3.0   PROCESS (Board Of Directors)

 

To achieve its diversity aspirations, the Board will: 

 

.1       Ensure the board’s composition considers the balance of skills, experience, knowledge, perspectives, independence and characteristics in alignment with the strategic needs of  NCMA and the environment in which it operates. 

 

.2       To be eligible to be Nominated as a Director the Candidate must come from the Members List.  Member must have been a member for at least three (3) months and have been vetted before nomination.  Directors will require the said Candidate to introduce themselves and are required to state why they want to be on the Board. Voting will take place at the next monthly meeting.

 

.2       A list of 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.

 

.3       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, NCMA will not rely on the list but will search beyond it to achieve balance.

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.4       The  NCMA 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.

 

 

4.0     EXECUTIVE MEETING - BOARD OF DIRECTORS:

A typical board of directors meeting procedure includes: calling the meeting to order, checking for quorum, approving the agenda and previous meeting minutes, receiving committee reports, discussing new and old business items, taking votes on necessary decisions, assigning action items, and adjourning the meeting, all while maintaining proper decorum and following established protocols like declaring conflicts of interest when necessary. 

 

4.1    Key Steps for Board Meeting:

 

.1       Pre-Meeting Preparations:

President to Set Agenda: The board President creates a detailed agenda with clear topics and allocated time for each discussion point, distributing it to all board members in advance. 

Prepare supporting materials: Relevant documents, reports, and presentations should be circulated to board members prior to the meeting to facilitate informed discussions. 

Confirm quorum: Ensure enough board members are present to legally conduct business. 

 

.2       Meeting Commencement:

Call to order: The chair formally opens the meeting by stating "I now call this meeting to order". 

Roll call: The secretary may call roll to confirm attendance. 

Approve agenda and minutes: The board reviews and approves the agenda and minutes from the previous meeting. 

 

.3       Discussion and Decision Making:

Committee reports: Each committee chair presents a summary of their committee's activities and recommendations. 

Old business: Review and address any outstanding issues from previous meetings. 

New business: Discuss new proposals, initiatives, or important updates. 

Open discussion: Board members can ask questions, express concerns, and debate different perspectives on agenda items. 

Voting: When necessary, formal votes are taken on key decisions with proper recording of votes. 

 

.4       Closing the Meeting:

Action items: Assign clear action items to specific individuals with deadlines. 

Adjournment: The chair formally concludes the meeting by announcing adjournment. 

 

.5       Important considerations for effective board meetings:

Time management: Stick to the agenda and allocated timeframes for each topic. 

Respectful communication: Encourage open discussion while maintaining professional decorum. 

Conflict of interest disclosure: Board members should disclose any potential conflicts of interest related to agenda items. 

Minute taking: Accurate and detailed minutes should be recorded by the secretary to document key decisions and actions. 

Robert's Rules of Order: Consider using parliamentary procedures to manage discussions and voting effectively. 

 

 

5.0     DEFINITIONS OF BOARD MEETINGS:

 

5.1     Calling of Meetings of the Board of Directors

 

          Meetings of the board may be called by the President of the board, or any two (2) directors at any time.

 

          Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than fourteen days before the time when the meeting is to be held by one of the following methods:

1. delivered personally to the latest address as shown in the last notice that was sent by the Corporation.

2. mailed by prepaid ordinary mail to the director’s address as set out in(a);

3. by telephonic, electronic or other communication facility at the director's recorded address for that purpose;

 

          Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

 

5.2     First Meeting of the New Board

          Provided a quorum of directors is present, each newly elected board may, without notice, hold its first meeting immediately following the annual meeting of members at which such board is elected.

 

5.3     Regular Meetings of the Board

          The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting. 

          Meetings of the board shall be held at the head office of the Corporation or elsewhere in Canada, or, if the board determines or all absent directors consent, at some place outside Canada.

          Meetings of the board may also be conducted via electronic means if a quorum of directors consent in advance to method of communication and each has equal access. If meeting is by electronic means, all directors participating in the meeting must be permitted to communicate adequately with each other. The Chair will confirm quorum and the Secretary/Treasurer will record all votes.

 

5.4     Votes to Govern

          Each director has one vote. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question; in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. Questions at meetings conducted via electronic means shall be decided by majority votes.

 

 

6.0     DIRECTORS:

 

          The affairs of the Corporation shall be managed by its board. The total number of directors at one time shall be a maximum of eighteen (18) and a minimum of ten (10).

          The board consists of eleven (11) elected directors who have been nominated in accordance with by-laws. The board also consists of between two (2) and ten (10) appointed directors.  A two-thirds majority of the directors at a properly called meeting of the board shall constitute a quorum for the purpose of transacting business of the Corporation.

          To be a Director the Member must have at least three (3) months as a Member.  Member must have been vetted by Board.  (ie: Background Check, Bankruptcies, Clean Crime Record etc).  All directors must be a minimum eighteen (18) years of age, individuals, and have the capacity under law to contract.

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7.0     DEFINITIONS:

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1. "act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

2. ” or “ annual general meeting” or “annual meeting of members” means the annual meeting of members

3. " articles " means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation

4. " board " means the Board of Directors of the Corporation and "director" means a member of the board;

5. "by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect

6. "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members

7. "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;

8. "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act.

