Constitution / Mission Statement
Evolutionary Music Co-op
The Mission: To gather, create, develop, produce, publish, and promote innovative, original and mindful music for the mutual benefit of the artists, the co-operative and society
1. Name of the Corporation is Evolutionary Music Co-operative (EVMC)
2. The head office of the corporation shall be in the Municipality of Metropolitan Toronto, in the Province of Ontario. The directors may decide where the head office is located within the Municipality of Metropolitan Toronto.
The purpose of the co-op is:
1. To connect and support like-minded artists and professionals to increase revenue from music and income for artists
2. To provide a hub for people with complementary skills and talents to share collective resources and help create a new kind of music industry
3. To bridge between generations and cultures to maximize innovation and the potential of the local music community
4. EVMC operates as a non-profit corporation and any profits to the Corporation shall be used for promoting and achieving its purposes.
5. In the event of winding up to dissolution of EVMC, any funds and assets of EVMC remaining after the satisfaction of its debts and liabilities, shall be given to or transferred to a similar organization concerned with poverty issues or organizations promoting the same purpose of EVMC, as may be determined by the members of EVMC at the time of winding up to dissolution.
6. Paragraphs 4 and 5 of this Constitution are unalterable.
Part 1 – MEMBERSHIP
Eligibility for Membership
1. Members are any person who is at least 18 years old, who resides in the Municipality of Metropolitan Toronto whose membership has not been revoked during the past year and who is:
a) an individual who has completed a membership application which has been approved by the Board of Directors.
b) an individual who has paid all the dues levied, or
c) once an individual becomes a regular member of EVMC, all privileges conferred are contingent on continued membership.
d) An organization committed to the goals of the co-op and has completed /is bound by the above conditions of eligibility
2. An individual or entity who is eligible may apply for membership by completing a membership application and paying any applicable dues. The application includes membership roles and responsibilities that members are required to respect.
3. Annual membership dues shall be determined by the Directors and approved at the Annual General Meeting of EVMC.
4. All applications for membership shall be considered at the next regular meeting of the Board of Directors, and all accepted members shall be advised of their acceptance as members and entered in the Registry of Members.
5. All approved members are in good standing except a member who has failed to comply with the membership by-laws and policies of EVMC. (S)He is not in good standing as long as such non-compliance is not remedied.
6. All persons/entities wishing to be members of EVMC must have a regular member named as a sponsor on their membership application. Guidelines for sponsors will be developed as part of a Membership Policy document.
7. The Board of Directors will adopt a Membership Dues Policy, with amendments from time to time, and the Policy and any amendments shall become effective only upon adoption by a majority of members at the Annual General Meeting.
Part 2 – RIGHTS OF MEMBERSHIP
8. A member has the right to:
(a) Continue to be a member in good standing, provided that eligibility for membership is maintained in accordance with these by-laws.
(b) Receive formal notice of all meetings for which notice is required, be entitled to information about all scheduled meetings of members, task groups or the Board of Directors in accordance with a Communications Policy to be adopted by the Board of Directors.
(c) Attend as an observer at any task group meeting and as a participant in any task group or members meeting, provided that particular rights have not been suspended or revoked or otherwise limited in accordance with these by-laws.
(d) Any other benefits of membership as determined from time to time by the Board of Directors.
(e) To participate in the democratic management of the Co-op by voting on any issues submitted to members, proposing member initiatives, standing for election to serve on the Board of Directors and committees and as otherwise described by these by-laws.
(f) Receive a copy of the by-laws.
Part 3 – LIABILITY OF MEMBERS
9. No member by virtue of membership is liable or responsible for any act, debts or obligations of EVMC, nor for any claims, injuries, losses, transitions or others acts or things of or relating to EVMC.
10. No member shall be relieved of liability to EVMC for any dues, fees or debts owed to the Corporation because of resignation, expulsion or suspension of membership. However, no dues or fees shall be levied against a suspended member during the period of suspension.
Part 4 – CESSATION OF MEMBERSHIP
11. The Board of Directors shall develop a Suspension/Expulsion Policy which will set forth criteria for the consideration of a motion for suspension or expulsion which, to become effective, must be passed by a majority vote at a general meeting of members.
