Bylaws

BYLAWS OF THE ALBERTA MEDIA PRODUCTION INDUSTRIES ASSOCIATION

February 7, 2011

Definition: The Association defines MEDIA PRODUCTION as including moving picture screen-based productions in all video, film and digital formats.

ARTICLE I – MEMBERSHIP

1.1 Membership shall be available to companies and individuals in thefollowing three categories:

(a) Independent Producers;

(b) General Members, which can include:

  • Theatrical Exhibitors;
  • Cable Operators/Common Carriers;
  • Government such as Public Agency, Non-Profit Foundations;
  • Broadcasters;
  • Talent such as Performers, writers, directors;
  • Craftspeople;
  • Service being any area against which GST can be claimedon a production budget: post-productions, stock, equipment, casting;
  • Support being non-GST areas such as lawyers, hotels,accountants;
  • Arts/Experimental/Co-Operative Organizations (Individualsassociated with these organizations come under separatecategories);
  • Training Institutions;
  • Guilds, Associations, Unions;
  • Distributors, and
  • Digital aggregators and portals.

(c) Student Members

1.2 Student members shall not be entitled to vote and consist of persons currently enrolled in any educational institution. Proof of enrollment must be supplied with each application and renewal.

1.3 There shall be only one representative per company. Each Member shall be entitled to one vote and shall vote for all Board positions.

1.4 No membership shall be transferable, but any member may resign their membership by notice in writing to the office of the Association, such resignation to take effect on receipt thereof.

1.5 No membership fees will be reimbursed to a resigning member.

1.6 Applications for membership shall be made in writing, on a form prescribed by the Board of Directors of the Association and shall include payment for the category of membership applied for.

1.7 To qualify as an Independent Producer Member an applicant shall have been a resident of Alberta for at least one year and shall have completed a moving image screen-based production on a commercial basis which has been disseminated via a commercial outlet or portal (which can include public and private broadcast, distribution, internet or direct to consumer undertakings).

1.8 All new applications for membership shall be approved or rejected by the Board of Directors at each Board meeting.

1.9 The Board of Directors, upon receiving a petition signed by a minimum of fifty (50%) of the Members, may by majority vote cancel the membership of any member who fails, refuses, or neglects to govern its conduct or the conduct of its representatives with due regard to the objectives of the Association or commits any act which reflects unfavourably on the Association.

1.10 Notwithstanding any provision to the contrary contained herein,only Members in good standing shall be allowed to vote at meetings.

1 .11 The register of members of the Association shall be kept in theAssociation’s principal place of business.

ARTICLE 11- FISCAL YEAR END AND FEES

2.1 The fiscal year of the Association shall commence on the first day of July.

2.2 Each Member of the Association shall pay such annual fee for membership in the Association as the Board of Directors shall determine from time to time, and such annual fee is due and payable thirty days from the commencement of the fiscal year.

2.3 Should the funds of the Association at any time be insufficient for the purposes of the Association, the Board of Directors may,subject to the ratification by majority vote of the membership, levy aspecial assessment upon the members of the Association in order to cover the amount of the deficiency.

ARTICLE III – BOARD OF DIRECTORS

3.1 The day to day operations of the Association shall be guided by a Board of Directors consisting of thirteen members.

3.2 The Board of Directors shall consist of the specified number ofrepresentatives from the following categories:

(a) Independent Producer members- 9 seats;

(b) General Members – 4 seats.

3.3 In order to meet quorum there must be (a) a majority of the sitting Board Members in attendance at a Board meeting and (b) amajority of the Board Members in attendance at that meeting must be Independent Producer Members.

3.4 The Board of Directors shall have the power to appoint committees and to establish such area councils as may become desirable. Such committees and area councils shall have the authority to regulate their own proceedings, and to transact such business asmay be delegated to them by the Board of Directors. Such committees shall report the proceedings of their meetings to the Board of Directors but shall not have authority to bind the Board of Directors or the Association.

