DRAFT Bylaws -January 2012

CENTRAL MUSIC FESTIVAL SOCIETY

ARTICLE I NAME
1.1 The name of the organization shall be the Central Music Festival Society (hereinafter referred to as “CMFS”)
ARTICLE II MISSION, GOALS
The CMFS is the non-profit organization that owns the Central Music Festival.
2.1 Mission To present a family-oriented, annual weekend of outdoor entertainment and activities that provide opportunities for musicians, artists, and craftspeople to display their talents and foster a wider appreciation of musical genres and the cultures they represent.
2.2 Goals
2.2.1 To provide for the recreation of the CMFS members and community and to promote the opportunity for friendly and social activities
2.2.2 To acquire lands, by purchase or otherwise, erect or otherwise provide a building or buildings for social and community purposes
2.2.3 To provide a meeting place for the consideration and discussion of questions affecting the interests of CMFS members and the community
2.2.4 To procure the delivery, to encourage the practice of, and to give and arrange musical and dramatic entertainments
2.2.5 To provide all necessary equipment and furniture for carrying on its various objects
2.2.6 To sell, manage, lease, mortgage, dispose of, or otherwise deal with the property of the society
2.2.7 To produce a successful annual outdoor music festival in Central Alberta that is open to all genres of music
2.2.8 To encourage the development of regional cultural volunteer initiatives and environmental responsibility
2.2.9 To develop and nurture educational opportunities for musicians through mentoring activities that addresses both the art and business of music
ARTICLE III MEMBERSHIP
3.1 Dues. Membership fee, if any, in the society shall be determined, on an annual basis, by the members at a general meeting and would be valid for a term of one year. Any person residing in Alberta, and being of the full age of 16 years, may become a member by a favourable vote passed by a majority of the members at a regular meeting of the society, and upon payment of the fee. Such voting shall be by ballot, unless the meeting by resolution

otherwise decides.
3.2 Removal/Withdrawal. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the society until reinstated. Any member upon a majority vote of all members of the society in good standing may be expelled from membership for any cause which the society may deem reasonable.
3.3 Voting. Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any general meeting of the society. Such votes must be made in person and not by proxy or otherwise.
3.4 Meetings. This society shall hold an annual general meeting on or before January 31 in each year, of which notice in writing to the last known email address of each member shall be delivered by email 15 days prior to the date of the meeting. At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and up to five directors. The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the society.
3.5 Quorum Fifty-one percent (51%) of members entitled to vote who are present in person at any general meeting of members shall constitute a quorum for the transaction of business at any meeting of members.
ARTICLE IV BOARD OF DIRECTORS
4.1 Number, Qualifications
4.1.1 The business and affairs of CMFS shall be managed under the direction of the Board of Directors (sometimes referred to as the “Board” and individual members thereof referred to as “Director” or “Directors”) The Board shall consist of the individuals then serving as the President, the Vice-President, the Secretary, the Treasurer (or Secretary-Treasurer) and up to five Directors. The number of Directors shall be determined from time to time by a majority of the Directors at a meeting of the Board for that purpose and sanctioned by an affirmative vote of a least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of the members.
4.1.2 To be eligible for election as a Direction, an individual must: (a) be a member in good standing of CMFS, (b) be over the age of 18 years old, (c) be a resident of Alberta
4.2 Election and Term. All Directors shall commence their terms of office on February 1 unless appointed to fill a vacancy as provided for herein. All Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his or her duties. Nothing herein contained shall be construed to preclude any Director from serving the CMFS as an officer or in any other capacity and receiving compensation therefore.
4.2.1 The Directors shall serve a term of one year and shall be elected by the members.
4.2.2 A person appointed or elected a Director becomes a Director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a Director if they were not present at the meeting but consented in writing to act as Director before the appointment or election, or within ten days after the appointment or election, or if they acted as a Director pursuant to the appointment or election.
4.3 Vacancies The office of a Director shall be automatically vacated if (a) if the Director resigned his or her office by delivering a written resignation to the secretary of the CMFS, (b) fails to attend 3 consecutive meetings of the Board without reasonable excuse, (c) he or she dies, (d) at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the votes cast in favour of the removal of the Director.
4.4 Meetings/Notice/Quorum Regular meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting may be called on the instructions of any two members provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days notice in writing emailed to each member or by three days notice by email, fax or telephone. Any three members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.
4.5 Voting Each Director shall be entitled to one vote on any matter submitted to a vote of the Board of Directors. The acts approved by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors unless a great proportion of affirmative votes is required by applicable law or by these Bylaws.
4.6 Conflict of Interest Any Director having a possible conflict of interest on a matter shall not vote on such matter. Such Director may, however, be counted in determining a quorum for the meeting at which time the matter is voted upon and may state a position on such matter and provide information that may be of value to the Board in its deliberations.
ARTICLE V OFFICERS
5.1 President
5.1.1 The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
5.1.2 In addition to any other authority or duties conferred by direction of the Board, the President shall exercise general and active supervision over:
5.1.2.1 the selection, employment, supervision and discharge of all employees, subject to ratification of same by the Board;
5.1.2.2 if deemed advisable the formation of a special ad hoc committee,
from year to year, comprised of the President and two other officers of the CMFS, for the establishment of salaries and any other administrative matters affecting the establishment and maintenance of the head office of CMFS and the personnel employed therein;
5.1.2.3 the preparation and submission of such reports and statements as the Board may from time to time direct be prepared and submitted to the Board, to any Director of CMFS, or to any meeting of the members of CMFS
5.2.2.4 the preparation of the annual budget for CMFS, showing expected revenues and expenditures; and,
5.2.2.5 the safe-keeping and good stated of repair of all physical properties of CMFS
5.2 Vice President The Vice President shall perform such duties as may be assigned by the Board of Directors or the President. In the event of a vacancy in the office of President because of death, resignation or removal, or during the President’s absence or disability, incapacity or refusal to act, the Vice President shall perform the duties of the President.
5.3 Secretary
5.3.1 It shall be the duty of the secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board. The Secretary shall have charge and custody of the seal and records of the Board.
5.3.2 The Secretary or board appointed designate shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the society. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.
5.4 Treasurer
5.4.1 The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed.
5.4.2 The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society.
5.5 Delegation The Board shall have power from time to time to appoint agents or attorneys for the CMFS as may be thought fit.
5.6 Signing Authorities Any document committing the CMFS to an obligation, whether contractual, debt or otherwise shall require the signatures of the Treasurer and at least one other Director. Notwithstanding the above, the Board may, by resolution, designate persons who shall have signing authority for CMFS.

ARTICLE VI COMMITTEES
6.1 Committees in General The Board may appoint committees for the purpose meeting the goals and objectives of CMFS.
ARTICLE VII AUDITING
7.1 The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose by the Board. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the society. The fiscal year of the society in each year shall be January 01 to December 31.
7.2 The books and records of the society may be inspected by any member of the society at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.
ARTICLE VIII BORROWING POWERS
8.1 For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority and approval of the CMFS board.
ARTICLE IX BYLAWS
9.1 The Bylaws may be rescinded, altered or added to by a "Special Resolution" by a two-thirds (2/3) majority vote of the members of CMFS present and entitled to vote at any general meeting of the members convened for that purpose, provided that notice of any proposed amendment or a summary thereof shall have been given to each Director or member not less than thirty (30) days prior to the date of the meeting.