9. " means " the regulations made under the Act, as amended, restated or in effect from time to time; and

10. "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) 

        of the votes cast on that resolution.

 

 

 

8.0     BUSINESS ITEMS

 

8.1     Corporate Seal

          The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal 

          is approved by the board, the Secretary of the Corporation shall be the custodian of the corporate seal.

 

8.2     Financial Year

          Until otherwise ordered by the board, the financial year of the Corporation shall end on the last day of December in each year.

 

8.3     Execution of Instruments

          Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by a director and by the Secretary/Treasurer. In addition, the board may from time to time, direct the manner in which the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the Corporation may affix the corporate seal thereto.

 

8.4     Banking Arrangements

          The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

 

8.5     Interpretation

          In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

 

8.6     Borrowing Powers

1.       The directors of the Corporation may, without authorization of the members, borrow money on the credit of the corporation;

• issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

• give a guarantee on behalf and

• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property the corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.

 

8.7     ANNUAL FINANCIAL:

          Statements

          The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

 

9.0     NUMBER OF DIRECTORS AND QUORUM

 

9.1     The affairs of the Corporation shall be managed by its board. The total number of directors at one time shall be a maximum of eighteen (18) and a minimum of ten (10).  The Boards in the Country Music Association usually follow the 11/2 Rule (meaning 10 Directors live in the area and two Directors may be out of area).

          The board consists of eight (10) elected directors who have been nominated in accordance with by-laws. The board also consists of between two (2) and ten (10) appointed directors.  A two-thirds majority of the directors at a properly called meeting of the board shall constitute a quorum for the purpose of transacting business of the Corporation.

          All directors must be a minimum eighteen (18) years of age, individuals, and have the capacity under law to contract.

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9.2     Election to the Office of Director for Annual Meeting:

          Nominated Directors shall have been vetted at least one month before the annual meeting of members by the current Board Of Directors.

          They are to serve a two (2) year term from those members who have been nominated in accordance with nomination regulations in place. Each nominee will be elected if they receive a plurality of the votes of the membership received through the online member voting process.

          The online voting shall commence at the Board’s discretion no less than 30 days prior to the annual meeting and shall end 7 days prior to the annual meeting.

          No proxy vote will be allowed, while lobbying for votes is accepted, the vote is restricted to member online ID and must be submitted by that individual.

          Elections will be held each year at the annual meeting of members. Commencing in 2011, three (3) directors will be elected; in 2012, three (3) directors will be elected; and in 2013, two (2) directors will be elected. This three-year cycle of electing three directors in Year 1, then three directors in Year 2, and then two directors in Year 3, will carry on after 2013.

          Elected directors are limited to serve no more than two (2) consecutive terms (six years) of office and thereafter shall stand down for at least one year before seeking re-election.

 

9.3     Voting for Directors

          The nominated members receiving the greatest number of votes in the election of directors shall be declared elected. In the event that an equality of votes has occurred, the chairperson of the meeting shall be entitled to a second or casting vote.

 

9.4     Appointed Directors

          Between two (2) and ten (10) appointed directors shall be appointed by the elected directors at a properly constituted board meeting. Appointed directors must be reappointed every two years. There are no limitations on the number of re-appointments for appointed directors.

 

9.5     Vacation of Office

The office of an elected or appointed director shall be vacated upon the occurrence of any of the following events:

.1       if a receiving order is made against them or if they make an assignment under the Bankruptcy Act; or

.2       if an order is made declaring them to be a mentally incompetent person or incapable of managing their affairs; or on death; or

.3       if by notice in writing to the Secretary/Treasurer of the board that they resign from office.

.4       If the Director (Member) resigns in writing to the the Board of Directors.

 

9.6     Removal of Directors:

The members may, by resolution passed by at least two-thirds of the votes cast thereon at a special meeting of members called for the purpose, remove any director before the expiration of their term of office and may, by majority vote, elect any person for the remainder of the term.

 

Any director who misses two (2) board meetings in any twelve (12) months period, without good cause as determined by the board, shall be subject to immediate dismissal from the board.

 

Any director who fails to maintain their membership in good standing, shall be notified they have thirty (30) days to make payment and, if at the end of thirty (30) days, the membership is still not paid, they would be subject to dismissal from the board.

 

The board may suspend or cancel the membership and/or terminate the directorship of a current director for any cause which the board may deem reasonable by the way of an objective standard, upon the approval vote of two-thirds of the directors at a duly constituted meeting of the board.

 

9.7     Vacancies of Directors

Vacancies occurring from time to time on the board (i.e. should a director resign, be unable to complete their term of office, has submitted in writing their resignation or be removed) will be filled by appointment by the board (if the remaining directors constitute a quorum) to fulfill the unexpired term of said vacancy.

 

This position will be an interim position voted on by the Board until the Annual Meeting of the Board of Directors in October of each year.  In the absence of an appointment by the board to an open elected director position, the position shall remain vacant until the next annual meeting of members when the membership will elect a successor elected director for any then remaining unexpired term.