About Us

Formerly known as The Grande Prairie Marching Band, we can trace our roots as far back as 1916. A community band that has operated under the name of The Grande Prairie Band and was the starting point for the Composite High School Band and Orchestra.

The Grande Prairie Music Society is a non-profit, community group that offers 5 music ensembles: the Jazz Band, Grande Prairie Marching Band, Symphony Orchestra, Symphonic Wind Ensemble, and Youth Orchestra. We are open to all community members.

In 2021, we became aware of a desperate need in our region for community-run music ensembles; the importance of music had to be unhitched from 4-year election cycles, boards, and changing administrations.

We determined that we owed future generations of local musicians a fresh, community-based start. We could grow organically and musically, together. After months of legwork by stalwart local musicians with an eye for the future, the Grande Prairie Music Society was formed in August 2021.

About the Music Directors

Krista McLauchlan

Krista (B.MusB.Ed, CERTESL) studied cello with Tanya Prochazka at the University for Alberta. Upon completion of her studies, she has taught string classes and conducted orchestras since 2001. She has participated in many conducting workshops and seminars including the University of Toronto wind band conducting symposium, and the conducting workshops of the Edmonton Symphony Orchestra under the tutelage of Cosette Justo Valdes. Her passion, other than her family, is bringing the joy of orchestral music making to young musicians.

Chris Gallagher

Chris has been involved with marching bands since joining the North Battleford City Kinsmen Band in 1997. After playing with this organization, he left an received a degree in Music Education from the University of Saskatchewan. He accepted a job in the Grande Prairie Public School Division as a music teacher and also became involved with the Grande Prairie Marching Band first as a member, then an assistant director. Chris Gallagher now holds the position of director of the marching band.

DR. Robert (Bob) Howey

Dr. Robert (Bob) Howey is a multi-instrumentalist specializing in clarinet, saxophone, and flute, as well as conducting, singing, and music education. His focus has been performing in and conducting music ensembles such as concert bands, jazz bands, jazz combos, choirs, rock and country bands, orchestras, and pit orchestras. As an educator, he has taught K-12 music, including general music, choir, and concert and jazz bands. His post-secondary teaching includes woodwind, music ensembles, music history, music theory and aural skills.

Dr. Bob’s extensive music education includes B.Mus. (Performance), UAlberta, B.Mus. (Mus. Ed.), USask, MMA and DMA (Instrumental Music Education), ASU. A Grande Prairie native, he currently directs the Grande Prairie Symphony Orchestra, and the Grande Prairie Symphonic Wind and Jazz Ensembles.

Objectives

Our objectives are:

  1. To establish, maintain and promote musical group(s) within the Grande Prairie Region
  2. To promote, foster, and develop community spirit by representing the Grande Prairie Region at functions and festivities
  3. To generate community support for the society
  4. To provide an opportunity for individual musical growth and expression among the membership
  5. To provide an opportunity for contact among musicians in the Grande Prairie Region

GPMS Bylaws

Article 1 - Preamble

  1. 1.1 The Society The name of the society is the Grande Prairie Music Society, which may also be known or referred to as the GPMS or the Society.
  2. 1.2 The Bylaws The following articles set forth Bylaws of the Grande Prairie Music Society

Article 2 - Defining and Interpreting the Bylaws

  1. 2.1 Definitions In these Bylaws, the following words have these meanings.
    1. 2.1.1 Act means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it.
    2. 2.1.2 Annual General Meeting means the annual general meeting described in article 5.2.
    3. 2.1.3 Board means the Board of Directors of this Society.
    4. 2.1.4 Director means any person elected or appointed to the Board. This includes the President and the immediate Past President.
    5. 2.1.5 Member means a Member of the Society.
    6. 2.1.6 Officer means any Officer listed in Article 6.2.
    7. 2.1.7 Registered Office means the registered office for the Society.
    8. 2.1.8 Register of Members means the register maintained by the Board of Directors containing the names of the Members of the Society.
    9. 2.1.9 Society means the Grande Prairie Music Society.
    10. 2.1.10 Special Meeting means the special meeting describe in Article 5.3.
    11. 2.1.11 Special Resolution means:
    12. 2.1.12 A resolution passed at a General Meeting of the membership of this Society. There must be twenty-one (21) days’ notice for this meeting. The notice must state that proposed resolution. There must be approval by a vote of 75% of the voting Members who vote in person;
    13. 2.1.13 A resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days’ notice. All the Voting Members eligible to attend and vote at the General Meeting must agree; or
    14. 2.1.14 A resolution agreed to in writing by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.
    15. 2.1.15 Voting Member means a Member entitled to vote at the meetings of the Society.
  2. 2.2 Interpretation
    1. 2.2.1 The following rules of interpretation must be applied in interpreting these Bylaws.
    2. 2.2.2 Singular and Plural: words indication the singular number also include the plural, and vice-versa.
    3. 2.2.3 Corporation: words indicating persons also include corporations.
    4. 2.2.4 Headings are for convenience only. They do not affect the interpretation of the Bylaws.
    5. 2.2.5 Liberal Interpretation: these Bylaws must be interpreted broadly and generously.