12. A member may be expelled or suspended by a special resolution of the members passed at a general meeting.
13. The notice of special resolution for suspension or expulsion will be accompanied by a brief statement of the reason for the proposed suspension or expulsion.
14. The person/entity who is the subject of the special resolution shall be given an opportunity to be heard at the general meeting before the resolution is put to a vote.
15. Membership shall cease upon:
a) death of the member; or
b) dissolution of incorporation or association
c) expulsion of the member; or
d) failure to maintain eligibility for membership; or
e) by delivering written notice of resignation to the Secretary of EVMC, or by mailing or delivering it to the address of EVMC.
Part 5 – MEETING OF MEMBERS
16. An Annual General Meeting of members shall be held once in each calendar year, not more than 15 months after the previous annual general meeting.
17. A General Meeting of members called a Strategic Planning Meeting may be held once in each calendar year, not more than two months after the Annual General Meeting at which time a EVMC strategic plan will be approved.
18. A special general meeting of members may be called by the Co-chair persons, by a majority of the directors or by 20% of the regular members for:
(a) any purpose of EVMC that requires a special vote of the membership; or for
(b) a petition that states the general business to be considered at the meeting and that is signed by 20% or more of the members. Upon receiving such petition, the Board shall call a general meeting as soon as possible.
19. Every member of EVMC shall be given at least 15 days written notice in accordance with this by-law, of the date, time and place of the Annual General Meeting, or/and other General Meeting of members, sent to the last address/email recorded on the Members Register, together with a copy of the proposed agenda and documents to be considered.
20. The accidental omission to give notice of a meeting or the non-receipt of a notice to the members entitled to receive notice does not invalidate proceedings at the meeting.
21. A quorum of 20% of the current membership is needed for a General Meeting or Annual General Meeting.
22. 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, shall be terminated. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time, 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.
23. A resolution proposed at a meeting need not be seconded and the Chairperson of a meeting may move or propose a resolution.
24. One of the Co-chairpersons of EVMC, or in their absence one of the Directors present, or an approved delegate, shall preside as Chairperson of the meeting.
25 If the Chairperson is not present within 15 minutes from the scheduled start of the general meeting, the members shall select a Chairperson from amongst themselves to conduct the meeting.
26. Consensus decision making will be utilized wherever possible. Voting is by show of hands unless otherwise decided by members. A member in good standing at a general meeting of members is entitled to vote.
27. Voting by proxy is not permitted.
Part 6 – DIRECTORS AND OFFICERS
28. The Directors may be paid reasonable expenses incurred in the performance of their duties, depending on funds available.
29. The Directors may exercise all such powers and do all such acts and things as EVMC may require, and which do not contravene these by-laws or legal statutes including:
(a) all laws affecting EVMC
(b) rules, not being inconsistent with these by-laws which are made from time to time by EVMC, in general meeting.
30. No rule, made by EVMC in general meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.
31. a) The Co-chairs, Secretary and treasurer, past Chair (optional), and one or more other persons, shall be Directors of EVMC.
b) The number of Directors shall be five (5) or such greater number but not more than twelve (12), plus the (optional) position of past Chairperson.
c) The number of Directors shall be determined from time to time at the Annual General Meeting.
32. a) At least one half of the Directors of EVMC shall be elected or re-elected at each Annual General Meeting
b) Directors of EVMC shall be elected for a two-year term. Nominees for the Board of Directors shall meet with the nominating committee or designate for an orientation to EVMC before standing for election.
c) The Executive Officers of EVMC shall retire from office at each Annual General Meeting and the elected Directors shall choose the new Officers at the first Board meeting.
d) An election may be by motion or acclamation at the first Board meeting.
e) If no successor is elected the person previously elected or appointed continues to hold office.
33. a) If a Director resigns his/her office or otherwise ceases to hold office, the remaining Directors shall appoint a regular member to take the place of the former Director.
b) A Director so appointed holds office only until the conclusion of the next following Annual General meeting of EVMC, but is eligible for re-election at the meeting.
c) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of Directors in office.
34. The members may by special resolution remove a Director before the expiration of their term of office, and may elect a successor to complete the term or office, provided that any Director so elected shall be otherwise qualified under these by-laws.
