About the Association

The Sherwood Park Music Festival Association 

We are a VOLUNTEER, charitable not-for-profit organization, 
whose project is the Sherwood Park Music Festival


A Brief History

In 1976, a group of local music teachers were instrumental in starting the local music festival. These teachers were interested in allowing young people from our community to perform in front of a live audience and receive professional adjudication.  In the early years, the Festival was affiliated with the local Kiwanis Club and was known as the Sherwood Park Kiwanis Music Festival. In 1992, the affiliation with the Kiwanis Club ended and the name was changed to the Sherwood Park Music Festival.

The Rose Bowl trophy is awarded annually for the best performer of the Festival. This award was instituted in 1995 under the leadership of Sherry Nott to mark the 25th anniversary of the Festival.

As a 30th anniversary project, the Sherwood Park Music Festival Association helped procure a Petrof Concert Grand piano for the main stage of Festival Place where it is in constant use to the benefit of the whole community.

Today

The Sherwood Park Music Festival is a project of the Sherwood Park Music Festival Association.We are a charitable not-for-profit volunteer organization, with a desire to serve the community.The continued growth and success of the Music Festival is due to the active involvement of many volunteers, board members, festival workers and especially the continued financial support of governments, businesses, corporations and individuals. This continued involvement of all of these sectors is what allows the Festival to sustain itself from one year to the next and makes the Sherwood Park Music Festival a truly community event. 



OUR MISSION

Committed To The Development Of The Performing Arts In Our Community.


BYLAWS

PREAMBLE

1.                  Name: The official name of the Society is SHERWOOD PARK MUSIC FESTIVAL ASSOCIATION, as stated in the Articles of Incorporation, and hereinafter referred to as SPMFA or Society.

            2.                  Objects: The objects of the Society are stated in the Articles of Incorporation.

3.                  Bylaws: The following Articles set forth the Bylaws of the Sherwood Park Music Festival Association.

 

ARTICLE I – DEFINING AND INTERPRETING THE BYLAWS

1.1       Definitions

In these Bylaws, the following words have these meanings:

        (a) Act means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it.

        (b) Annual General MeetingThe Annual General Meeting, also known as ‘AGM’, is the Society’s annual                              meeting which all Members may attend. This is the Meeting at which Members vote to approve Resolutions and elect or appoint the Directors and elect the President.

(c) Board: Board means Board of Directors.

(d) Board of Directors’ Meeting: Board of Directors’ Meetings are the regular meetings to conduct the usual business of the Society

       (e) Contract: A contract is an agreement that creates an obligation on the Society to pay monies or to do, or not to do, something specific that is subject to that agreement.

       (f) Director: Any person elected or appointed to the Society’s Board of Directors. This includes the President and the immediate Past President. The one-year term is from the date of the AGM to, and including, the date of the following AGM.

(g) General MeetingGeneral Meeting means the Annual General Meeting and the Special General Meeting.

(h) MajorityThe number of people who shall favour a motion before it can be carried. A “simple majority” is more than half the Members voting, that is, 50 percent plus one additional person.

       (i) MemberA Member means a Member of the Society. The membership year is from the date of the AGM to, and               including, the date of the following AGM. A Member has one (1) vote at General Meetings.

(j) Officer: The Officers of the Society are the President, Vice-President, Secretary, or Treasurer.

(k) Register of Members and DirectorsThe ‘register’ retained by the Secretary on behalf of the Board of Directors contains the names and addresses of the Members and Directors of the Society. This register is available on request to all Members, and it may only be used by Members for Society business.

(l) ResolutionA motion passed by the Members at a General Meeting or a motion passed by Directors at a Board of Directors’ Meeting. The process and time lines by which Resolutions are formulated, submitted, and voted upon are specified herein.

(m) QuorumThe minimum number of people, as specified in the Bylaws, required at each Board of Directors’ Meeting or General Meeting for business to be legally carried out. In the absence of a quorum, debate can continue but no votes can be taken, except the vote to adjourn.

(n) Special General MeetingA Special General Meeting of the Society is called to deal with specific business requiring a Special Resolution. The Special Resolution shall be specified in the Notice.

