EAST COAST BLUES SOCIETY Bylaws - proposed for January 2011

8/8/2019 EAST COAST BLUES SOCIETY Bylaws - proposed for January 2011

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EAST COAST BLUES SOCIETY Bylaws January9, 2011

EAST COAST BLUES SOCIETYBYLAWS

Proposed for ratification byThe Society Membership at the Annual General Meeting,January 9, 2011

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TABLE OF CONTENTS

Article I DefinitionsSection 1: Definitions

Article II MemorandumSection 1: Name & Affiliation Of AssociationSection 2: Purpose

Article III MembershipSection 1: ApplicationSection 2: CategoriesSection 3: VotingSection 4: Revocation

Article IV Board of DirectorsSection 1: CompositionSection 2: Management

Section 3: Terms of OfficeSection 4: VacanciesSection 5: DutiesSection 6: Signing AuthoritySection 7: Removal of Directors

Article V CommitteesSection 1: Formation

Article VI ElectionsSection 2: Procedure

Article VII MeetingsSection 1: General Meetings

Section 2: Board MeetingsSection 3: Annual General MeetingsSection 4: Notice

Article VIII General ProvisionsSection 1: Fiscal Year Section 2: MediaSection 3: Rules & RegulationsSection 4: RemunerationSection 5: DocumentsSection 6: Borrowing PowersSection 7: Seal

Article IX Amendments

Section 1: Amendments

Article X DissolutionSection 1: Dissolution

Article XI ProceduresSection 1 EventsSection 2 Communication

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Section 3 FinancesSection 4 ReceiptsSection 5 BudgetSection 6 Expenditures

Article XII Policies

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ARTICLE I – Definitions

Section 1 - DefinitionsA) “Society” refers to the East Coast Blues Society

B) “Registrar” means the Registry of Joint Stock Companies appointed under the Nova Scotia CompaniesAct.C) “Board of Directors” is as defined under the Societies Act of Nova ScotiaD) “Special Resolution” means a resolution passed by not less than three-fourths (3/4) of members entitled

to vote as are present in person at a general meeting of which notice specifying the intention to proposethe resolution as a special resolution has been duly given.

ARTICLE II – Memorandum of Association

Section 1 – Name & Affiliation

A) The name of the Association shall be East Coast Blues Society, hereinafter referred to as the Society or the ECBS.

B) The Association may be affiliated with the Blues Foundation of Memphis and others association,organizations and societies.

Section 2 - PurposeA) The objectives of the Society are:

1) to function as a not-for-profit organization;2) to nurture and promote Blues music throughout Atlantic Canada;3) to promote public awareness of Blues musicians, local and otherwise;4) to support and network with other Blues associations with similar goals and objectives,5) to organize, participate or support events as determined by the Board of Directors; and,6) to foster mutually supportive interactions amongst artists, music organizations, and the general public.

ARTICLE III – MembershipSection 1 – Application

A) Any individual, who upholds the objectives of the Society and contributes to the mandate of nurturingand promoting blues music, in Atlantic Canada, in accordance to these bylaws, shall be eligible for membership in the Society.

B) Interested persons shall apply for membership and pay the annual dues as established at the AnnualGeneral Meeting (AGM).

C) For the purposes of registration, the number of members of the Society is unlimitedD) Their names shall be entered in the Register of Members accordingly.E) Membership in the Society shall not be transferable.

Section 2 – CategoriesA) Membership and fees, shall be in the following five (5) categories:

1) Individual Membership: $102) Students & Seniors: FREE3) Family Membership: $204) Band Membership: $205) Corporate Membership (Bars, Venues, Promoters, Music Industry): $50

Section 3 – Attendance at meetingsA) Members in good standing of the ECBS shall be entitled to attend the Annual General Meeting and any

General meeting of the Society., to vote and to hold office. There shall be no proxy voting.

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B) Members must be in good standing for 14 days prior to any Society meeting and shall have one vote.

