NIPISSING COUNTRY MUSIC ASSOCIATION

SUNDAY JANUARY 12, 2003

 CONSTITUTION & BYLAWS

 

 CONSTITUTION

• This association shall be known as Nipissing Country Music Association and is hereafter referred to as the “Association”, consisting of all members in good standing

• The objects and purposes of the Association shall be follows:

• To promote Country & Western Music in general and aspiring artists.

• To promote all aspects of Country Music involving areas of culture, education and charities.

• The affairs of the Association shall be carried on pursuant to the by-laws which follow hereafter.

 

BYLAWS

 

1.0  HEAD OFFICE

 

1. The head office of the Association shall be in the Town of Corbeil, in the Province of Ontario, Box 254, or at such a place therein as the directors may from time to time determine.

 

2.0  BOARD OF DIRECTORS

 

1. The affairs of the association shall be managed by a board of nine (9) directors of whom at the time of the election shall be a member in good standing of the Association, and each shall reside in the District of Nipissing. Each of the nine (9) directors shall be elected to hold office until the first annual meeting after he/she shall have been elected or until his/her successor shall have been duly elected and qualified.
    

2. The election may be by a show of hands unless a ballot be demanded by a member. The Association may, by resolution passed by a majority of those votes cast at a general meeting of which notice, specifying the intention to pass such resolution has been given, remove any director before the expiration of their term of office, and may, by a majority of the votes cast at the meeting, elect any member in good standing, for the remainder of his/her term, if it is deemed that such a director is acting in contravention of the bylaws of this Association

 

3.0  VACANCIES & BOARD OF DIRECTORS

 

1. Vacancies on the Board of Directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but it there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

 

 

4.0  QUORUM AND MEETINGS, BOARD OF DIRECTORS

 

1. A majority of the executive shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meeting at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or the Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered or telephoned to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than five days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting notice need be sent. 

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5.0  VOTING, BOARD OF DIRECTORS

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1. Questions arising at any meeting of directors shall be decided by majority of votes. In case of an equality of votes, the Chairman in addition to this original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by a director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. 

2. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by a Vice-President or such other director as the board may from time to time appoint for this purpose.

 

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6.0  POWERS

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1.  The directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do. Without in any way derogating for the foregoing, the directors are expressly empowered, from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options, and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they may deem advisable.

 

 

7.0  RENUMERATION OF DIRECTORS

       The Directors shall receive no renumeration for acting as such.

 

 

8.0  OFFICERS OF ASSOCIATION

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1. There shall be a President, a Vice-President, a Secretary, a Treasurer, five (5) Directors and such other officers as the Board of Directors may determine by bylaw from time to time. One person may not hold more than one office of the Board of Directors. All officers shall be elected by the general membership from among their number at the first meeting of the board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected. The other officers of the Association that may be determined by the bylaw from time to time need not be members of the board, and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the Board.

 

 

9.0  DUTIES OF THE PRESIDENT

 

1. The President shall, when present, preside at all meetings of the members of the Association and the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Association.

2. The President with the Secretary or other officers appointed by the Board for the purpose, shall sign all bylaws. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President. If the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such reference thereto.

 

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10.0  DUTIES OF THE VICE-PRESIDENT

 

1. The Vice-President in the absence of the President shall assume the duties of the President. The Vice-President shall co-ordinate and Chair all activities that relate to activities of the Nipissing Country Music Association.

 

 

11.0  DUTIES OF THE SECRETARY

 

1. The Secretary or a designate, appointed by the board, shall attend all meetings of the Board of Directors and the general membership and record all facts and minutes of all proceedings in the books kept for that purpose. She/he shall give all notices required to be given to the members and to the directors.
    

2. She/he shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Association which she/he shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution and she/he shall perform such other duties as may from time to time be determined by the Board of Directors.

 

 

12.0  DUTIES OF THE TREASURER

 

1. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate account of all receipts and disbursements of Association in proper books of accounts and shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors.

