Our Mission Statement

Part One

The name of this nonprofit society shall be

Canadian Association for Musical Empowerment and Opportunity,

referred to hereinafter as the Association .

Part Two

The purposes of the Association are:

(1) to encourage and promote the development of a community of musicians and lovers of music first in the local area of the Fraser Valley, British Columbia and, eventually, in Canada as a whole.

(2) to act as a network providing empowerment through information, education, assistance, and opportunity to this musical community.

(3) to stimulate the development of a local music industry by sponsoring recording projects, showcases, workshops, contests, festivals, and other events and programs.

(4) to discover and help develop emerging musical artists of all ages locally and on a national scale.

(5) to encourage and promote the expression of the universal language of music as a positive and creative force in the community and beyond.

Part Three

It is the unalterable provision of this Constitution that the Association will not support, endorse, or sponsor any music or musical projects whose content is deemed by the Association to be demoralizing or degrading to any person or class of persons or otherwise in contradiction to the purposes of the Association as set forth above in Part Two, Section 5 of this Constitution.

Bylaws

Here set out, in numbered clauses, are the bylaws providing for the matters referred to in section 6 (1) of the Society Act and any other bylaws.

Part 1 - Interpretation

1. In these bylaws, unless the context otherwise requires:

• directors means the directors of the Association for the time being.
• Society Act means the Society Act of British Columbia from time to time in force and all amendments to it.
• registered address of a member means the member's address as recorded in the register of members.
• words importing the singular include the plural and vice versa, and words importing a person include a corporation.

2. The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

Part 2 - Membership

3. Any person who is interested in music and who supports the aims and purposes of the Association may apply to the directors for membership in the Association and on acceptance by the directors and payment of his annual membership dues shall be a member.

4. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues must be determined by the members at a general meeting.

5. Every member must uphold the constitution and comply with these bylaws and with such rules, not being inconsistent with these bylaws, that may be imposed by the board of directors or that are established by the members at a general meeting.

6. Memberships, or any interests of membership, are not transferable, and a person ceases to be a member of the Association

• by delivering his or her resignation in writing to the secretary of the Association or by mailing or delivering it to the address of the Association, or
• on his or her death or, in the case of a corporation, on dissolution, or
• on being expelled, or
• on having been a member not in good standing for a period of time prescribed by the directors, or
• when the member no longer qualifies for membership according to these bylaws.

7. Members in Good Standing

• All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other fee, assessment, or debt due and owing by the member to the Association, and the member is not in good standing so long as the debt remains unpaid.

8. Expulsion of Members

A member may be expelled from the Association by a resolution passed by majority vote of the members at any general meeting of the Association, and such a resolution may be proposed by a member or by the officers, provided that

• the reasons for the proposed expulsion of a member must be clearly stated at the meeting, and
• the member in question, if present, must have an opportunity to be heard before the vote is taken, and
• if the member is expelled in absentia, he or she must be promptly advised of this decision and given the opportunity to appeal the expulsion at the next general meeting provided that reasonable notice of intention to appeal is given to the directors in advance of the meeting.

Part 3 - Meetings of Members

9. General meetings of the Association shall be held at such time and place, in accordance with the Society Act, that the directors decide, and shall be held as often as the business of the Association requires.

10. Notice of General Meetings

• Notice of a general meeting must specify the place, day and hour of the meeting, and shall state the nature and business of the meeting.
• Notice of a general meeting must be given to:
  • every member in good standing shown on the register of members on the day notice is given, and
  • the auditor, if the Association has resolved to have an auditor, and
  • no other person is entitled to receive a notice of a general meeting.
• A notice may be given to a member either personally or by mail to the member at the member's registered address.
• A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
• The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

11. Right to Attend

The right to attend general meetings of the Association shall be limited to members in good standing, the auditor, if any, and any other persons that the officers of the Association may so authorize.

12. Requisition for General Meeting

• In this section,
  • "requisition" shall mean an authoritative request, and
  • "requisitionists" means the voting members who request that a general meeting of the society be held.
• The requisition may consist of several documents in similar form each signed by one or more requisitionists and must
  • state the purpose of the general meeting,
  • be signed by the requisitionists, and
  • be delivered or sent by registered mail to the address of the Association.
• If, within 21 days after the date of the delivery of the requisition, or within such other time period as may be stipulated in the Society Act, the directors do not convene a general meeting, the requisitionists, or a majority of them, may themselves convene a general meeting to be held within 4 months after the date of the delivery of the requisition.
• A general meeting convened by the requisitionists must be convened in the same manner, as nearly as possible, as general meetings are convened by the directors.