35. A quorum at any meeting of the Board of Directors shall consist of a simple majority of directors.
Part 7 – ELIGIBILITY OF DIRECTORS AND OFFICERS
36. Any member in good standing who is at least 18 years of age may become a Director, provided that person was a member before the commencement of the period required for notice of election of a director.
37. Any Director who ceases to be a member ceases to be a Director.
38. Any member under suspension shall cease to be a director until determination of membership at a General Meeting of members.
39. Any Director may stand for nomination and election to be an Officer.
40. Any Officer who ceases to be a Director, ceases to be an Officer.
41. No person may hold more than one office. If there is no one willing/able to hold an office, the duties of that office can be undertaken by committee.
Part 8 – RESIGNATION OF DIRECTORS OR OFFICERS.
42. Written resignation of an officer or director shall be presented to the next meeting of the Board of Directors for acceptance by a simple majority vote.
Part 9 – MEETING OF BOARD OF DIRECTORS
43. A regular meeting of the Board of Directors shall be held at a scheduled time each month as determined by the Directors.
44. Special in camera meetings may be held by the Directors in order to determine any question which might place them at risk for personal liability under the Ontario Co-op Act, as well as to discuss or determine any issue which requires that information be revealed that is confidential.
45. The Directors may meet together at such places as they think fit to complete business, adjourned and otherwise, and regulate their meeting as they see fit.
46. The quorum for Directors meeting shall be a majority of Directors and Officers.
47. One of the Co-chairpersons shall be the Chairperson of all the meeting of the Directors.
48. A majority of Directors may at any time convene a meeting of Directors.
49. The Board of Directors may appoint committees or task groups from time to time.
50. No members other than those authorized by the Board of Directors shall speak on behalf of EVMC or hold themselves out as being authorized to speak on behalf of EVMC.
51. Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes whenever consensus is not reached.
52. A resolution proposed in writing signed by all the Directors and placed in the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
Part 10 – DUTIES OF THE CHAIRPERSONS
53. The chairpersons shall oversee the general management and administration of EVMC and its business.
54. The Chairperson shall call the meetings of the Board of Directors.
55. A Chairperson and the Secretary shall sign all by-laws and membership certificates.
56. The Directors may give other duties and powers to the Chairpersons from time to time.
57. A Chairperson at the time of completing their term may sit for an additional term as a Board member with full voting privileges.
Part 11- SECRETARY
58. The Secretary shall:
a) Sign the correspondence of the Board of Directors of EVMC
b) Have custody of all minutes, records and documents of EVMC except those kept by the Treasurer.
59. The Secretary shall ensure the completion of:
a) minutes of meetings of the members and directors.
b) all corporate correspondence
c) an up to date register of members
d) notices of meetings to members and directors.
The Directors may decide to give other duties and powers to the Secretary from time to time.
Part 12 – TREASURER
60. The Treasurer oversees or delegates the following:
a) keep a full and accurate account of all receipts and disbursements of EVMC.
b) deposit all Moneys or valuables belonging to EVMC in the bank or banks of EVMC
c) pay out money as directed by the Board
d) give a full accounting of EVMC’s financial state at the Annual Meetings
e) oversee the accounts of subsidiary projects of the corporation.
Part 13 – AUTHORITY TO CONTRACT AND BORROW
61. Either of the Co-chairs together with either the Secretary or Treasurer have the power to sign approved contracts and disbursements on behalf of EVMC.
62. In order to carry out the purposes of EVMC, the Directors may on behalf of and in the name of the Corporation, raise or secure the payment or repayment of money in such manner as they decide.
63. The members may, by special resolution, restrict the borrowing powers of Directors but a restriction so imposed expires at the next annual General Meeting.
Part 14 – AUDITOR
64. This part applies only where EVMC is required or has resolved to have an auditor.
65. The auditor shall be appointed by the Directors if a vacancy occurs in the office between Annual General meetings.
66. At each Annual General meeting EVMC shall appoint an auditor to hold office until s/he is re-elected or his/her successor is elected at the next Annual General meeting.