(o) Special Resolution: A special resolution means:

      a) a Resolution passed at a General Meeting of the Members of the Society. Members are given a Notice of the Meeting with details of the proposed Resolution at least twenty-one (21) days in advance of the General Meeting. There shall be approval by a vote of seventy-five percent (75%) of the Members present; 

      b) a Resolution passed at a General Meeting of the Members of the Society. Members are given either Notice of the Meeting or of the proposed Resolution less than twenty-one (21) days in advance of the General Meeting. There shall be approval by all Members, eligible to attend and vote, at the General Meeting; or 

      c) a Resolution agreed to in writing by all Members eligible to vote.

(p) Society: The Society refers to the Sherwood Park Music Festival Association.

 

1.2       Interpretation

The following rules of interpretation shall be applied in interpreting these Bylaws.

(a)    Singular and Plural: words indicating the singular number shall include the plural, and vice-versa.

(b)    Gender: words indicating masculine gender shall include the feminine gender.

(c)    Headings: are for reference purposes only and shall not affect the interpretation of these Bylaws.

(d)    Liberal Interpretation: these Bylaws shall be interpreted broadly and generously.

 

ARTICLE II – MEMBERSHIP

2.1               All residents, of Strathcona County and surrounding areas served by the Society, dedicated to promoting the mission             of the Society are eligible to apply for membership. There are no membership fees. 

2.2               Membership applications shall be received, reviewed and approved or rejected by the Executive Committee of the Society.

2.3               The membership year is from the date of the AGM to, and including, the date of the following AGM.

2.4       Any member is entitled to exercise rights and privileges given to Members in these Bylaws.

2.5       Members are required to act in accordance with the Bylaws and Objectives of the Society.

2.6       Resignation, Death, or Removal of a Member

            2.6.1        A Member may resign from the Society by providing written notice during the membership year. The member is considered to have ceased being a Member on the date his name is removed from the Register of Members.

             2.6.2        The Society may, by Special Resolution at a Special General Meeting called for such a purpose, remove any Member for any cause which is deemed sufficient in the interests of the Society.

             2.6.3        The membership of a Member is ended upon his death.

ARTICLE III – MEETINGS

3.1       Annual General Meeting

3.1.1     The Society shall hold an Annual General Meeting on or before October 8 each year. The Board sets the place, date and time of the meeting.

3.1.2     Written Notice of the Annual General Meeting along with any other notice with details of any business requiring a Special Resolution (e.g. Amending the Bylaws) shall be delivered, mailed or sent electronically to the last known address of each member at least twenty-one (21) days prior to the date of the meeting.

 3.1.3     Agenda for the Annual General Meeting

    a)      adopting the agenda;

    b)      adopting the minutes of the last AGM;

    c)      considering the President’s report;

    d)      reviewing the financial statements setting out the Society’s income, disbursements, assets and liabilities and the financial reports;

    e)      appointing the Financial Reviewer(s) as specified herein;

    f)        electing the President;

    g)      electing or appointing the Directors of the Board;

    h)      considering matters specified in the meeting notice, such as approving special resolutions;

    i)        considering other specific motions that any member has given notice of before the meeting is called.

3.2       Special General Meetings

            3.2.1     A Special General Meeting may be called at any time:

a) by a Resolution of the Board to that effect; or

b) on the written request of at least three (3) Directors or one-third (1/3) of voting Members. The request shall state the reason for and the Resolution(s) intended for the Special General Meeting.

             3.2.2     Written notice of the Special General Meeting along with any other Notice with details of any business requiring a Special Resolution (e.g. Amending the Bylaws) shall be delivered, mailed or sent electronically to the last known address of each Member at least twenty-one (21) days prior to the date of the Meeting.

             3.2.3     Only the matter(s) set out in the Notice for the Special General Meeting shall be considered at the Special General Meeting.

3.3        Board of Directors’ Meeting

            3.3.1     At its first meeting after the Annual General Meeting, the Board appoints, from among the Directors, all Officers except the President, for the following year. The Officers hold office for a one-year term or as described herein.

             3.3.2     Board of Directors’ Meetings shall be held as often as may be required and shall be scheduled as may be recommended by a special committee and approved by the Board. Meetings may be called by the President or the Secretary or at the written request of any two (2) Directors that states the business of the Meeting.

             3.3.3     Notification of a Board of Directors’ Meeting shall be given, electronically or in a manner agreed upon by the Board, to each Director not less than five (5) days in advance of the meeting specifying the date, time and location of the Meeting.

