BYLAWS OF THE ALBERTA MUSIC FESTIVAL ASSOCIATION A: INTRODUCTION BYLAW 1: NAME 1. The name of the organization is The Alberta Music Festival Association, referred to in these Bylaws as the Association. BYLAW 2: PURPOSE 1. The purpose of the Association is to promote the appreciation of and participation in music and speech arts by the citizens of Alberta. To this end, among any other activities it determines appropriate, the Association plans and presents an annual Provincial Festival of music and speech arts, and establishes for its Member Festivals the standards to be met by participants in the Provincial Festival. The Association also acts as a liaison with government agencies as well as provincial and national associations. BYLAW 3: MEMBERSHIP 1. The Association is composed of local music festivals in Alberta who have applied for and have been accepted as Association members. These festivals are referred to in these Bylaws as Member Festivals. B: THE BOARD BYLAW 4: GOVERNING BODY 1. The Board is the governing body of the Association. BYLAW 5: ORGANIZATION 1. The Board is composed of a. Members of the Executive Committee, b. Two representatives of each Member Festival having fewer than 750 entries in its festival immediately preceding the Annual Meeting of the Board, c. Three representatives of each Member Festival having at least 750 entries in its festival immediately preceding the Annual Meeting of the Board. BYLAW 6: MEETINGS 1. The Board shall hold at least 2 meetings each year, one in the spring (referred to in these Bylaws as the Spring Meeting) and one in the fall. The fall meeting shall be the Annual Meeting. 2. The Executive Committee shall determine the dates of the Spring Meeting and Annual Meeting. 3. The Provincial Administrator shall give the contact person of each Member Festival, and each member of the Executive Committee, at least 14 days written notice of the date of each Spring Meeting and Annual Meeting. 4. Documents to be considered at the Spring Meeting or the Annual Meeting shall accompany the notice of meeting. These documents shall be dated and identified as to their source, and shall include minutes of the previous Board meeting if not already sent, the meeting agenda, a financial statement for the year to date, proposed Syllabus changes, and resolutions and recommendations from the Executive Committee. Notice of the Annual Meeting shall also be accompanied by the proposed annual budget, and an unreviewed financial statement if a reviewed financial statement is unavailable. 5. Delegates to the Annual Meeting of the Federation of Canadian Music Festivals, other than the President and Provincial Administrator who are delegates ex officio, shall be elected at the Spring Meeting from the current Board membership. The Executive Committee may authorize, in accordance with policy of the Federation of Canadian Music Festivals, any Association delegate who will be in attendance at the Annual Meeting of the Federation to exercise the vote, by proxy, of another Association delegate who will not be in attendance.
Page 2 of 8 6. The required 14-day notice of the Spring Meeting or the Annual Meeting, and/or the documentation which is to accompany that notice, may in exceptional circumstances be waived for a specific Board meeting by resolution approved by at least 75% of the members present and voting at that meeting. 7. The quorum at the Spring Meeting and the Annual Meeting is voting representation from 50% of the Members Festivals plus 1 Member Festival. 8. A Special Meeting shall be held at the call of the President or upon the written request of at least 5 Member Festivals. 9. The Provincial Administrator shall give the contact person of each Member Festival, and each member of the Executive Committee, at least 7 days written notice of a Special Meeting, such notice to include the purpose of the meeting as well as any available documentation pertinent to the meeting. In extraordinary circumstances which preclude the possibility of written notice, the Provincial Administrator may advise by telephone the contact person for each Member Festival of the date, time, location, and purpose of the meeting, in which case the relevant documentation shall be provided at the meeting. 10. The quorum at a Special Meeting is voting representation from 50% of the Member Festivals plus 1 Member Festival. BYLAW 7: ELECTIONS AND VOTING 1. At its Annual Meeting in odd-numbered years the Board shall elect the following members of the Executive Committee, each for a 2-year term: a. President b. Vice President c. Treasurer d. Three Directors 2. The chair of the Nominating Committee shall, whenever there is a vacancy in an elective position on the Executive Committee, submit on behalf of the Nominating Committee at least 1 nomination for that position. The chair of the meeting shall call for further nominations from the floor. All nominees must be current members of the Board. If the position is not filled by acclamation, voting shall be by secret ballot. 3. If the vacancy in the elective position is filled at a meeting other than the Annual Meeting in an odd-numbered year, the election shall be for the balance of the unexpired term. 4. Those eligible to vote at any given meeting of the Board are members of the Executive Committee and current representatives of Member Festivals as described in Bylaw 5.1.b. and c. 5. A majority of 50% plus 1 of the votes cast is required for election, other than by acclamation, to the Executive Committee. If no candidate receives the prescribed majority, the following procedure must be followed: a. If there are only 2 candidates, additional ballots shall be held until 1 candidate is elected. b. If there are more than 2 candidates, a run-off election shall be held between the 2 candidates having the largest number of votes. If the run-off vote is tied, additional ballots shall be held until 1 candidate is elected. 6. Except where otherwise specified in these Bylaws, a majority of 50% plus 1 of the votes cast is required for approval of a resolution. A resolution that produces a tied vote shall be considered defeated. BYLAW 8: PROVINCIAL FESTIVAL 1. No later than the Spring Meeting, the Executive Committee shall advise the Board of the dates and location of the Provincial Festival for the following year.