67. An auditor may be removed by ordinary resolution.
68. An auditor shall be informed forthwith in writing of appointment or removal.
69. No Director and no employee of EVMC shall be auditor.
70. The auditor may attend General meetings.
Part 15- BUSINESS AT THE GENERAL MEETING OF THE MEMBERS
71. Notice of Members meetings shall be accompanied by a proposed agenda and any documents proposed for consideration.
72. At every General or Annual General Meeting, prior to any other business, the following must be dealt with:
- Approval of minutes of the previous meeting.
- The Directors Report
- The Treasures Financial Report
- The Auditors Report
- The election of new Directors
- The election of Officers
- Appointment of Auditor (if required)
- Fixing of remuneration (?)
Part – 16 LEGAL REQUIREMENTS
73. EVMC must keep at its head office:
- Minutes of all Board meetings
- Copy of letters patent and any supplementary letters patent
- All by-laws and special resolutions
- The registry of directors and members
- Proper books of accounts and financing
- A confidentiality agreement between the corporation and individual directors, volunteers and staff
Part 17 – PROPER BOOKS OF ACCOUNTS
74. EVMC must keep proper books of accounts including records of:
- All money received or spent by EVMC, including when, purpose and how much was spent or received.
- All sales and purchases of EVMC
- All assets and liabilities of EVMC
- All other transactions affecting the financial position of EVMC
- Copies of all warranties, owner’s manuals, and/or insurance or maintenance agreements.
Part 18- HIRING PRACTICES AND STAFF RELATIONS
75. All job vacancies found to be open in the Corporation and/or its sponsored groups shall be posted internally first to afford employment opportunities to members of EVMC.
76. Management/staff shall submit a written or verbal report of activities, monthly to the Board of Directors.
77. Management/staff of EVMC will be supervised by EVMC Officers in committee.
Part – 19 SETTLEMENT OF DISPUTES
78. In any dispute between the Co-op and any of its members or former members which relates to normal membership transactions and which cannot be resolved through informal negotiations, it shall be the policy of the Co-op to prefer to use mediation whereby an impartial mediator or mediators may facilitate negotiation between the parties and assist them in developing a mutually agreeable settlement.
79. Members are encouraged to cooperate in this process. In the event that mediation is not mutually agreeable or is unsuccessful in resolving such a dispute, both the Co-op and its members are required to submit the dispute to binding arbitration in a mutually agreeable manner.
Part 20 - SEVERABILITY
80. In the event that any provision of these laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.
Part 21 - AMENDMENT OF BY LAWS
81. These by laws may be amended by members at a meeting called in part for that purpose. They may also be amended by a three-fourths vote of the Board of Directors provided that the proposed amendment is placed on the agenda of the meeting prior to the meeting at which the vote is taken. Amendments by the Board shall be presented for ratification at the next scheduled General meeting of the members, and shall take effect, if at all, on the date so ratified.
Part 22 - INDEMNIFICATION RIGHTS
82. Subject to limitations in this Article, the Co-op shall indemnify its current and former directors and officers against all losses and expenses, including reasonable attorneys’ fees, to which they may become subject by reason of their positions with the Co-op or their service in its behalf. Such indemnification shall apply whenever such person is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative. The Co-op shall advance the cost incurred in defending a suit or proceeding. Payment of expenses incurred in defending a suit or proceeding in advance of its final disposition may be made only upon receipt by the Co-op of a contractual undertaking by such person to repay such amounts unless the person shall be determined to be entitled to indemnification under this Article.
Part 22 – LIMITATIONS TO INDEMNIFICATION
83. No indemnification shall be provided in connection with any action by or in the right of the Co-op. No indemnification shall be provided unless the person is determined to have acted in good faith or in the reasonable belief that his or her action was in the best interests of the Co-op, or, in regard to criminal actions, that such person had no reasonable cause to believe that his or her action was unlawful. If such determination is not made in a legal proceeding related to the claim, it may be made by a quorum of disinterested directors or by independent legal counsel elected by such quorum. If not made or able to be made by either, the determination shall be made by independent legal counsel at a membership meeting. Indemnification payments shall be made only in such amounts and at such times as will not jeopardize the solvency of the Co-op.