3.5 The Board of Directors shall meet a minimum of four times a year including where possible immediately following the Annual General Meeting.

3.6 The members of the Board of Directors shall be elected at annual general meetings and shall hold office for a term of (2) two years.

3.7 Only one representative of a Member shall be eligible for election to the Board of Directors in anyone term.

3.8 Any member of the Board of Directors or officer who misses three consecutive meetings shall, at the discretion of the Board, cease membership on the Board of Directors or Executive Committee and that vacancy shall be filled by the Board of Directors to hold office for the remainder of the removed Director’s or officer’s term.

3.9 The Board of Directors shall have the power to authorize the expenditure of the Association’s funds in the ordinary course of business for the purpose of carrying out the objectives of the Association. The Board of Directors shall not have the power toincur any extraordinary expense without approval at a general meeting of a majority of the Members present.

ARTICLE IV – ELECTION OF DIRECTORS

4.1 The Board of Directors shall appoint a three-person Nominating Committee from the membership which may be comprised all or partially of Board members and shall include the President. TheNominating Committee shall confer in advance of the Annual General Meeting and shall prepare a slate of potential Board Members. Any nominee nominated for election to the Board of Directors must be a member in good standing and must remain a member in good standing for the term of their office or shall forfeit their membership on the Board of Directors.

4.2 The proposed slate of Board Members shall be sent to the membership at least four weeks in advance of the Annual General Meeting, with notice that additional nominations to the Board of Directors endorsed by the signatures of three Members may be submitted to the Association’s office fourteen days prior to the Annual General Meeting.

4.3 No member may be nominated in absentia without written acceptance of the nomination.

4.4 The nominees for Board Members shall be presented for the election to the membership at the Annual General Meeting.

4.5 At each Annual General Meeting all nominees shall be elected for a term of two (2) years.

ARTICLE V – EXECUTIVE COMMITTEE

5.1 The Executive Committee shall be comprised of seven individuals five of which shall be Independent Producers. The members of the Executive Committee shall hold office for the following terms, or until their successors are elected:

(a) President 2 year term

(b) Vice-President – South 2 year term

(c) Vice-President – North 2 year term

(d) Secretary 1 year term

(e) Treasurer 1 year term

(f) Member at Large 1 year term

(g) Member at Large 1 year term

The Secretary and Treasurer need not be members of the Board of Directors. The President, Vice President South, Vice President North shall be members of the Board of Directors and shall be Independent Producers. The members at large shall be membersof the Board of Directors and may be Independent Producers. The Executive Committee shall meet as required at the call of thePresident.

5.2 PRESIDENT РThe President shall preside at all meetings of the Association and of the Board of Directors, shall call all meetings of the Association and of the Board of Directors, and shall perform such other duties as may be incident to his/her office of President. The President may not sit for more than one consecutive two (2)year term. Where a person held the position of President and more than one year has transpired since that person ceased to hold the office as President, that person shall be eligible for appointment as President.

5.3 VICE PRESIDENT – One of the Vice Presidents shall, in the absence of the President, preside at all meetings of the Association and of the Board of Directors and shall perform such other dutiesas may be incident to the office of the President, in the latter’sabsence.

5.4 SECRETARY – The Secretary shall give, or cause to be given, all notices required to be given to members, directors, auditors and members of committees of the board of directors: he/she shall attend meetings of the board of directors and of the Association and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings.

5.5 TREASURER – The Treasurer shall keep or cause to be kept full and accurate books of account in which shall be recorded all receipts and disbursements of the Association and, under the direction of the board of directors, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Association; he/she shall render to the board of directors at the meetings thereof, or whenever required of him/her,an account of all his/her transactions as Treasurer and of the financial position of the Association.

ARTICLE VI – ELECTION OF EXECUTIVE COMMITTEE

6.1 The offices of the President, Vice President – South, Vice President – North, Secretary and Treasurer that come up for re-appointment in each year shall be filled by appointment at the first meeting of the Board of Directors following the Annual General Meeting.