Page 3 of 8 C: THE EXECUTIVE COMMITTEE AND MEMBER RESPONSIBILITIES BYLAW 9: EXECUTIVE COMMITTEE 1. The Executive Committee shall consist of the following officers: a. President b. Vice President c. Treasurer d. Three Directors e. Immediate Past President f. Provincial Administrator g. Syllabus Coordinator h. Fundraising and Public Relations Coordinator 2. The Executive Committee shall appoint the Provincial Administrator and the Syllabus Coordinator, each for a term not to exceed 5 years. Each appointment shall be subject to review by the elected members, including the Immediate Past President, of the Executive Committee during the term and, if deemed necessary, the appointment terminated for just cause. If either position becomes vacant during the term, the Executive Committee may appoint a replacement for a term not to exceed 5 years. If possible, the terms of the 2 positions should not be coterminous. 3. The Executive Committee may appoint an Assistant Provincial Administrator who shall be responsible to the Provincial Administrator and perform such duties as may be assigned by the Provincial Administrator. 4. The Executive Committee may appoint an Assistant Syllabus Coordinator who shall be responsible to the Syllabus Coordinator and perform such duties as may be assigned by the Syllabus Coordinator. 5. The Executive Committee may appoint a Fundraising and Public Relations Coordinator for a term not to exceed 5 years. The appointment shall be subject to review by the elected members, including the Immediate Past President, of the Executive Committee during the term and, if deemed necessary, the appointment terminated for just cause. If the position becomes vacant during the term, the Executive Committee may appoint a replacement for a term not to exceed 5 years. 6. The Executive Committee shall appoint 1 Director to the position of Awards Coordinator for a term not to exceed the balance of the term for which that Director was elected. 7. Each elected member of the Executive Committee may serve a maximum of 2 consecutive terms in the same elective position. The Treasurer is not subject to this limitation. 8. A member of the Executive Committee may be removed from office by a resolution approved by 75% of the votes cast at any meeting of the Board. The following procedure must be followed: a. The member must be given written notice of the Board s intention to consider a motion to remove, such notice to include the resolution and all other relevant documentation. b. Each Member Festival must be advised in writing at least 14 days before the meeting at which the resolution is to be considered, such notice to include the resolution and all other relevant documentation. 9. In the event of a vacancy in an elective Executive Committee position, that Committee may appoint a replacement to hold office until the meeting at which the Board elects a replacement. 10. The Executive Committee shall meet at the call of the President, but at least once before the Spring Meeting of the Board, and at least once before the Annual Meeting of the Board. It shall meet at the request of at least 4 members of the Executive Committee. Committee members shall be given reasonable notice of each meeting, such notice to include an agenda and any documentation relevant to the meeting. 11. The Executive Committee shall be responsible for carrying out the day-to-day business of the Association in accordance with these Bylaws and policies established by the Board. It shall also make recommendations to the Board on any matters it considers important for the Board to consider.
