BY-LAWS OF THE MUSIC INDUSTRY OF NEWFOUNDLAND AND
1. In these by-laws unless there is
something in the subject or context inconsistent therewith:
Society means THE MUSIC INDUSTRY
ASSOCIATION OF NEWFOUNDLAND AND LABRADOR
Registrar means the Registrar of
Companies appointed under the Corporations Act, RSN 1990
Resolution means a resolution passed by not
less than three-fourths of such members entitled to vote as are
present in person or by proxy, where proxies are allowed, at a
general meeting of which notice specifying the intention to propose
the resolution as a Special Resolution has been duly
2. The subscribers to the Articles of
Association and such other persons as shall be admitted to
membership in accordance to these by-laws, and none other, shall be
members of the Society, and their names shall be entered in the
Register of Members accordingly.
3. For the purposes of registration, the
number of members of the Society is unlimited
4. Every member of the Society shall be
entitled to attend any meeting of the Society and to vote at any
meeting of the Society and to hold any office. Proxy voting shall
be permitted for the election of Directors by those registered
members who are unable to attend the Annual General Meeting.
5. A proxy form will be prepared and
approved by the Directors and forwarded to all membership three
weeks before the Annual General Meeting. The form is to be then
completed by the member and forwarded to a member who is attending
the Annual General Meeting, who will then have the authority to
vote on behalf of the non-attending member. A member attending the
Annual General Meeting can hold proxy-voting authority for up to
five non-attending members.
6. Membership in the Society shall not
7. The following shall be admitted to
membership in the Society: any person who upholds the objects of
the Society and contributes to the support of the Society an amount
to be determined by the Directors of the Society. The Directors may
from time to time at their discretion, create separate classes of
membership with differentiated membership fees.
8. No formal admission to membership
shall be required and the entry of the Register of Members by the
Secretary of the name and address of any organization or individual
shall constitute an admission of membership to the Society.?
9. Membership in the Society shall cease
upon the death of a member, or by notice of resignation, in
writing, to the Society from the member, or through the cessation
to qualify for membership in accordance with these By-Laws.
10. The Directors may, from time to time
and in their discretion elect honourary and/or advisory patrons,
honourary members and/or life Directors, all of whom shall serve in
an advisory capacity only.
11. Honourary members shall have their
names listed in the Register as provided for in these by-laws, but
no honourary member shall be required to pay annual dues.
12. Life-membership in the Society may
be extended to any person on payment of such life-subscription as
may be determined and approved by the Directors.
13. The Directors shall have the power,
in their discretion, to extend limited membership privileges, on
such terms as the Directors shall determine, to school and
university students and other individuals under the age of 18
14. The fiscal year of the Society
shall be the period from September 1st in
any year to August 31st in the next year
15. (a) The ordinary or Annual General
Meeting of the Society shall be held within three months three
after the end of each fiscal year of the Society.
(b) A Special Meeting of the Society may
be called by the President or by the Directors at any time, and
shall be called by Directors if requisitioned in writing by at
least twenty-five per centum (25%) in number of the members of the
16. Ten weeks notice of the Annual
General Meeting, specifying the place, day and hour of the meeting
and, in the case of special business, the nature of such business,
shall be given to the members. Notice shall be sent to each member
at his/her last known electronic or physical address. Any notices
shall be deemed to have been given at the time when the notice
containing the same would be delivered in the ordinary course of
mail and in proving such service it shall be sufficient to prove
that the notice was properly addressed and sent to the member. The
non-receipt of any notice by any member shall not invalidate the
proceedings at any general meeting.
17. At each Annual General Meeting of
the Society, the following items of business shall be dealt with
and shall be deemed to be ordinary business:
Minutes of preceding general
Consideration of the annual report from
the Executive Director and President;
Consideration of the financial
statements, including balance sheets and operating statement and
the report of the auditors therein;
Election of Directors for the ensuing
Appointment of Auditors.
All other business transacted at any
Annual General Meeting shall be deemed to be special business and
all business shall be deemed special that is transacted at an
extraordinary general meeting of the Society.
18. No business shall be transacted at
any meeting of the Society unless a quorum of members is present at
the commencement of such business and such quorum shall consist of
19. If within one-half hour from the
time appointed for the meeting, a quorum of members is not present,
the meeting, if convened upon the requisition of the members, shall
be dissolved. In any other case, it shall stand adjourned to such
time and place as a majority of the members then present shall
direct and if at such adjourned meeting a quorum of members is not
present, it shall be adjourned until another time.