Section 4 – RevocationA) Membership in the ECBS shall not be transferable and shall lapse:

1) at the end of the period for which the annual dues have been paid;2) by notice in writing to the ECBS for cause; or,3) by Special Resolution introduced by the Board of Directors upon the death of the member if deemed

not to be a member in good standing as voted on by the Society

ARTICLE IV – Board of Directors

Section 1 – CompositionA) The Board of Directors shall be comprised of the Chair, Vice-Chair, Treasurer and Members at Large.B) Any member, in good standing, of the Society shall be eligible to be elected as a Director to the ECBS.C) Directors shall be elected by members to coincide with the ending of the tenures of their predecessors.D) The Executive Officers of the Society shall consist of the Chair, Vice-Chair and Treasurer and will be

elected from the membership of the Society at the AGM.

E) A Secretary may be appointed by the Board of Directors.F) Unless otherwise determined by general meeting, the number of Directors shall not be less than five or

more than twelve.

Section 2 – ManagementA) All Directors of the ECBS shall act honestly and in good faith to the best interest of the ECBS and shall

exercise diligence, and skill that a reasonable person would exercise in comparable circumstances.B) The management of the activities of the ECBS shall be vested in the Directors who, in addition to the

powers and authorities granted by these bylaws or otherwise expressly conferred upon them, mayexercise all such powers and do all such acts as may be exercised by the ECBS.

C) The Directors shall have power to engage a Executive Director and to determine the duties,responsibilities and remuneration of this person. The Directors may appoint an Executive Committeeconsisting of officers and such other persons as the Directors decide.

D) The Chair of the Board of Directors of the Society shall file its annual statement with the Registrar aswell as a list of its Directors with addresses, occupations, dates of tenure, within forty-five (45) days of achange in Directors.

E) The Chair of the Board of Directors of the Society shall file a copy in duplicate of every specialresolution within forty-five (45) days after the resolution is passed.

Section 3 – Terms of OfficeA) Tenures shall be as follows:

1) Chair – 3 years, renewable for a additional terms if voted in2) Vice-Chair – 3 years, renewable for a additional terms if voted in3) Treasurer – 3 years, renewable for a additional terms if voted in4) Members at Large – 2 years, renewable for a additional terms if voted in

Section 4 – VacanciesA) The position of any Director shall be automatically vacated:

1) by a majority vote by the Board of Directors;2) if Director delivers a written letter of resignation to the Chair; or,3) upon death of the Director.

B) If the office of the Chair becomes vacant, the Vice-Chair shall automatically fill that office on an actingcapacity until the next AGM or a new Chair is voted in by Special Resolution. The Board of Directors

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shall then fill the Vice-Chair position on an acting capacity until the next AGM or a new Vice-Chair isvoted in by Special Resolution.

C) If the Vice-Chair or Treasurer positions become vacant, the remaining Board of Directors shall appoint amember to fill the vacancy until the next AGM at which time the position shall be filled by election.

D) Members of the Board who miss more than three board meeting annually, without just cause, shall bedeeded to have resigned from the Board.

Section 5 – DutiesA) The Chair shall, when present, chair all meetings and be an ex-officio member of all Committees.B) The Chair shall see that all orders and resolutions of the Society are carried into effect. The Chair shall

supervise the activities of the Society and shall perform such duties as may be assigned by the Boardmembers from time to time.

C) The Chair will ensure the Society maintains its status under the Registry of Joint Stock Companies. Thisincludes, but is not limited to, the following responsibilities:1) Convene an annual general meeting in Nova Scotia during which a financial statement setting out the

Society's income, disbursements, assets and liabilities are presented2) File a copy of the annual report with the Registry of Joint Stock Companies within the time

prescribed by law. This report will include a) the most up-to-date list of Directors, their full names,

positions and mailing addresses and b) the audited (if applicable) financial statement presented to themembership at the most recent annual general meeting.3) Maintain a list of present members with the following particulars

a) full name and home address b) date upon which membership beganc) date upon which the membership terminatesd) class of membership.

D) The Vice-Chair shall perform such duties as shall be required, from time to time, by the Society and inthe absence of the Chair, shall perform the duties and exercise the powers of the Chair.

E) The Treasurer shall:1) be responsible for the custody of the funds of the Society;2) keep or cause to be kept, full and accurate accounts of its receipts and disbursements;3) direct the deposit of all monies and other valuable effects in the name and to the credit of the Society

in such depositories as may be designated by the Society from time to time;

4) disburse, or cause to be disbursed, the funds as may be directed by the Society;5) render to the Society, accounts of the financial position as required by the Society;6) present a financial report to all meetings of the Board of Directors;7) present an annual financial report to the AGM; and,8) perform such other duties as may be directed, from time to time, by the Board of Directors.