Page 4 of 8 12. In exceptional circumstances the Executive Committee may act on behalf of the Board when there is insufficient time for the Board to meet. The motion authorizing such action must be presented to the next meeting of the Board. Defeat of the motion shall not affect the legitimacy of any action already taken. 13. The Executive Committee or the President may invite any person to attend a meeting of the Executive Committee, such person to have the privilege of voice. 14. The Executive Committee shall recommend to the Board the amounts of annual honoraria to be paid to the Provincial Administrator, Syllabus Coordinator, Treasurer, and Fundraising and Public Relations Coordinator. No other officer shall receive an honorarium. 15. Upon written request given to the President by a representative of a Member Festival, the Executive Committee shall make the books and records of the Association available for inspection by that representative. Such inspection may take place at the Annual Meeting of the Board, or at any other time and place satisfactory to the representative and the Executive Committee member(s) having charge of the records. 16. The quorum at an Executive Committee meeting is 50% plus 1 of the Executive Committee membership. BYLAW 10: EXECUTIVE COMMITTEE MEMBER RESPONSIBILITIES 1. President The President shall preside over all meetings of the Executive Committee and the Board, and ensure that the policies established by those bodies are implemented. He or she is an ex officio member of all committees other than the Nominating Committee. The President shall deliver Executive Committee and Board meeting minutes to the Provincial Administrator for distribution as specified in Addendum AA@ 1. The President is an Association delegate to the Annual Meeting of the Federation of Canadian Music Festivals. He or she shall perform such duties as may be assigned by the Executive Committee or the Board. The President is one of the signing officers of the Association. 2. Provincial Administrator The Provincial Administrator is responsible for the efficient operation of the Provincial Festival, and shall perform the duties listed in Addendum AA@ as well as tasks that may be assigned by the Executive Committee. The Provincial Administrator is the custodian of the minutes of Executive Committee and Board meetings. He or she is also the custodian of the Bylaws, ensuring that they are kept up-to-date, all amendments recorded, and revised copies distributed to Member Festivals. The Provincial Administrator is an Association delegate to the Annual Meeting of the Federation of Canadian Music Festivals, and is the Provincial Designate for Alberta competitors at the National Festival. 3. Immediate Past President The Immediate Past President shall chair the Nominating Committee, and perform such duties as may be assigned by the Executive Committee. The Immediate Past President is one of the signing officers of the Association. 4. Vice President The Vice President shall assist the President, performing any duties assigned by him or her; shall perform such duties as may be assigned by the Executive Committee; and in the absence of the President shall assume the responsibilities of the President. The Vice President is one of the signing officers of the Association. 5. Treasurer The Treasurer shall exercise general supervision of the financial affairs of the Association. He or she shall maintain a permanent record of the Association=s receipts and expenditures, assets and liabilities, and shall present a reviewed financial statement to the Annual Meeting of the Board. If a reviewed financial statement is unavailable at that time, the Treasurer shall present an unreviewed financial statement to the Annual Meeting, and a reviewed financial statement to the Executive Committee at that Committee=s first meeting following the availability of the reviewed statement. The Treasurer shall present a proposed annual budget to the Executive Committee for its consideration and recommendation to the Annual Meeting of the Board. He or she shall perform such duties as may be assigned by the Executive Committee. The Treasurer is one of the signing
Page 5 of 8 officers of the Association. 6. Syllabus Coordinator The Syllabus Coordinator is responsible for the preparation of the Provincial Syllabus, and for its printing and distribution to Member Festivals no later than the date of the Annual Meeting of the Board. He or she shall chair the Syllabus Committee, and perform such duties as may be assigned by the Executive Committee. 7. Awards Coordinator The Awards Coordinator is responsible for ordering the plaques for all Provincial Festival classes, and for delivering them to the site of the Provincial Festival. Except for plaques sponsored by Member Festivals, the Awards Coordinator shall convey in writing to the donor of each scholarship and plaque the appreciation of the Association for that donation and invite the donor to continue the donation the following year. In the event that a donor ceases to sponsor a scholarship or plaque, the Awards Coordinator shall seek a replacement donor. The Awards Coordinator shall also advise the winner of each scholarship and plaque, including plaques provided by Member Festivals, of the name and address of the donor together with strong encouragement that the winner send written appreciation to the donor. The Awards Coordinator shall perform such duties as may be assigned by the Executive Committee. 8. Recording Secretary The Executive Committee shall appoint one of its members to record the minutes of Executive Committee and Board meetings. The Recording Secretary shall deliver the minutes to the President. 