             3.3.4     No business shall be transacted at any Board of Directors’ Meeting unless a quorum of Directors is present at the time the Meeting proceeds to business.

3.4       Voting

            3.4.1    Members shall have the right to vote at General Meetings of the Society. Each Member shall have one (1) vote. Such votes shall be made in person.

             3.4.2     A show of hands decides every vote at every Meeting. A ballot is used if at least five (5) Members or two (2) Directors request it.

             3.4.3        Directors shall have the right to vote at any Meeting of the Society. Each director, including the President and Past President, has one (1) vote. The President does not have a second or casting vote in the case of a tie vote. A tie vote means the motion is defeated.

             3.4.4     A simple majority vote is required to pass any motion, except for a special resolution which requires a seventy-five percent (75%) majority vote.

             3.4.5        In special circumstances the Board may conduct an electronic vote for business of the Board to determine consensus for a decision, and that decision shall be ratified at the next Board of Directors’ Meeting.

             3.4.6        Written Resolutions of All the Members or All the Directors

All Members or all Directors may agree to and sign a Resolution. This Resolution is as valid as one passed at a meeting. It is not necessary to give Notice or to call a Meeting. The date on the Resolution is the date it is passed.

3.5       Notice of Meeting

            3.5.1    Members or Directors may waive formal Notice of a Meeting.

            3.5.2    No action taken at a Meeting is invalid due to:

a) accidental omission to give any Notice to any Member or Director,

b) any Member or Director not receiving any notice; or

c) any error in any Notice that does not affect the meaning.

 3.6       Quorums

            3.6.1    Attendance by one-third of the Members at an AGM or a Special General Meeting is a quorum.

            3.6.2    Attendance by a majority of the Directors at a Board of Directors’ Meeting is a quorum.

            3.6.3     If a quorum is not present within one-half (1/2) hour after the set time, the Meeting shall stand adjourned to a date, time and place decided upon by a majority of those Directors or Members present and entitled to vote. If at the second Meeting a quorum is not present within one-half (1/2) hour from the set time, the Meeting shall proceed with the Members or Directors in attendance.

 3.7       Presiding Officer

            3.7.1     The President chairs every meeting of the Society. The Vice-President chairs in the President’s absence or a Chair may be appointed by the Board. If neither President nor Vice-President (or appointed Chair) is present within one-half (1/2) hour after the set time for the meeting, the Members or Directors present shall choose one (1) of the Members or Directors to chair the Meeting.

3.8       Adjournment

            3.8.1     The President may adjourn, to a later date, any Meeting with the consent of the Members or Directors at the Meeting. No notice is necessary if the Meeting is adjourned for less than thirty (30) days. When the adjourned Meeting resumes at a later date, only the unfinished business from the initial Meeting is conducted in order to conclude that Meeting.

           3.9       Parliamentary Authority

            3.9.1    The rules contained in the current edition of Robert’s Rules of Order shall govern the Society in all cases to which they are applicable and when they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.

ARTICLE IV – THE GOVERNANCE OF THE SOCIETY

4.1        The Board of Directors

            4.1.1        Governance and Management of the Society

           The Board governs and manages the affairs of the Society.

       4.2       Powers and Duties of the Board

                   4.2.1    The Board has the powers of the Society, except as stated in the Societies Act.

The powers and duties of the Board include:

    a)       Promoting the objects of the Society;

    b)      Promoting membership in the Society;

    c)       Maintaining and protecting the Society’s assets and property;

    d)      Approving an annual budget for the Society;

    e)       Paying all expenses for operating and managing the Society;

    f)        Paying persons for services and protecting persons from the debts of the Society;

    g)       Investing extra monies;

    h)       Financing the operations of the Society, and raising monies;

    i)         Approving all Contracts for the Society;

    j)        Maintaining all accounts and financial records of the Society;

    k)      Filing annual returns and updates with Alberta Corporate Registry and Canada Revenue Agency;

    l)         Appointing legal counsel as necessary;

    m)     Making policies, rules and regulations for managing and operating the Society and using its assets;

    n)       Without limiting the general responsibility of the Board, delegating its powers and duties to the individual Officers of the Society, the Executive Committee and other Committees established by the Board.