6.2 The Nominating Committee shall present the slate of officers to be appointed by the Board of Directors. The President, Vice President South and Vice President North proposed for appointment shall bemembers of the Board of Directors in good standing.

6.3 The President shall appoint Members at large to sit on the Executive Committee. The Members at large proposed for appointment shall be members of the Board of Directors in goodstanding.

ARTICLE VII-AUDITING

7.1 The books, accounts and records of the Association shall be audited at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the Annual Meeting. 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 Association or within 120 days following the end of the fiscal year of the Association.

7.2 The books and records of the Association may be inspected by any member of the Association at the Annual General Meeting provided for herein or at any time 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-AMENDMENTS

8.1 The Association shall have the power to amend the By-laws of the Association from time to time as may be deemed advisable. Only Independent Producer Members may vote on Restructuring and By-law changes. Such amendments of By-laws shall not become operative or effective until or unless passed by a three-quarters vote of the Independent Producer Members present at a duly called general meeting of the Association.

ARTICLE IX – ANNUAL GENERAL MEETING

9.1 The President shall call the Annual General Meeting of the Association to be held 120 days following the fiscal year end of the Association. However, if necessary, the Members of the Board mayagree to call the Annual General Meeting of the Association at some other time. At each annual general meeting the status of membership shall be re-examined as to the good standing and eligibility of members.

GENERAL MEETINGS

9.2 A general meeting of the Association may be called at any time upon the instruction of the President or Board of Directors.

SPECIAL MEETINGS

9.3 A special meeting shall be called by the President upon receipt of a petition signed by at least ten members in good standing setting forth the reasons for calling such a meeting.

NOTICE OF MEETINGS

9.4 Notice of meetings of the Association shall be sent by ordinary mail or electronic mail to each member of the Association not less than four weeks before the time when the meeting is to be held.

9.5 Ten (10%) percent of the Members in good standing present in person or by proxy shall constitute a quorum at any meeting. If a quorum does not materialize upon all the Members having received notice in a timely fashion, the meeting will automatically be adjourned for one week, at which time it will proceed with or without a quorum.

VOTING

9.6 At any meeting of the membership, motions shall be voted on only by the designates of the Members.

PROXY

9.7 Every Member in good standing is entitled to vote by proxy and may, in writing, appoint a proxy who must be a member in goodstanding, to attend and vote at all meetings in the same manner, to the same extent and with the same power as if the Member were present at the meeting.

ARTICLE X – REMUNERATION

10.1 No officer or member of the Board of Directors shall receive any remuneration from the Association for services rendered as an officer or member of the Board of Directors of the Association.

10.2 Unless otherwise approved by a resolution of the Board of Directors each director shall cover his/her own costs incurred in attending board meetings.

ARTICLE XI – BORROWING POWERS

11.1 For the purpose of carrying out its objectives, the Association may borrow or raise or secure payment of money in such a manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Membership, and in no case shall debentures be issued without the sanction of a special resolution of the Association.

ARTICLE XII – OTHER POWERS

12.1 The association may accept, in the name of the Association, or hold as trustee or otherwise, any gift of money or property or the income thereof for one or more limited purposes within the scope of the general purposes of the Association.

ARTICLE XIII – SIGNING AUTHORITY

13.1 Contracts, documents or instruments in writing requiring execution or affixing of the seal of the Association by the Association may besigned and affixed by the President and two other directors to be identified in writing by the Board of Directors and all contracts,documents or instruments in writing so signed shall be binding upon the Association without further authorization or formality. The Board of Directors is authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Association to affix the seal or sign and deliver either contracts, documents or instruments in writing generally or to sign whether manually or by electronic signature and deliver specific contracts, documents or instruments in writing. The seal of the Association shall be kept at the registered office of the Association.

Alberta Media Production Industries Association