of Alberta, but not exclusive to the Province of Alberta
:2 Rights & Privileges Industry/Sponsor Membership – Corporate
:1 Eligible 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
:2 Eligible 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 Eligible to sponsor the Association as a whole, or to lend sponsorship to special events, functions, seminars. Recognition for such sponsorship shall be duly noted.
:4 After a period of not less than 2 years of permanent residency in Alberta, the member will be eligible to have 1 vote for each Sponsorship/Membership.
:5 After a period of not less than 2 years of permanent residency in Alberta, the member is then eligible to participate in Committees.
:6 Eligible to receive Association Awards and Recognition as may become available.
4:4 FAN MEMBERSHIP
:1 Criteria:
:1 Any person with an interest or passion for Country Music, but is not directly in the business of Country Music, shall hold a fan membership
:2 Rights & Privileges of a Fan Membership
:1 Fan Members shall be eligible to purchase tickets, in advance of the general public, to such events put on by the Association, that help fulfill its Objectives, at membership rates.
:2 Fan Member shall have access to other special events, workshops, seminars, discussion groups etc., put on by the Association, by majority vote of the Board of Directors, at membership rates.
:3 Fan Members will have no voting privileges.
4.5 DUES / FEES
:1 Annual Membership dues, for each level of membership, shall be determined by the Board of Directors.
:2 All memberships will be valid for a one year term, July 1st through June 30th of each fiscal year.
:3 Memberships purchased after July 1st of each fiscal year, shall be remitted at full membership price unless such time has passed through December 31st of issuing year. In this case, Membership Fees will be ½ of that price as issued until June 30th.
4.6 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 by a majority vote of the Board of Directors, if in the opinion of the majority of the Board of Directors that such member has in any way endangered, hindered and/or interfered with the reputation of the Association, or the Associations ability to achieve its objectives.
:3 The Association will not be expected, nor required to re-admit any member who has resigned 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 Alberta.

ARTICLE 5: MEETINGS OF THE ASSOCIATION:
5:1 The Board of Directors shall call the Annual General Meeting of the Association to be held not more than six (6) months past the end of the fiscal year.
5:2 The Annual General Meeting will be the only General Meeting of the Association. Notice shall be mailed and post marked no less than ninety (90) days prior to the date of the meeting.
5:3 The Annual General Meeting shall be open only to Industry Memberships Single, Industry Members Corporate and /or Sponsorship Memberships.
5:4 All Industry Members Single, Industry Members Corporate and Sponsorship Members, in good standing, are entitled to 1 vote at the Annual General Meeting.
5:5 A quorum for an Annual General Meeting shall be no less than 10% of the Memberships entitled to attend such meeting. A member may have his or her vote present by proxy, so long as the proxy form is to the Association’s office not later than seventy two (72) hours prior to the start time of the meeting. Proxy forms shall specify which member is to have the proxy in question. Unassigned or unspecified proxies shall be deemed invalid. Proxies shall count as one-half (1/2) vote in determining the quorum. 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 new schedule for the meeting shall proceed with whoever is in attendance.
5:6 A motion at any Annual General Meeting that ends in tie, shall have the President make the deciding vote.
5:7 The Association will not hold Special Meetings.