F) The Recording Secretary shall1) attend all Board, General and Annual General meetings;2) shall record all votes and minutes and shall make them available to members as deemed by the

Board of Directors; and,3) shall be responsible for maintaining records of correspondence.

G) The Members at Large shall attend all meetings of the Society and have full rights and responsibilities asmembers of the Board including the right to vote.

H) Committees may be created by the Board of Director as required.

I) Committee Chairs may be appointed by the Board of Directors to address society business. Committeechairs may be selected from the active Directors or from the members in good standing who would reportto an active Director. Committee chairs shall oversee the activities of the committee and be prepared toreport on those activities and any recommendations to all Society meetings as required by the Board of Director.

Section 6 – Signing Authority

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A) The signing officers for the Society on all accounts payable and bank accounts shall be the Chair, Vice-Chair, and/or the Treasurer. Two signatories are required on all cheques drawn against the ECBS bank account.

B) Contracts, deeds, bills of exchange and other instruments/documents may be executed on behalf of the

Society by the signatures of at least two of the following Chair, Vice-Chair, Treasurer, or upon prior approval by the Board of Directors.

Section 7 – Removal of DirectorsA) The Society may, by Special Resolution, remove any Director before the expiration of office tenure and

appoint another person in his/her position. The person so appointed shall hold office until the next AGMat which time the Board and membership may vote that person in for a new tenure.

B) Any Director may be removed with just cause by a 2/3 vote of the Board of Directors then in office. AllDirectors must be given ten (10) days written notice of a meeting which includes removal of director(s)on the agenda and the specified reasons.

ARTICLE V – Committees

Section 1 – FormationA) The Board of Directors may appoint or dissolve any special committee, sub-committee, or ad-hoc

committee, at any time.B) Committees may include but not limited to:

1) Membership,2) Sponsorship,3) Special Events,4) Bluesletter & Publications.

ARTICLE VI – Elections

Section 1 – Procedures

A) The Board of Directors shall contact all members one (1) month prior to the AGM to invite nominationsfor the Board of Director positions.

B) Nominations may be received from the floor during the AGMC) In the event that more than one nominee is running for any specified position of the board, an election

shall be held at the AGM.

ARTICLE VII – Meetings

Section 1 – General and Special MeetingsA) Meetings of the Society shall be held as often as the business of the Society may require, and shall be

called by the Chair.B) A special meeting of the Society may be called at any time by the Chair or by the Board of Directors andshall be called if a requisition in writing is received, by at least twenty-five percent (25%) in number of the active members of the Society. Such a requisition must identify the subject of concern(s) identified to be addressed by such a meeting.

C) The Chair of the Society shall chair all meetings and in his/her absence, the Vice-Chair or alternatively,an appropriately appointed member shall chair.

D) Each member in good standing has one vote. The Chair shall cast a vote only in the event of a tie. There

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is no proxy voting.E) No business shall be transacted at any meeting of the Society unless a quorum of members (10% of total

membership in good standing) is present at the commencement of such meetings.F) No voting may take place on business at the meeting without a quorum and all such business will be

deferred until a quorum is present though discussion may continue and will be reflected in the minutes.

Section 2 – Board MeetingsA) Board Meetings will be held a minimum of eight times per year, though the Executive may meet in

between providing written documentation for the Board on its discussions and recommendations.B) The Chair, or in his/her absence, the Vice-Chair or in the absence of both, any Director appointed by the

Board of Directors shall preside as Chair of the meetings of the Board.C) Each Director is authorized to exercise one (1) vote. The Chair shall cast a vote only in the event of a tie.D) No business will be agreed upon unless a quorum of 50% of active Directors plus one is present.E) The agenda for Board meetings shall include, but not be limited to, the following items:

1) Acceptance of minutes from previous meeting2) A Report from each and every committee3) Treasurer's report4) Old and new business

F) Under special circumstances, such as when time is of the essence for a decision, a vote of the Board of Directors may be conducted by e-mail and/or phone with the following conditions:1) an active Director must communicate the exact wording of the motion, along with the identification

of the seconder, to all Directors;2) Directors must be given at least 48 hours following the communication of the motion to respond by

either e-mail or phone;3) All information and votes must be communicated to all members before the acceptance of the

motion;4) Each Director is authorized to exercise one (1) vote. The Chair shall cast a vote only in the event of a

tie;5) Non-responses are to be recorded as absences and shall not be counted towards the required quorum

of 50% of active Directors plus one; and,6) The motion, the name of the Directors moving and seconding the motion, and the vote count are to

be recorded in the minutes of the next following meeting of the Board of Directors.