20. (a) The President of the Society, or
person designated by the directors shall preside as the chairperson
at every general meeting of the Society;
(b) If there is no President or if at
any meeting s/he is not present at the time of holding the same and
there has been no designation by the Directors, the First
Vice-President shall preside as chairperson.
(c) If there is no President or First
Vice President or if at any meeting neither the President nor First
Vice-President is present at the holding of the same, the members
present shall choose someone of their number to be chairperson.
21. The President shall have no vote
except in the cast of an equality of votes. In the case of an
equality of votes, s/he shall have a casting vote.
22. The chairperson may, with the
consent of the meeting, adjourn any meeting from time to time and
from place to place, but no business shall be transacted at any
adjourned meeting, other than the business left unfinished at the
meeting from which the adjournment took place, unless notice of
such new business is given to the members pursuant to By-Law No.
23. At any meeting, unless a poll is
demanded by at least three members, a declaration by the
chairperson that a resolution has been carried and an entry to that
effect in the book of proceedings of the Society shall be
sufficient evidence of the fact, without proof of the number or
proportion of the members recorded in favor of or against such
24. If a poll is deemed in manner
aforesaid, the same shall be such manner as the chairperson may
prescribe and the result of such poll shall be deemed to be the
resolution of the Society in general meeting.
VOTES OF MEMBERS
25. Every member shall have one vote and
no more except that honourary members shall not have voting
26. Unless otherwise determined by
general meeting, the number of Directors shall not be less than
five or more than eleven, not including honourary or life
Directors. The subscribers to the Articles of Association of the
Society shall be the first Directors of the Society.
27. There may, when possible, be
representation from each of the following regions (Regional
Directors): the Avalon
Newfoundland - which covers the geographical
area between and including Clarenville, Grand Falls-Winsor and
Burin Peninsula, Western Newfoundland
- which covers the geographical area west of
Grand Falls-Winsor on the island portion of the province and
Labrador. The remaining Directors
(Supernumerary Directors) may be selected from any of the
aforementioned regions. Should there be insufficient candidates to
fill the required Director's positions from any given region, these
positions may be filled from any region, or allowed to remain
vacant upon a vote of the majority of the members at an Annual
28. Any member of the society shall be
eligible to be elected as Director of the Society.
29. The members at each ordinary or
Annual General Meeting of the Society shall elect directors.
30. At each Annual General Meeting the
members shall elect Directors. Prior to the Annual General Meeting,
the President shall name, subject to the approval of the executive
committee, a nominating committee which shall send by mail a slate
of Directors to the membership, at least three weeks prior to the
annual meeting. Nomination from the nominee.
31. If a member wishes to nominate an
individual to appear on the slate of Directors as outlined in
By-Law No 30, that member shall forward to the Directors a
nomination form which includes an acceptance of the nomination by
the potential nominee as evidenced by his or her signature, as well
as the signatures of 5 members of the Society endorsing the
nomination. This nomination form may be delivered to the Directors
by sending it through the mail to the registered office of the
Society, by sending it via fax or e-mail (with original document
then forwarded by mail to the registered office) or by delivering
or having it delivered by hand to the registered office of the
Society six weeks before the Annual General Meeting. There shall be
no additional nominations for Directors accepted from the
32. The election of "Regional Directors"
shall be determined by majority vote of members voting by proxy or
in person. There will be a first ballot to determine the election
and any tie will be decided by a second ballot and subsequent
ballots (if necessary) of members voting in person in attendance at
the Annual General Meeting, or at any special meeting called for
the purpose of electing Directors.
33. The election of "Supernumerary
Directors" shall be determined by a majority of members voting by
proxy or in person at the Annual General Meeting or at any special
meeting called for purpose of electing Directors. The election will
be held only after the Regional Directors have been determined.
Candidates will be elected from the remaining slate of individual
standing for election as Regional Directors. The vote will be
conducted by ballot and any tie will be determined by running off
the remaining candidates in second and subsequent ballots.
34. The term of office of a Director
shall be for one or two years, to be determined by the Annual
General Meeting when the Director is elected.