9. Fundraising and Public Relations Coordinator The Fundraising and Public Relations Coordinator is responsible primarily for raising funds for the Association, as well as assisting in the enhancement of the Association=s public image and promotion of other community relationships. He or she shall perform such duties as may be assigned by the Executive Committee. 10. Directors The Directors shall perform such duties as may be assigned by the Executive Committee. D: COMMITTEES BYLAW 11: AUTHORITY TO ESTABLISH COMMITTEES 1. The Executive Committee or the Board may establish a Standing or Special Committee to deal with any matter it considers advisable in order to accomplish its aims, objects, and purposes. The terms of reference of any Committee shall be recorded in the minutes of the Executive Committee or the Board, as the case may be. Committee members may be drawn from the Board or from beyond. BYLAW 12: NOMINATING COMMITTEE 1. A Nominating Committee, chaired by the Immediate Past President, shall be struck at the Spring Meeting of the Board in each odd-numbered year. Additional Committee members may be appointed by the Board or, if the Board agrees, by the Committee Chair. BYLAW 13: SYLLABUS COMMITTEE 1. The Executive Committee shall establish a Syllabus Committee consisting of the Syllabus Coordinator who shall chair the Committee, and at least 4 additional Board members. This standing Committee shall solicit proposed Syllabus changes, together with rationale, from members of the Executive Committee and Member Festivals, and present its recommendations to the Executive Committee. The Syllabus Committee shall then present to each Spring Meeting of the Board a written report containing the recommendations of the Executive Committee with rationale. Recommendations approved by the Board shall be incorporated into the Provincial Syllabus for the following year. 2. The Syllabus Committee may establish sub-committees as it deems advisable, to which it may add members from the Board or beyond. BYLAW 14: RULE INTERPRETATION/APPEAL COMMITTEE 1. The Rule Interpretation/Appeal Committee shall be composed of the Provincial Administrator who shall chair the Committee, and 4 other Board members including the President and Syllabus Coordinator if possible. The main
Page 6 of 8 function of this Special Committee is to deal with any protest that may arise in relation to the Provincial Festival. It shall also perform such duties as may be assigned by the Executive Committee or the Board. E: MEMBER FESTIVALS BYLAW 15: ELIGIBILITY FOR MEMBERSHIP 1. Any organization operating a music festival in Alberta may be accepted as a Member Festival by resolution of the Board, provided each of the following conditions is met: a. The Board receives, at an Annual Meeting, an application for membership accompanied by a copy of the resolution requesting membership, which resolution shall have been passed by a majority of the members of the organization operating the music festival. The application must have been submitted to the Provincial Administrator at least 30 days before the Annual Meeting. b. The organization operating the music festival agrees to use the Association=s Provincial Syllabus and to abide by the rules therein. c. The organization operating the music festival provides assurance acceptable to the Board that the organization is competent to organize and operate a music festival within the Association. d. The organization operating the music festival agrees that, as a Member Festival, it will pay the annual fees and other levies established by the Board. e. The organization operating the music festival agrees that, as a Member Festival, it will be represented by at least 1 delegate at every Board meeting. 2. The Provincial Administrator shall send to each new Member Festival, upon acceptance by the Board of its application for membership, a copy of the Association=s Bylaws. BYLAW 16: ANNUAL FEES AND OTHER LEVIES 1. The amount of the annual fee assessed each Member Festival is the fee-per-entry multiplied by the number of entries the Member Festival had in the current year; it is due on December 31. The fee-per-entry payable in a given year shall be determined by the Board at its Annual Meeting the preceding year. The Board may from time to time impose an additional levy upon each Member Festival. BYLAW 17: WITHDRAWAL AND EXPULSION 1. A Member Festival may withdraw from the Association upon submission to the Annual Meeting of the Board a resolution passed by a majority of the membership of that Member Festival. 2. A Member Festival that does not maintain its adherence to the conditions of membership as stated in these Bylaws, notably Bylaw 15.1.b.-e., may be expelled from the Association by a resolution approved by 75% of the votes cast at any meeting of the Board. The following procedure must be followed: a. The Executive Committee must demonstrate that the Member Festival has not maintained its adherence to the conditions of membership. b. The Executive Committee must advise the Member Festival of the precise way(s) in which it has violated the requirements of membership. c. The Executive Committee must give the Member Festival adequate written notice that it may face expulsion if it does not adhere to the requirements of membership. d. The Executive Committee must give every Member Festival at least 28 days written notice of the Board=s intention to consider a motion to expel a Member Festival, such notice to include all documentation relevant to the motion. 3. A Member Festival whose membership has been discontinued may reapply for membership in accordance with the provisions of Bylaw 15.1.