Annual General Meetings

13. The first Annual General Meeting of the Association must be held not more than fifteen months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

14. The agenda of the Annual General Meeting shall include but not be limited to the following:

• the adoption of such rules of order as the membership sees fit to adopt, such rules of order henceforth to apply at all general meetings until and unless the members decide otherwise,
• the treasurer's report and consideration of the financial statements,
• the report of the directors,
• the report of the auditor, if any,
• consideration and transaction of any business arising from such reports
• election of a new board of directors, and
• election of an auditor if the Association has resolved to have an auditor.

15. Public Meetings

• The directors may convene public meetings to which both members of the Association and members of the general public who are not members may be invited.
• Such meetings may or may not be held in conjunction with social and recreational events sponsored by the Association.
• Public meetings shall be distinct from general meetings in that
  • public meetings shall be convened only for purposes of publicity to further the aims of the Association, imparting or gathering information relevant to the Association, discussion of issues concerning the Association, or presentations to the public, and
  • the agenda, procedure, and general conduct of public meetings shall be determined entirely by the directors irrespective of provisions in these bylaws in regard to general meetings, and
  • no resolution passed, or vote taken, at a public meeting shall be in any way binding upon the affairs of the Association.

Part 4 - Proceedings at General Meetings

16. Quorum

• Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.
• If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
• A quorum is 10 members present or a greater number that the members may determine at an Annual General Meeting.
• If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

17. Chairperson

The president of the Association, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting, unless:

• there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting

18. Adjournments

• A general meeting may be adjourned from time to time and from place to place but new business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place has been dealt with.
• When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
• When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

19. Voting Procedures

• Questions arising at any general meeting of the Association shall be decided by a majority of votes except in the case of a special resolution which can only be passed by a majority of not less than 75% of all votes cast in respect to that resolution.
• A resolution proposed at a general meeting may be, but need not be, seconded.
• The chair of a meeting may move or propose a resolution and is entitled to one vote in respect to that resolution.
• In the case of an equality of votes, a second vote shall be conducted and in the event of a second equality of votes, the resolution shall not pass.
• Voting shall be by show of hands except
  • when the members, by resolution, decide otherwise, or
  • in the case of electing directors of the Association, in which case voting must be by secret ballot.

20. Right to Vote

• Only members in good standing in accordance with the bylaws shall be entitled to vote and each such member shall have one vote.
• A corporate member may vote by its authorized representative who is entitled to speak and vote and in all other respects exercise the rights of a member and that representative must be considered as a member for all purposes with respect to a meeting of the Association.

21. Proxy Voting

Voting by proxy is permitted under the following conditions:

• A member may appoint a proxy to vote for him at a general meeting
  • by delivering, in person or by mail, a signed notice of such appointment to a director, or
  • by delivering a signed notice of such appointment to the registered address of the Association at least 48 hours before said meeting.
• Only a member in good standing may act as a proxy for another member who is entitled to vote.
• A permanent proxy shall not be allowed and an appointment of proxy shall be valid only for the meeting specified in the appointment notice and any adjournment of same.

Part 5 - Directors

Board of Directors

• The board of directors are the officers of the Association who are elected by the members at the Annual General Meeting.
• The board of directors must manage, or supervise the management of, the affairs of the Association.
• The president, vice president, secretary, treasurer and one or more other persons are the directors of the Association.
• The number of directors must be 5 or a greater number determined from time to time at a general meeting.

22. Qualification of Directors

A director must be a member in good standing of the Association at the time of his election and for the duration of his term in office.