Section 3 – Annual General Meeting (AGM)A) The AGM of the Society shall be held within two (2) months after the end of each fiscal year.B) At each AGM of the Society, the following items of business shall be addressed in the following order:

1) Minutes of the preceding AGM shall be approved2) Annual reports from the Board of Directors shall be reviewed3) Committee reports shall presented and reviewed, if applicable4) Financial statements including balance sheet and operating statement, with auditor’s report if

applicable, shall be reviewed5) Proposed amendments to the bylaws of the Society shall be voted on by the Membership6) Election of Directors and Officers for the next term as required7) Appointment of others (e.g. secretary & auditors, if required) by Directors

C) The Chair of the Society shall chair all meetings and in his/her absence, the Vice-Chair or alternatively,an appropriately appointed member shall chair.

D) Each member in good standing has one vote.The Chair shall cast a vote only in the event of a tie. There

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is no proxy voting.E) No business shall be transacted at any meeting of the Society unless a quorum of members (10% of total

membership in good standing) is present at the commencement of such meetings.F) No voting may take place on business at the meeting without a quorum and all such business will be

deferred until a quorum is present though discussion may continue and will be reflected in the minutes.

Section 4 – NoticeA) Notice of all General Meetings, the nature of such business will be identified, specifying the time and

location, shall be given in writing, by electronic mail, or by telephone, to each member at least 14 days before the meeting is to take place.

B) In the case of business requiring a Special meeting of the membership, the nature of such business will beidentified, specifying the time and location, shall be given in writing, by electronic mail, or by telephone,to each member at least 48 hours before the meeting is to take place.

C) Notice of the next board meeting, specifying the time and location, shall be decided by the Board of Directors at the end of each meeting and recorded in the minutes accordingly provided there shall be aminimum of eight (8) meetings yearly. Notice of ad hoc board meetings will be at a minimum of seven(7) day's notice identifying the nature of the meeting.

D) A meeting of the Board of Directors may be held at the close of every general meeting or AGM of theSociety without notice.E) Thirty (30) days notice of an AGM, in writing by electronic mail or by telephone, specifying the place,

date and hour of the meeting shall be given to the members.F) Non-receipt of a meeting notice by any member shall not invalidate the proceedings of any meeting.G) For the purpose of giving notice to any member for any meeting or otherwise, the address, electronic

mail address, or phone number of the member shall be the last one recorded in the files of the Society.

ARTICLE VIII – General Provisions

Section l – Fiscal YearA) The fiscal year of the Society shall be from January 1st to December 31st of any given year.

Section 2 – MediaA) All representation of the ECBS to the media will be the responsibility of the Chair, Vice-Chair, or

appointed alternate.

Section 3 – Rules & Regulations

A) The Board of Directors may prescribe such rules and regulations consistent with these bylaws relating tothe management and operation of the Society as they deem expedient, provided that such rules andregulations shall have force and effect only until the next general meeting of the members of the Societywhen they shall be confirmed and, failing such confirmation at such general meeting of members, shall atthat time cease to have any force and effect.

Section 4 – Remuneration

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A) Directors and Officers shall serve without remuneration and shall not receive any profit from their positions.

Section 5 – Documents

A) Preparation and custody of minutes, the books and records of all meetings of the Society and the Board of Directors shall be the responsibility of the Secretary, though the Chair and all Board Members willreceive copies of all documentation relevant to the administration of the Society.

B) All documents and financial receipts pertaining to the Society are the property of the Society and shall bekept in a secure location accessible to the Board of Directors.