35. At the first ordinary or annual
general meeting of the Society and at every succeeding ordinary or
annual general meeting, all the directors shall retire from office
but shall hold office until the dissolution of the meeting at which
their successors are elected and retiring directors shall be
eligible for re-election.
36. There shall be no limitation on the
number of successive terms which may be held by a Director.
37. In the event that a Director resigns
his or her office or ceases to be a member in the Society,
whereupon his or her office as Director shall ipso facto be
vacated, the vacancy thereby created may be filled for the
unexpired portion of the term by the Board of Directors from among
the members of the Society from the same region represented by the
Director, or from the membership at large provided the regional
quorum set out in By-Lab No. 27 is satisfied.
38. The Society may, by Special
Resolution, remove any director before the expiration of the period
of office and appoint another person in his or her stead. The
person so appointed shall hold office during such time only as the
Director in whose place s/he is appointed would have held office if
s/he had not been removed.
39. Any Director who is absent, without
just cause, from three or more consecutive Director's meetings of
the Society, where notice of such meetings has been duly given may
be required to resign his or her seat on the Board at the request
of a majority of Directors and the vacancy thereby created may be
filled for the un-expired portion of the term by the Board of
Directors from among the members of the Society pursuant to By-Law
40. Meetings of the Board of Directors
shall be held as often as the business of the Society may require.
A meeting of Directors may be held at the close of every ordinary
or Annual General Meeting of the Society without notice. Notice of
all other meetings, specifying the time and place thereof, shall be
given either orally or in writing to each Director within a
reasonable time before the meeting is to take place, but
non-receipt of such notice by any Director shall not invalidate the
proceedings at any meeting of the Board of Directors.
41. No business shall be transacted at
any meeting of the Board of Directors unless at least one-third in
number of the Directors are present at the commencement of such
business. A Director may attend a meeting in person or by
42. The President, or in his or her
absence, the First Vice-President or, in the absence of both of
them, any Director appointed from among those Directors present
shall preside as chairperson at meeting of the Board.
43. The President shall have no vote at
a meeting of the Board of Directors unless there is an equality of
votes, at which time he or shell will have a casting vote to break
POWERS OF DIRECTORS
44. The management of the activities of
the Society shall be vested in the Directors who, in addition to
the powers and authorities by these by-laws or otherwise expressly
conferred upon them, may exercise all such powers and do all such
acts and things as may be exercised or done by the Society and are
not hereby or by Statute expressly directed or required to be
exercised or done by the Society in general meeting. The Directors
shall appoint an Executive Committee to manage the day to day
affairs of the Society. The Executive Committee shall have the
power to make decisions to implement the policy set by the Board of
Directors and to carry out such other functions as the Board of
Directors may delegate by Resolution from time to time. Without
restricting the generality of the foregoing, whenever it is
necessary that a decision be made or that action be taken prior to
a meeting of the Board of Directors, the Executive Committee shall
have the power to make such decisions or to take such action as it
deems necessary for the benefit of the Society, and the Executive
Committee shall report to the next meeting of the Board of
Directors on the decision made or the action taken, and seek
ratification by Resolution of the Board of Directors, if
45. The Executive Committee shall
consist of the President, the First Vice-President, Second
Vice-President, Treasurer and the Secretary and such members at
large as may be deemed advisable by the Directors. The quorum for a
meeting of the Executive Committee shall be three members and all
decisions shall be made by a majority vote of those members
present. In the event of a tie, the motion shall be defeated.
46. The Directors may, in their
discretion and pursuant to the aims and objectives of the Society,
establish and appoint committees to promote the efficient working
and operation of the Society.
47. The Directors may, in their
discretion and pursuant to the aims and objectives of the Society,
hire an Executive Director of the Society for remuneration to be
determined by the Directors and such Executive Director shall be
entitled to exercise any power under these by-laws conferred upon
the Directors, subject to any restrictions placed on these powers
by the Directors in their discretion.
48. The Directors shall have general
control of the financial affairs of the Society and shall, in their
discretion, seek such gifts, grants, endowments, subscriptions and
donations, which may be required to achieve the purpose of the
Society. A resolution placed before the Board of Directors must
occur before such action can commence.
