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:

  1. Support and promote member artists in Richmond County, Nova Scotia
  2. Encourage and mentor emerging artists of all ages
  3. Foster artistic development through education and collaboration
  4. Serve as a catalyst for artistic projects and cultural activities
  5. Acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property to realize the objects of the Society
  6. 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

  1. The society shall not carry on any trade, industry, or business for profit
  2. All funds shall be used solely for the purposes of the Society and the promotion of its objects
  3. 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
  4. The activities of the Society are to focus on Richmond County, Nova Scotia

By-Laws

Article I: Definitions

  1. “Society” means the Richmond Artists Alliance Association (RAAA)
  2. “Board” means the Board of Directors of the RAAA
  3. “Member” means any person admitted to membership according to these by-laws
  4. “Professional Artist” means an individual who creates original artwork and maintains an active artistic practice
  5. “Emerging Artist” means an individual developing their artistic practice [DN: Specific criteria to be determined]
  6. “Art Supporter” means an individual who actively supports the arts community but may not be a practicing artist

Article II: Membership

  1. Membership Categories:
    • Professional  and Emerging Artists
    • Art Supporters
  2. 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
  3. Membership Dues:
    • Annual dues: $20 [DN: Amount to be confirmed]
    • Due January 1st of each year
    • Pro-rated for new members joining mid-year
  4. 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

  1. Composition (5members):
    • President
    • Vice President
    • Secretary
    • Treasurer
    • Programs Director
  2. Terms:
    • Two-year terms
    • Maximum of two consecutive terms
    • Staggered elections to ensure continuity
  3. 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

  1. Regular Meetings:
    • Monthly board meetings
    • Minimum three general membership meetings
    • Annual General Meeting (AGM) within three months of fiscal year end
  2. Notice Requirements:
    • Regular meetings: 3 days notice
    • Special meetings: 7 days notice
    • AGM: 14 days notice
  3. Quorum:
    • Board meetings: 3 directors
    • General meetings: 4 members [DN: To be reviewed as membership grows]
  4. 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

  1. Fiscal Year: January 1 to December 31
  2. 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

  1. Required Records:
    • Meeting minutes (board and general meetings)
    • Financial records (7-year retention)
    • Membership records
    • Exhibition and event documentation
    • Grant applications and reports
    • Correspondence
  2. 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

  1. Standing Committees:
    • Exhibition Committee
    • Education and Mentorship Committee
    • Fundraising Committee
    • [DN: Additional committees as needed]
  2. Ad Hoc Committees:
    • Formed as needed
    • Dissolved upon completion of assigned task

Article VIII: Conflict Resolution

  1. Process:
    • Initial informal discussion
    • Mediation by board if needed
    • Written complaints process
    • Appeals process
    • Final board decision
  2. Code of Conduct:
    • Respect for all members
    • Professional behavior
    • Commitment to resolution
    • Protection of Society’s reputation

Article IX: Amendments

  1. 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

  1. 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.]