Memorandum of Association and By-Laws
Richmond Artists Alliance Association (RAAA)
DISCUSSION NOTE: Items marked with [DN] indicate points requiring further discussion by the board.
Memorandum of Association
Purposes of the Society
On a volunteer and non-profit basis, the objectives of the society are to:
- Support and promote member artists in Richmond County, Nova Scotia
- Encourage and mentor emerging artists of all ages
- Foster artistic development through education and collaboration
- Serve as a catalyst for artistic projects and cultural activities
- Acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property to realize the objects of the Society
- Buy, own, hold, lease, mortgage, sell and convey such real and personal property as necessary for carrying out the objects of the Society
Limitations of the Society
- The society shall not carry on any trade, industry, or business for profit
- All funds shall be used solely for the purposes of the Society and the promotion of its objects
- If the society is terminated, wound up, or dissolved, any remaining property after satisfaction of debts and liabilities shall be donated to another arts organization in Canada having similar objectives
- The activities of the Society are to focus on Richmond County, Nova Scotia
By-Laws
Article I: Definitions
- “Society” means the Richmond Artists Alliance Association (RAAA)
- “Board” means the Board of Directors of the RAAA
- “Member” means any person admitted to membership according to these by-laws
- “Professional Artist” means an individual who creates original artwork and maintains an active artistic practice
- “Emerging Artist” means an individual developing their artistic practice [DN: Specific criteria to be determined]
- “Art Supporter” means an individual who actively supports the arts community but may not be a practicing artist
Article II: Membership
- Membership Categories:
- Professional and Emerging Artists
- Art Supporters
- Eligibility:
- Professional Artists: Must be engaged in creating original artwork
- Emerging Artists: Must demonstrate commitment to developing artistic practice
- Art Supporters: Must show interest in supporting local arts
- Membership Dues:
- Annual dues: $20 [DN: Amount to be confirmed]
- Due January 1st of each year
- Pro-rated for new members joining mid-year
- Rights and Responsibilities:
- Voting rights at general meetings
- Eligibility to serve on the board
- Access to Society resources and events
- Obligation to support the Society’s objectives
Article III: Board of Directors
- Composition (5members):
- President
- Vice President
- Secretary
- Treasurer
- Programs Director
- Terms:
- Two-year terms
- Maximum of two consecutive terms
- Staggered elections to ensure continuity
- Duties:
- President: Overall leadership, meeting chair, spokesperson
- Vice President: Assists president, assumes duties in absence
- Secretary: Records, correspondence, membership records
- Treasurer: Financial management, budgeting, reporting
- Programs Director: Educational initiatives, mentorship programs
Article IV: Meetings
- Regular Meetings:
- Monthly board meetings
- Minimum three general membership meetings
- Annual General Meeting (AGM) within three months of fiscal year end
- Notice Requirements:
- Regular meetings: 3 days notice
- Special meetings: 7 days notice
- AGM: 14 days notice
- Quorum:
- Board meetings: 3 directors
- General meetings: 4 members [DN: To be reviewed as membership grows]
- Voting:
- One vote per member
- No proxy voting
- Chair votes only to break ties
- Majority rules except for bylaw changes (3/4 majority)
Article V: Fiscal Year and Finance
- Fiscal Year: January 1 to December 31
- Financial Management:
- Annual budget approval at AGM
- Regular financial reports to board
- Annual financial statement to members
- Two signatures required on checks
- Annual review of financial records
Article VI: Records and Documentation
- Required Records:
- Meeting minutes (board and general meetings)
- Financial records (7-year retention)
- Membership records
- Exhibition and event documentation
- Grant applications and reports
- Correspondence
- Storage and Access:
- Digital and physical copies maintained
- Records accessible to members with 48 hours notice
- Annual backup of digital records
- Designated record keeper (typically Secretary)
Article VII: Committees
- Standing Committees:
- Exhibition Committee
- Education and Mentorship Committee
- Fundraising Committee
- [DN: Additional committees as needed]
- Ad Hoc Committees:
- Formed as needed
- Dissolved upon completion of assigned task
Article VIII: Conflict Resolution
- Process:
- Initial informal discussion
- Mediation by board if needed
- Written complaints process
- Appeals process
- Final board decision
- Code of Conduct:
- Respect for all members
- Professional behavior
- Commitment to resolution
- Protection of Society’s reputation
Article IX: Amendments
- These by-laws may be amended by:
- Special resolution at general meeting
- Three-fourths majority vote
- Written notice of proposed changes 14 days prior
Article X: Dissolution
- Process:
- Special meeting called
- Three-fourths majority vote required
- Asset distribution plan approved by members
- Donation of remaining assets to similar organization
[DN: Final Note – This document should be reviewed annually and updated as needed to reflect the growing needs of the organization.]