23. Powers of Directors

• The directors shall have full control and management of the affairs of the Association and may exercise all the powers of the Association subject, nevertheless, to
  • the Society Act and all other laws affecting the Association,
  • the constitution and these bylaws, and
  • rules, not being inconsistent with these bylaws, that are made from time to time by the Association at a properly called and constituted general meeting.
• A rule made by the Association in a general meeting does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

24. Election of Directors

• The directors must retire from office at each Annual General Meeting when their successors are elected.
• Separate elections must be held for each position on the board of directors.
• Election of directors shall not proceed if less than 20% of the voting members are present, in person, at the meeting.
• Any member in good standing of the Association may be nominated for election to the board of directors or may nominate himself for such election.
• No person who is not a member in good standing may be nominated for election to the board of directors.
• A member nominated for election to the board of directors, or any other member who so desires, shall be entitled to make a reasonably brief statement in regard to said nomination before voting proceeds.
• An election may be by acclamation; otherwise it must be by secret ballot.
• Elections shall be decided by a simple majority of the votes cast and if no candidate receives a majority of the votes cast a second ballot must be conducted between the two leading candidates.
• If the members so decide, by resolution at a general meeting, nomination of candidates for election to the board of directors may be conducted at a general meeting preceding the Annual General Meeting, and in such case no further nominations shall be accepted at the Annual General Meeting, provided that
  • every member in good standing must be notified of such decision at least fourteen days in advance of the meeting at which nominations are to be accepted, and
  • at least ten days before the Annual General Meeting an election announcement identifying the nominees must be given in person to or mailed to the registered address of every member in good standing.
• If a successor is not elected, the person previously elected or appointed continues to hold office.

25. Removal of Directors

The members may, by special resolution, remove a director before the expiration of his or her term of office and may elect a successor to complete the term of office.

26. Replacement of Directors

• The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
• A director so appointed holds office only until the conclusion of the next Annual General Meeting of the Association but is eligible for re-election at the meeting.
• If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
• An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

27. Remuneration of Directors

• A director must not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the Association.
• A director who is a bona fide employee of the Association (whether full or part time or on a contract basis) may be remunerated in respect to services performed by him as an employee provided that
  • a director of the Association who is, directly or indirectly, interested in a proposed contract or transaction with the Association must disclose fully and promptly the nature and extent of the interest to the board of directors, and
  • the director must abstain from voting on the approval of the proposed contract or transaction, and
  • the proposed contract or transaction must be approved by the board of directors, and
  • the contract or transaction must be reasonable and fair to the Association at the time it is entered into.

Part 6 - Proceedings of Directors

28. Meetings of Directors

• The directors may meet at the places they think fit to conduct business and may regulate their meetings and proceedings as they see fit.
• The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
• The president shall chair all meetings of the directors unless the directors decide otherwise.
• A director may at any time, and the secretary, on the request of a director, must convene a meeting of the directors.

29. Voting of Directors

• Questions arising at a meeting of directors and committee of directors that cannot be decided by consensus shall be decided by a majority of votes.
• In the case of a tie vote, the chair does not have a second vote and each director shall have one vote, and one vote only, on any resolution.
• A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move, propose, or vote on a resolution.
• A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

30. Absence of Directors

• A director who may be absent temporarily from British Columbia may send or deliver to the address of the Association a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
  • a notice of meeting of directors is not required to be sent to that director, and
  • any and all meetings of the directors of the Association, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.

31. Appointment of Subcommittees

• The directors may delegate any, but not all, of their powers to committees consisting of a director or directors as they think fit, or may delegate to committees of other persons as they see fit.
• A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
• Subject to approval of the directors, the members of such a committee may meet at the places they think fit to conduct business and may regulate their meetings and proceedings as they see fit.

32. Employees and Agents

• The board of directors may appoint such agents and engage such employees as it shall deem necessary, irrespective of whether they are members, and such persons shall have such authority and shall perform such duties as shall be prescribed by the directors at the time of appointment.
• Subject to the provisions of any written employment agreement, the board of directors may remove at its pleasure any such agent or employee.

33. Appointment and Remuneration of Officers

• The board of directors may appoint such other officers as it shall deem necessary or desirable to further the aims of the Association, and any officers so appointed shall have such authority and shall perform such duties as shall be prescribed by the directors at the time of appointment.
• An officer must be, at the time of his appointment and for the duration of his term in office, a member in good standing of the Association.
• Subject to the provisions of any written employment agreement, the board of directors may remove at its pleasure any such officer
• An officer appointed by the board of directors may be reasonably remunerated for his or her services to the Association provided that
  • an officer of the Association who is, directly or indirectly, interested in a proposed contract or transaction with the Association must disclose fully and promptly the nature and extent of the interest to the board of directors, and
  • the proposed contract or transaction must be approved by the directors, and
  • the officer must abstain from voting on the approval of the proposed contract or transaction, and
  • the contract or transaction must be reasonable and fair to the Association at the time it is entered into.