Article 3. Objects of the Society

The objects of the society are detailed in the Article of Incorporation.

Article 4. Membership

    1. 4.1 Classification of Members

There are two categories of Members.

    1. a) Marching Band Family Members
    2. b) Individual Members
    1. 4.1.1 Marching Band Family Members To become a Family Member, an individual must pay the annual membership fees for Family Members.
    2. 4.1.2 Individual Members To become an Individual Member, and individual must pay the annual membership fee for Individual Members.
  1. 4.2 Admission of Members Any individual may become a Member in the appropriate category by meeting the requirements in Article 4.1. The individual will be entered as a Member under the appropriate category in the Register of Members.
  2. 4.3 Membership Fees
    1. 4.3.1 Membership Year The membership year is September 1 – August 31.
    2. 4.3.2 Setting Membership Fees The Board decides annual membership fee for each category of Members.
    3. 4.3.3Payment Date for Fees The Board decides when the annual membership fees must be paid
  3.  4.4 Rights and Privileges of Members
    1. 4.4.1 Any Member in good standing is entitled to: a) Receive notice of meeting of the Society; b) Attend any meeting of the Society; c) Speak at any meeting of the Society; and d) Exercise other rights and privileges given to Members in these Bylaws.
    2. 4.4.2 Voting Members Any Members in good standing who are at least twelve (12) years old may vote at meetings of the Society.
    3. 4.4.3 Number of Votes A voting Member is entitled to one (1) vote at a meeting of the Society. Each family (persons residing at the same physical address) may only have one (1) vote.
    4. 4.4.4 Member in Good Standing A Member is in good standing when: a) The Member has paid membership fee or other required fees to the Society; and b) The Member is not suspended as a Member as provided for under Article.
    5.  
  1. 4.5 Suspension of Membership
    1. 4.5.1 Decision to Suspend The Board, at a Special Meeting called for that purpose, may suspend a Member’s membership not more than three (3) months, for one or more of the following reasons: a) If the Member has failed to abide by the Bylaws; b) If the Member has done or failed to do anything judged to be harmful to the Society.
    2. 4.5.2 Notice to the Member
      1. 4.5.2.1 The affected member will receive written notice of the Board’s intention to deal with whether that Member should be suspended or not. The Member will receive at least two (2) weeks notice before the Special Meeting.
      2. 4.5.2.2 The notice will be sent by registered mail to the last known address of the Member shown in the records of the Society. The notice may also be delivered by an Officer of the Board.
      3. 4.5.2.3 The notice will state the reasons why suspension is being considered.
    3. 4.5.3 Decision of the Board
      1. 4.5.3.1 The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member.
      2. 4.5.3.2 The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board.
      3. 4.5.3.3 The Board may exclude the Member from its discussion of the matter, including the deciding vote.
      4. 4.5.3.4 The decision of the Board is final.
  1. 4.6 Termination of Membership
    1. 4.6.1 Resignation
      1. 4.6.1.1 Any Member may resign from the Society by sending or delivering written notice to the Secretary or President of the Society.
      2. 4.6.1.2 Once the notice is received, the Member’s name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
    2. 4.6.2 Death The membership of a Member is ended upon his death.
    3. 4.6.3 Deemed Withdrawal
      1. 4.6.3.1 If a member has not paid the annual membership fees within one (1) year of date the fees are due, the Member is considered to have submitted his resignation.
      2. 4.6.3.2 In this case, the name of the Member is removed from the Register of Member. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
    4. 4.6.4 Expulsion
      1. 4.6.4.1The Society may, by Special Resolution at a Special meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Society.
      2. 4.6.4.2 This decision is final.
      3. 4.6.4.3 On passage of the Special Resolution, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
  2. 4.7 Transmission of Membership No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Society.
  3. 4.8 Continued Liability for Debts Due Although a Member ceases to be a Member, by death, resignation or otherwise, he is liable for any debts owing to the Society at the date of ceasing to be a Member.
  4. 4.9 Limitation on the Liability of Members No Member is, in his individual capacity, liable for any debt or liability of the Society.