49. The Directors of the Society may
from time to time, in their discretion:
(a) Raise or borrow money for any
purpose or purposes of the society. A resolution placed before the
Board of Directors must occur before such action can commence;
(b) Secure the repayment of money so
raised or borrowed in such manner and upon such terms and
conditions in all respects as they think fit and, in particular, by
the execution and delivery of mortgages of the Society's real or
personal properties; provided, however, that the power to execute
mortgages of the Society's real or personal properties shall not be
exercised by the Directors except with the prior approval of a
Special resolution of the members of a general or special meeting
call for, inter alia (among other things), that purpose;
(c) Assign or endorse bills, notes,
acceptances, cheques, contracts and other dividends of, or
securities for, money borrowed or to be borrowed for the purposes
of the Society.
50. The Directors shall regulate the
banking practices of the Society and shall determine, at their
discretion, the signing authority of such persons as they may
designate to sign any documents or any instruments for an on behalf
of the Society.
51. The officers shall be elected by the
Directors of the Society and shall consist of the following:
President, First Vice-President, Second Vice President; Secretary,
52. The Directors shall elect one of
their number to be President of the Society. The President shall
have general supervision of the activities of the Society and shall
perform such duties as may be assigned to him or her by the members
from time to time.
53. The Directors may also elect from
their number a First Vice-President and Second Vice-President and
such individual shall, at the request of the Directors and subject
to its directions, perform the duties of the President during
absence, illness or incapacity of the President.
54. (a) There shall be a Secretary of
the Society who shall keep the minutes of the meetings of members
and Directors and shall perform such other duties as may be
assigned to him or her by the members. The Directors shall appoint
the Secretary and shall also appoint a Treasurer of the Society to
carry out such duties as the members may assign. If the members
think fit, the same person may hold both offices of Secretary and
(b) The Directors may appoint a
temporary substitute for the Secretary who shall, for the purpose
of these by-laws, be deemed to be the Secretary.
55. The officers as described herein
shall be elected at the first meeting of the Directors to be held
immediately following any Annual General Meeting of the Society and
the officers shall hold office immediately following the Directors'
meeting at which they are elected until the end of the annual
meeting in the following year at which new officers are
AUDIT OF ACCOUNTS
56. The auditor of the Society shall be
appointed annually by the member of the Society at the ordinary or
Annual General Meeting and, on failure of the members to appoint an
auditor, the Directors may do so.
57. The Society shall make a written
report to the members as to the financial position of the Society
and the report shall contain a balance sheet and operating account.
The auditors shall make a written report to the members upon the
balance sheet and operating account, and in every such report, s/he
shall state whether, in his or her opinion, the balance sheet is a
full and fair balance sheet containing the particular required by
the Society and properly drawn up so as to exhibit a true and
correct view of the Society's affairs, and such report shall be
read at the annual meeting. A copy of the balance sheet, showing
the general particulars of its liabilities and assets and a
statement of its income and expenditure in the preceding year,
audited by the auditor, shall be filed with the Registrar within 14
days after the annual meeting in each year, as required by law.
58. Pursuant to section 262 of the
Corporations Act, R.S.N., 1990, the members may decide not to
appoint an auditor for that fiscal year by an ordinary resolution.
However, in the event that an audit is waived by the membership, an
accountant shall prepare an unaudited statement and copies of it
shall be made available to members at the next annual general
59. The Society has power to repeal or
amend any of these by-laws by a Special Resolution placed before
the membership, voted upon and passed at an Annual General
60. The Society shall file with the
Registrar with its Annual Statement a list of its Directors with
their addresses, occupations and dates of appointment or election,
and within 14 days of a change of Directors, notify the Registrar
of the change.
61. The Society shall file with the
Registrar a copy in duplicate of every Special Resolution within 14
days after the resolution is passed.
62. The seal of the Society shall be in
the custody of the Secretary and may be affixed to any document
upon resolution of the Board of Directors.
63. Preparation of minutes, custody of
the books and records, and custody of the minutes of all the
meetings of the Society and of the Board of Directors shall be the
responsibility of the Secretary.
64. Any member may inspect the books and
records of the Society at any reasonable time within two days prior
to the Annual General Meeting at the registered office of the
65. Contracts, deeds, bills of exchange
and other instruments and documents may be executed on behalf of
the Society by the President or the First Vice President and the
Secretary, or otherwise as prescribed by resolution of the Board of
66. The borrowing powers of the Society
may be exercised by Special Resolution of the members.
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