2. She/he shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof or whenever required of her/him an account of all his transactions as Treasurer; and of the financial position of the Association.  She/he shall also perform such other duties as may from time to time be determined by the Board of Directors.

 

 

13.0  DUTIES OF OTHER OFFICERS

 

1. The duties of all other officers of the Association shall be authorized by the Board of Directors.

 

 

14.0  EXECUTION OF DOCUMENTS

 

1. Transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President, Vice-President and the Treasurer. Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President, Vice-President, Treasurer, or by any person authorized by the Board. Notwithstanding any provisions to the contrary contained in the bylaws of the Association, the Board of Directors may at any time by resolution direct the manner in which, obligations of the Association may or shall be executed.

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15.0  BOOKS & RECORDS

 

1. The Board shall see that all necessary books and records of the Association required by the bylaw of the Association or by any applicable stature or law are regularly and properly kept.

 

 

16.0  MEMBERSHIP

 

1. The membership shall consist of the applicants who have paid their annual dues and have been sponsored by a member in good standing, and such other individuals as are admitted as members by the Board of Directors. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.

2. In the case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Association prior to acceptance of his resignation. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.

3. The members of the Association may, by resolution passed by a majority of votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any member from the membership rolls before the expiration of his annual membership.

4. Terms of expulsion shall be recorded and that person’s name shall be recorded on an “Expulsion List”.

5. Expelled members may only be reinstated by a majority vote of the Board.

 

 

17.0  DUES

 

1. Annual dues shall be payable by members as fixed from time to time by unanimous vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting. The Secretary shall notify the members of the dues or fees at any time payable by the, and, if any are not paid within 60 days of the date of such notice the member in default shall thereupon automatically cease to be

         a)  1 to December 31 of the same year.

 

18.0  ANNUAL AND OTHER MEETINGS OF MEMBERS

 

1. The annual or any other general meeting of the members shall be held in the District of Nipissing at a time or place appointed by the directed, provided that the annual meeting shall be held during the month of October. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The Board of Directors shall have power to call at any time a general meeting of the members of the Association. No public notice nor advertisement of members’ meetings, annual or general, shall be required but notice of the time and place of every such meeting shall be given to each member in a method determined by the Board, ten (10) days before the time fixed for the holding of such meeting.

 

 

19.0 ERROR OR OMISSION IN NOTICE

 

1. After a reasonable attempt to give notice, of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Association.

 

 

20.0 VOTING OF MEMBERS

 

1. Each member of the Association shall at all meetings of the members be entitled to one vote. No member shall be entitled to vote at meetings of the Association unless he has paid all dues or fees, if any, then payable by him. At all meetings of members every question shall be decided by a majority of the votes of the members present. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that resolution has been carried or not carried and an entry to that effect in the minutes of the Association shall be admissible in evidence as prima facie proof of the fact proof of the number or proportion of the votes accorded in favour of or against such resolution.

2. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by majority votes given by the members present and such poll shall be taken in such manner as the Chairman shall direct and result of such poll shall be deemed the decision of the Association in a general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote.

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21.0  RULES OF ORDER

 

1. Any issue of proceeding or interpretation of rules of order in the conduct of any meeting of either the Board of Directors or the membership of the Association, shall be determined by the Chairman of the meeting or his agent having reference to the standard text known as “Roberts Rules of Order” or a procedure order set by the Board of Directors.

 

 

22.0  FINANCIAL YEAR

 

1. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the 15th day of September in each year.

 

23.0  CHEQUES

 

1. All cheques shall be endorsed by the President or Vice-President and the Treasurer.

 

 

24.0  AMENDMENT/ADDITIONS

 

1. These bylaws can be amended or additions made to on a resolution of the Board of Directors but no such amendment or addition shall be valid until they have been approved by a general meeting of members, with a majority of the votes cast.

 

 

25.0  INTERPRETATION

 

1. In these bylaws and in all other bylaws of the Association hereafter passed unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number of the feminine gender, as the case may be, and vice versa, and reference to persons shall include firms and corporations.