C) The minutes of the meetings of the Society shall be made available to all members of the Society.D) Books and records of the Society may be inspected by any member of the Society at any time within five

(5) business days prior to the AGM at the registered office of the Society.

Section 6 – Borrowing PowersA) The borrowing powers of the Society may be exercised by a resolution of the members.

Section 7 – SealA) The seal of the Society, should one be created, will be the official logo of the East Coast Blues Society

and will be kept with the Chair and affixed to any document upon resolution by the Board of Directors.

ARTICLE IX – Amendments

Section 1A) The Society shall have the power to repeal, amend, add to, or re-enact these bylaws by a resolution

passed at a general or AGM. The said bylaw(s) shall not be enforced or acted upon until approval fromthe Registrar has been obtained.

ARTICLE X – Dissolution

Section 1A) In the event of the Society’s dissolution, any remaining funds shall be used to pay down all outstanding

debts. Any remaining monies, after the payment of outstanding debt, property, and records shall be heldin trust for 2 years. If the Society is not re-established within 2 years of dissolution, all monies, properties, and records shall be dispersed as follows. All records and documents to the Archives of NovaScotia. All monies shall be dispersed to a registered charity(ies) or not for profit organization deemed bythe Board of Directors at the time of dissolution.

Article XI Procedures

Section 1 EventsA) Events planned by the Committees and any activities planned by the members that will represent the

Society must be approved by the Board of Directors before implementation.

Section 2 CommunicationA) Official board correspondence shall be on “official Society letterhead” with copies provided to the

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Recording Secretary. A copy may be retained in a working file of the appropriate Committee.B) Communication among Board Members may occur by telephone, in writing, by electronic mail and/or by

other technical sources.C) Written correspondence from members shall be filed by the Recording Secretary for future reference.

D) Members shall receive replies to their correspondence, written or otherwise, within two weeks of receipt.E) Any correspondence from external organizations or interested parties shall be dealt with in a timelymanner as designated by Chair, Vice Chair or appropriate Board Member as assigned.

Section 3 FinancesA) Funding for the Society is derived from the following:

1) membership dues2) special events3) donations4) fund raising5) sponsors6) grants & contributions

B) Receipts will be issued for:

1) donations2) membership dues, upon request3) sponsorship

C) The Society’s budget is an estimate of future transactions and will be used for planning purposes.

D) Expenditures1) Requests for financial support for Blues related events, e.g. travel, fees, workshops, meetings,

etc., must be submitted in advance and shall be considered on an individual basis by the Board of Directors at their discretion.2) Original receipts for administrative costs for the operation of the Society, e. g. stationery, printing/photocopying, postage, etc. are to be approved by the Board of Directors and must beforwarded to the Treasurer before reimbursement.

E) A Director or Officer shall be reimbursed reasonable expenses incurred in the performance of their duties determined by the Chair, Vice-Chair or Board of Directors as required.

F) At the discretion of 2/3 of the Executive Officers, expenditures of up to $100 per month may made on behalf of the Society.

Article XI Policies

The Society has the following policies in effect:

A) The Society will use the same format for taking minutes for both its executive and generalmembership meetings.

B) The Society will pay an annual rental fee for its mailbox so as to maintain consistency for the receiptof mail at one central location.

C) The Board of Directors will review the cost of membership and present it to the membership at theAGM for ratification of fee increases.

D) All the Society’s actions are to be reported items.

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E) All personal information obtained by the Society shall be protected by the Personal InformationProtection and Electronic Documents Act (PIPED).

F) Directors of the Society shall be required to declare any interests that could be construed as a conflictof interest.

G) ECBS Directors and independent contractors may not exploit their official roles to assist privateentities or persons in their dealing with ECBS where this would result in preferential treatment to the private entity or person.

H) As a not for profit organization, the Society shall present its financial information at the end of eachfiscal year with a balance sheet showing particulars of its liabilities and assets and statement of income and expenditures in the preceding year signed by an auditor or, if no auditor, by twodirectors.

I) Audits, if required, shall be performed by an independent Chartered Accountant and financialrecords of the Society may be viewed by its members at any time within reasonable notice.

J) All monetary transactions of the society, such as entrance fees for events, will be the responsibilityof at least one active Director.

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EAST COAST BLUES SOCIETY Bylaws - proposed for January 2011

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