ARTICLE 6: BOARD OF DIRECTORS
6:1 ELECTION OF THE BOARD 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 ten (10) elected Directors. Each Director shall be elected for a period of two (2) years.
:2 Existing Directors, not running for re-election, will serve as the Nomination Approval Committee for all nominees.
:3 The Board of Directors shall – whenever possible - represent the areas of the Alberta Country Music Business as outlined below. Each Director shall have been in their area of representation for a minimum of three (3) years preceding their nomination. In the case of Artist Representation, the nominee must have been in the business for a minimum of seven (7) years preceding their nomination. In each instance, the nominee must have a permanent address within the Province of Alberta for a period of not less than three (3) years.
:4 Areas that require representation in the Association, and wherever possible shall have two (2) representatives serving as directors are:
Artists / Musicians
Clubs / Promoters / Agents
Labels / Managers
Producers / Studios
:5 In the event of a tie, a second ballot will break the tie.
6.2 APPOINTMENT OF AN EXECUTIVE DIRECTOR
:1 The Association shall appoint by contract, an Executive Director.
:2 The contract for the Executive Director shall be awarded for a period of not less than three (3) years. The contracted Executive Director shall have the right of first refusal for the upcoming contract term.
:3 The Executive Director shall carry on the day to day operations of the Association, report and be held accountable for the active duties of the Secretary and Treasurer, and other such obligations as the Board of Directors deems appropriate.
:4 The Executive Director shall be able to participate in workshops, seminars, discussion groups or any other special event as put on by the Association, at no cost.
:5 The Executive Director may accompany any other Director(s) that are attending and/or participating in any seminars, workshops, tradeshows etc. that may become available, that promotes the Association’s Objectives, including, but not limited to, travel outside of the Province or Country. All expenses associated with such accompaniment, shall be the sole responsibility of the Association.
:6 The Executive Director shall help transition the new Board of Directors and provide the constant in this changing time.
:7 The Executive Director may resign his/her position by providing notice in writing to the Board of Directors not less than three (3) months prior to the anticipated resignation date.
:8 The Executive Director may be asked to resign, or may have his/her contract terminated by resolution of the Board of Directors, if it is majority vote of the Board of Directors that the Executive Directors has in endangered, hindered and/or interfered with the reputation of the association, or the Associations ability to achieve its objectives. Intent of such special resolution by the Board of Directors must be announced by written notification to the Executive Director not less than three (3) months prior to the anticipated termination date. The Executive Director shall have the opportunity to review all accusations being brought to the Boards attention, prior to the meeting and the opportunity to speak to the accusations being brought forth prior to the vote.
6:3 ELECTION OF OFFICERS
:1 The Directors shall be appointed as the Officers of the Association.
:2 The Officers of the Association shall be the President, the Vice-President, a Treasurer and a Secretary. In the event of the inability of the President to perform his/her functions at any time, the duties of the President shall be performed by the Vice-President. The Offices of the Treasurer and Secretary may be filled by one person.
6:4 DUTIES OF THE OFFICERS
:1 The President of the Association shall preside at all meetings of the Association and of the Board of Directors
:2 The Secretary of the Association shall be responsible to oversee and ensure the completion of the following by the Executive Director:
(a) the correspondence of the Association
(b) issue notices of the meetings of the Association and the Board of Directors
(c) kept minutes of all meetings of the Association and Board of Directors
(d) knowing the custody of all records and documents of the Association expect those required to be kept by the Treasurer
:3 The Treasurer of the Association shall be responsible to oversee and ensure the completion of the following by the Executive Director:
(a) know the custody of the financial records, including the books of Association and;
(b) presentation of the financial statements to the Board of Directors, Annual General Meeting, or other such times as required.
:4 Any Officer, for cause or incapacity, may be removed from the Board of Directors by a two-thirds (2/3) majority vote of the full Board of Directors. Any vacancy cause by a resignation or removal of a 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.
6:5 Directors Responsibilities
:1 The Directors will oversee the management and administration of the Association as performed by either of the Executive Directors.
:2 The signing officers of the Association shall be made up of two (2) signatures from, the President, Treasurer and Executive Director
:3 Any Director, for cause or incapacity, may be removed from the Board of Directors by a two-thirds (2/3) majority vote of the full Board of Directors. Any vacancy cause by a resignation or removal of a Director 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.
:4 The Board of Directors will meet not less than twice between Annual General Meeting. A Board of Directors meeting can be called by the President or at the request of at least two (2) Directors.
:5 A quorum for any Board of Directors meeting shall be one –half (1/2) of the Board, and must include either the President or the Vice-President. Board members may participate in board meetings via telephone conference. Each Director will have 1 vote and no proxy votes will be allowed. A motion that results in a tie vote shall be decided upon by the President.
:6 Any Industry Member in good standing may attend any meeting of the Board of Directors. Notice of a member’s intent to attend a meeting must be received seven (7) days prior to such meeting. Only the Directors shall be entitled to vote. The Board of Directors reserves the right to exclude the member from a confidential portion(s) of the meeting.

ARTICLE 7: FINANCIAL
7:1 The Board of Directors shall appoint a professional accountant at the Annual General Meeting to review and audit the financial records.
7:2 Financial Statements will be prepared at least once a year and presented to the members at the Annual General Meeting.
7:3 The receipts and income of the Association shall be applied in keeping with the Objectives of the Association.
7:4 The Board of Directors may employ such persons and maintain such offices and other facilities as required and approved.
7:5 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.
7:6 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.
7:7 Directors and Officers of the Association shall not be paid for their services. The 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.
7:8 The Fiscal Year of the Association shall be July 1st – June 30th, or such other time as determine by the Board of Directors.
7:9 The funds of the Association my by invested in fully secured term certificates of any bank, trust company or as otherwise directed by the Board of Directors.
7:10 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
8:1 All Officers and Directors holds office with protection from the Association. The Association indemnifies each Officer and/or Director against all costs or charges that stemming from their actions from their role for the Association. This indemnification does not apply to an Officer and/or Director who has conducted themselves outside the guidelines, policies and budgets as set forth from time to time by the Board of Directors.
8:2 Any Director and/or Officer that commits acts of fraud, dishonesty or bad faith shall not have the protection of the Association.
8:3 No Director and/or Officer shall be held liable for the acts of any other Director and/or Officer.
8:4 No Director and/or Officer shall be held responsible for loss or damage due to bankruptcy, or wrongful acts committed by any person/firm/or corporation in dealing with the Association.
8:5 No Director or Officer is liable for any loss due to an oversight or error of judgment or by any act in his/her role for the Association, unless the act is based on fraud, dishonesty or bad faith.
8.6 Directors or Officers can rely on the accuracy of any statement or report prepared by the Association’s Professional Accountant. Directors or Officers will not be held liable for any loss or damage as a result of acting on such Professional Accountant’s statements or reports.
8.7 The Association will put into place any Liability Insurance that is required to further protect its Directors and Officers.

ARTICLE 9: GENERAL
9:1 By-laws of the Association can only be amended by a Special Resolution if the members and such resolution receiving a 75% vote in favor.
9:2 A Industry Member Single, or Industry / Sponsor Member Corporate, in good standing, can request to review the books and records of the Association providing such request is received at least thirty (30) days prior viewing. Such request is at the discretion of the Board of Directors. All other members do not have the right to inspect the books and records of the Association.
9:3 The Association will not adopt a Society Seal.

Dated: August 21st, 2008

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