 

4.3       Term

            4.3.1     The one-year term is from the date of the AGM to, and including, the date of the following AGM.

            4.3.2    Directors, to a maximum of fifteen (15), (including Officers), may be appointed throughout the year as required to efficiently organize and operate the annual festival program.

4.4       Resignation, Death, or Removal of a Director

            4.4.1    A Director may resign from office by providing written notice.

            4.4.2        Members may remove any Director before the end of his term. Members may, by Special Resolution at a Special General Meeting called for such a purpose, remove any Director for any cause which is deemed sufficient in the interests of the Society.

            4.4.3        If there is a vacancy on the Board, the remaining Directors may appoint a Member to fill that vacancy for the remainder of the term. This does not apply to the position of immediate Past President.

4.5          Officers

            4.5.1        The Officers of the Society shall be appointed by the Board of Directors. Generally, the Officers of the Society shall be the President, Vice-President, Secretary and Treasurer and such other Officers as the Board of Directors may determine from time to time.

4.6           Duties of the Officers of the Society

            4.6.1        The President:

  •    Supervises the affairs of the Board;
  •       When present, chairs all meetings of the Society, the Board and the Executive Committee;
  •     Is an ex officio member of all Committees, except the Nominating Committee;
  •     Acts as a spokesperson for the Society;
  •     Chairs the Executive Committee; and
  •     Carries out other duties assigned by the Board. 

            4.6.2        The Vice-President:

  • Presides at meetings in the President’s absence. If the Vice-President is absent, the Directors elect a Chairperson for the meeting;
  • Replaces the President at various functions when asked to do so by the President or the Board;
  • Is a member of the Executive Committee; and
  • Carries out other duties assigned by the Board.

            4.6.3    The Secretary:

  • Attends all meetings of the Society, the Board and the Executive Committee;
  • Keeps accurate minutes of these meetings;
  • Keeps a copy of the Minute Books;
  • Keeps the original Minute Books at the Registered Office of the Society. This record contains minutes from all meetings of the Society, the Board, and the Executive Committee;
  • Has charge of the Board’s correspondence;
  • Ensures a record of names and addresses of all Members and Directors of the Society is kept;
  • Ensures all notices of various meetings are sent;
  • In accordance with the Societies Act of Alberta, files the following documents with Corporate Registry: the annual returns, the changes pertaining to an Officer or a Director of the Society, the amendments to the Bylaws, and other incorporating documents;
  • In accordance with Revenue Canada Agency, files the annual returns and other documents required by a charity;
  • Is a member of the Executive Committee;  and
  • Carries out other duties assigned by the Board.

            4.6.4    The Treasurer:

  • Ensures all monies paid to the Society are deposited in a chartered bank, treasury branch or trust company chosen by the Board;
  • Ensures a detailed account of revenues and expenditures is presented to the Board as requested;
  • Ensures a formal review of the statement of the financial position of the Society, by the Financial Reviewers, is prepared and presented to the Annual General Meeting;
  • Is a member of the Executive Committee; and
  • Carries out other duties assigned by the Board.

4.7       Resignation, Death, or Removal of an Officer

            4.7.1    An Officer may resign from office by providing written notice.

            4.7.2        The Board of Directors may remove any Officer before the end of his term. The Board of Directors may, by Special Resolution at a Board of Directors Meeting called for such a purpose, remove any Officer for any cause which is deemed sufficient in the interests of the Society.

            4.7.3        If there is an Officer Position vacancy, the remaining Directors may appoint a Director to fill that vacancy for the remainder of the term. This does not apply to the position of immediate Past President.

4.8       Standing Committees

The Board establishes these standing committees:

1)      Executive Committee

2)      Nominating Committee

            4.8.1    The Executive Committee

  • Consists of the President, Past President, Vice-President, Secretary, and Treasurer.
  • Is responsible for:

-        Planning agendas for Board meetings;

-        Carrying out emergency and unusual business between Board meetings;

-        Reporting to the Board on actions taken between Board meetings;

-        Carrying out other duties as assigned by the Board.

            4.8.2    The Nominating Committee

  • Consists of the immediate Past President, as available, and other Members as necessary and appointed by the Board. The Past President, or a designate appointed by the Board, shall chair the Committee
  • Is responsible for:

-        Preparing a slate of nominees for the President’s position;

-        Preparing a slate of nominees for each vacant Director’s position;

-        Orienting new Board Directors; and

-        Presenting its recommendations to the AGM.