Page 7 of 8 F: FINANCE AND OTHER MANAGEMENT MATTERS BYLAW 18: FISCAL YEAR 1. The fiscal year of the Association is August 1 through July 31. BYLAW 19: SIGNING OFFICERS 1. The signing officers in all financial matters are the Treasurer and 1 of the President, Vice President, Immediate Past President. BYLAW 20: SEAL 1. The Provincial Administrator is the custodian of the Association=s seal. BYLAW 21: REVIEW OF THE FINANCIAL RECORDS 1. At each Annual Meeting the Board shall appoint an person to review the financial records of the Association. BYLAW 22: BORROWING POWERS 1. For the purpose of carrying out the objects of the Association, the Executive Committee may borrow money to a maximum of $8,000.00. BYLAW 23: DISTRIBUTION OF ASSETS 1. In the event that the Association is dissolved, all funds and other assets remaining after payment of all debts shall be distributed by resolution of the Board. In no event shall a member of the Board receive any funds or other assets of the Association. G: BYLAW INTERPRETATION, REVIEW, AND AMENDMENT BYLAW 24: INTERPRETATION 1. In the event of disagreement as to the meaning of these Bylaws, or disagreement about a matter not provided for in these Bylaws, the Executive Committee shall appoint a Special Committee to bring information and recommendations to the next meeting of the Board for discussion and decision. BYLAW 25: REVIEW 1. These Bylaws shall be reviewed every 3 years by a Special Committee established by the Executive Committee. BYLAW 26: AMENDMENT 1. These Bylaws may be amended by a special resolution approved by at least 75% of the Board members present and voting at any meeting of the Board. Members of the Executive Committee and all Member Festivals must receive at least 28 days written notice of the proposed amendment, such notice to include the proposed amendment and its rationale. AS ENACTED AT THE... OF..., IN THE PROVINCE OF ALBERTA, THE... DAY OF..., A.D. 2004, AND AS AMENDED FROM TIME TO TIME THEREAFTER. President Provincial Administrator
ADDENDUM A Page 8 of 8 The duties of the Provincial Administrator include, but are not limited to, the following: 1. To distribute Executive Committee and Board minutes to each member of the Executive Committee, and Board minutes to the contact person of each Member Festival. 2. To maintain all Provincial Festival records, including the regular updating of the Awards Book. 3. To perform all tasks necessary for the efficient operation of the Provincial Festival, including a. handling inquiries about the Provincial Festival--including interpretation of the Rules Governing Local Festivals and Rules Governing the Provincial Festival--from Member Festivals, teachers, competitors, parents, prospective adjudicators, b. hiring adjudicators, c. preparing Provincial Festival competition schedules, d. securing a Volunteer Coordinator who is responsible for ensuring that all doorkeepers, adjudicator secretaries, and marshals are recruited, e. receiving all entry forms for the Provincial Festival and ensuring the eligibility of each competitor, f. scheduling the performance time(s) for each competitor, g. advising each competitor and/or the competitor=s Member Festival of the date, time, and venue of the competitor=s performance(s), h. preparing the Program, adjudication sheets, and certificates, for the Provincial Festival, i. arranging for the taping technician as necessary for the Provincial Festival, j. arranging for the physical arrangements for each Provincial Festival venue. 4. To complete all necessary documentation for the competitors who will compete, by tape or in person, at the National Music Festival. 5. To arrange for the Association=s Aofficial@ accompanist for the National Music Festival. 6. To secure the names of the adjudicators hired by Member Festivals, and to compile a list of these adjudicators for distribution to Member Festivals in the fall of the same year.