Part 7 - Duties of Officers

34. Officers

• The officers of the Association are the elected directors and any members appointed as officers by the directors.
• Every officer of the Association must:
  • act honestly and in good faith and in the best interests of the Association, and
  • exercise the care, diligence and skill of a reasonably prudent person in exercising the powers and performing the functions of an officer of the Association.

35. Executive Committee

• Without limiting the powers and duties of the directors as described elsewhere in these bylaws, the management of the affairs of the Association shall be carried out by an executive committee consisting of all the officers of the Association.
• Meetings of the executive committee must be held not less than three times per year and shall be subject to the same general rules and voting procedures that apply to meetings of the directors as described elsewhere in these bylaws.
• A member of the executive committee shall be entitled to one vote, and one vote only, on any resolution at a meeting of the executive committee.

36. The President

• The president presides at all meetings of the Association and of the directors and the executive committee unless the directors decide otherwise.
• The president is the chief executive officer of the Association and must supervise the other officers in the execution of their duties.
• The president shall see that all orders and resolutions of the board are carried into effect and that the normal business of the Association is handled in a timely manner.
• The president and the vice president shall be the principal spokespersons for the Association at all public forums unless the directors decide otherwise.
• The president shall be by virtue of office a nonvoting member of all committees.
• The president, in cooperation with the directors, shall prepare and submit to the members at the annual general meeting a statement and report of the preceding year for its approval.
• The past president, on request by the directors, shall act in an advisory capacity to the board of directors of the Association for one year after leaving office.

37. The Vice President

• The vice president must carry out the duties of the president, and shall exercise the powers of the president, during the president's absence or disability.
• The vice president shall share in the duties of the president in a manner that both officers see fit and shall perform such duties as shall from time to time be imposed upon him or her by the directors.
• Should both the president and vice president be absent or disabled, the performance of their powers and duties shall be delegated to a chairman appointed by the board.

38. The Secretary

The secretary must

• conduct the correspondence of the Association;
• issue notices of meetings of the Association, the directors, and the executive committee;
• keep minutes of all meetings of the Association, the directors, and the executive committee;
• have custody of all records and documents of the Association except those required to be kept by the treasurer;
• have custody of the common seal of the Association;
• maintain the register of members.

39. The Treasurer

The treasurer must:

• keep the financial records, including books of account, necessary to comply with the Society Act, and receive all monies paid to the Association and be responsible for the deposit of same into whatever bank the board may order.
• render financial statements to the directors, members and others when required.
• prepare for submission to the Annual General Meeting a statement of the financial position of the Association.
• in cooperation with the directors, work to ensure the continued solvency of the Association.

40. Delivery of Association Property

If an officer ceases to hold office for any reason all documents, money, or property of any kind in his possession or under his control which belong to the Association must be promptly delivered to the directors.

Part 8 - Seal

41. The directors may provide a common seal for the Association and may destroy a seal and substitute a new seal in its place.

42. The common seal must be affixed only when authorized by a resolution of the directors.

Part 9 - Auditor

43. This Part applies only if the Association is required or has resolved to have an auditor.

44. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.

45. At each annual general meeting the members must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.

46. An auditor may be removed by majority vote of the members at a general meeting.

47. An auditor must be promptly informed in writing of the auditor's appointment or removal.

48. A director or employee of the Association must not be its auditor.

49. The auditor may attend general meetings.

Part 10 - Borrowing

50. In order to carry out the purposes of the Association the directors may, on behalf of and in the name of the Association, raise or borrow money in the manner they decide and in particular by the issue of debentures but this power shall be exercised only under the authority of the Association.

51. A debenture must not be issued without the authorization of a special resolution.

52. The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 11 - Bylaws

53. The Association shall provide to a member, on request, a copy of the constitution and bylaws of the Association without charge or at a minimal charge as may be determined by the directors in accordance with the Society Act.

54. These bylaws must not be altered or added to except by special resolution.