ARTICLE V – FINANCE AND OTHER MANAGEMENT MATTERS

5.1        The Registered Office

The Registered Office of the Society shall be located in Alberta. The location may be established at the Annual General Meeting or by Resolution of the Board, and this change shall be communicated to Corporate Registry.

             5.1.1        Records and Books: The original Minute Books are kept at the Registered Office of the Society. This record contains minutes from all meetings of the Society, the Board, and the Executive Committee. The Board keeps and files all necessary books and records of the Society as required by the Bylaws, the Societies Act, or any other statute or law.

            5.1.2        Inspection of Books: A Member wishing to inspect the books or records of the Society shall give reasonable notice to the President or the Secretary of the Society of his intention to do so. Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office of the Society at a mutually agreed upon time. All financial records of the Society are open for such inspection by the Members. Other records are open for inspection, except for records that the Board designates as confidential.

5.2        Remuneration

            5.2.1     No Member, Director, or Officer of the Society receives any payment for his services as a Member, Director, or Officer.

            5.2.2     Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval.

5.3        Finance and Auditing

            5.3.1     The fiscal year of the Society ends on June 30 of each year.

            5.3.2     There shall be a formal audit of the books, accounts and records of the Society at least once each year to ensure financial statements and reports are relevant, accurate, complete, and fairly presented. An auditor shall be appointed at each Annual General Meeting to formally review the records of the Society. At each Annual General Meeting of the Society, the Auditor shall submit a complete statement of the books for the previous year. Annual reports and updates shall be submitted to Alberta Corporate Registry in accordance with the Societies Act of Alberta and to Canada Revenue Agency (required by a charity).

5.4        Seal of the Society

            5.4.1     The Board may adopt a seal as the Seal of the Society.

            5.4.2     The Seal shall be kept in the control and custody of the President unless otherwise decided by the Board.

            5.4.3     The Seal of the Society may only be used by Officers authorized by the Board. The Board shall pass a motion to name the authorized Officers.

5.5        Signing authority on cheques, contracts and limits

            5.5.1     All cheques shall be signed by a minimum of two (2) designated Officers of the Society. The designated Officers authorized to sign will be appointed at the first Board of Directors’ Meeting held after the AGM. The Board shall record a Resolution designating the signing Officers. In the event one of the signing Officers can no longer fill this requirement, a new designate shall be appointed at the next Board of Directors’ Meeting.

            5.5.2        Any expenditure not previously approved in the annual budget shall be approved by the Board. In the case of emergency expenditures under $200.00 not previously approved in the annual budget, approval by the President and two other Officers is required with subsequent ratification by the Board at the next Board of Directors’ Meeting.

            5.5.3    Contracts shall be signed by two Officers of the Society after Contracts receive approval by the Board. Each year the Board may approve an exception to allow one designated Director, by name, to have sole signing authority on Contracts for hiring the Festival Adjudicators, the terms of which are based on the hiring guidelines approved by the Board.

5.6       Borrowing Powers

            5.6.1     The Society may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security.

ARTICLE VI – AMENDING THE BYLAWS

6.1        Any Member of the Society may propose amendments to the Bylaws.

 

6.2        The Bylaws may be cancelled, altered or added to by a “Special Resolution” of seventy-five percent (75%) of the Members present at any Annual General Meeting or Special General Meeting of the Society.

 

6.3        Details of the proposed resolution to change the Bylaws shall be included in the Notice to Members at least 21 days in advance of an Annual General Meeting or a Special General Meeting of the Society.

 

6.4        The amended Bylaws take effect after approval of the Special Resolution at an Annual General Meeting or a Special General Meeting and accepted by the Corporate Registry of Alberta.

ARTICLE VII – DISTRIBUTING ASSETS AND DISSOLVING THE SOCIETY

7.1       The Society does not pay any dividends or distribute its property among its Members.

7.2       Upon dissolution of the Society and after the payment of all debts and liabilities, the remaining property of the Society shall be distributed or disposed of to registered charities as defined in subsection 149.1 (1) of the Income Tax Act.

7.3       Members may select the organization(s) to receive the assets by special resolution. In no event do any Members receive any assets of the Society.


 FINANCIAL REPORT

To view the 2018 Audited Financial Report for the SPMFA please click here.