Article 5. Meetings of the Society

  1. 5.1 Electronic Meetings.
    1. 5.1.1 Any Board or committee meeting may be conducted solely by one or more means of remote communication through which all of the Directors and/or Members may participate with each other during the meeting, if the number of Directors and/or Members participating in the meeting would be sufficient to constitute a quorum. Participation in a meeting by that means constitutes presence in person at the meeting.
  2. 5.2 The Annual General Meeting
    1. 5.2.1 The Society holds its Annual General Meeting no later than November 30 of each calendar year, in Grande Prairie, Alberta. The Board sets the place, day and time of the meeting.
    2. 5.2.2 The Secretary phones, mails, emails or delivers a notice to each Member at least twenty-one (21) days before the Annual General Meeting. This notice states the place, date and time of the Annual General Meeting, and any business requiring a Special Resolution.
    3. 5.2.3 Agenda for the Meeting The Annual General Meeting deals with the following matters:
      1. a) Adopting the agenda;
      2. b) Adopting the minutes of the last Annual General Meeting;
      3. c) Considering the President’s report;
      4. d) Reviewing the financial statements setting out the Society’s income, disbursements, assets and liabilities and the auditor’s report;
      5. e) Appointing the auditors;
      6. f) Electing the president;
      7. g) Electing the Members of the Board;
      8. h) Considering matters specified in the meeting notice
      9. i) Other specific motions that any member has given notice of before the meeting is called.
    4. 5.2.4 Quorum Attendance by 10 of the Members at the Annual General Meeting is a quorum.
  3. 5.3 Special Meeting of the Society
    1. 5.3.1 Calling of Special Meeting A Special Meeting may be called at any time:
      1. a) By a resolution of the Board of Directors to that effect; or
      2. b) On the written request of at least two (2) Directors. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this Special Meeting; or
      3. c) On the written request of at least one third (1/3) of the Voting Members. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at such Special Meeting.
    2. 5.3.2 Notice The Secretary mails, emails or delivers a notice to each member at least twenty-one (21) days before the Special Meeting. This notice states the place, date, time and purpose of the Special Meeting.
    3. 5.3.3 Agenda for Special Meeting Only the matter(s) set out in the notice for the Special Meeting are considered at the Special Meeting.
    4. 5.3.4 Procedure at the Special Meeting Any Special Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting. (refer to 5.2.4)
  4. 5.4 Proceedings at the Annual or a Special Meeting
    1. 5.4.1 Attendance by the Public General Meetings of the Society are open to the public. A majority of the Members present may ask any persons who are not Members to leave.
    2. 5.4.2 Failure to Reach Quorum The President cancels the General Meeting if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is rescheduled for one (1) week later at the same time and place. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.
    3. 5.4.3 Presiding Officer
      1. 5.4.3.1 The President chairs every General Meeting of the Society. The Vice-President chairs in the absence of the President.
      2. 5.4.3.2 If neither the President or the Vice-President is present within one-half (1/2) hour after the set time for the General meeting, the Members present choose one (1) of the Members to chair.
  5. 5.4.4 Adjournment The President may adjourn any General Meeting with the consent of the Members at the meeting.
  6. 5.4.5 Voting
    1. 5.4.5.1 Each Voting Member has one (1) vote. Each Family (all residing at the same physical address) only has one (1) vote between them. A show of hands decides every vote at every General Meeting. A ballot is used if at least (2) Members request it.
    2. 5.4.5.2 The President does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated.
    3. 5.4.5.3 A Voting Member may not vote by proxy.
    4. 5.4.5.4 A majority of the votes of the Voting Members present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution.
    5. 5.4.5.5 The President declares a resolution carried or lost. This statement is final, and does not have to include the number of votes for and against the resolution.
    6. 5.4.5.6 The President decides any dispute on any vote. The President decides in good faith, and this decision in final.
  7. 5.4.6 Failure to Give Notice of meeting No action taken at a General meeting is invalid due to:
    1. a) Accidental omission to give any notice to any Member;
    2. b) Any Member not receiving any notice; or
    3. c) Any error in any notice that does not affect the meaning.
  8. 5.4.7 Written Resolution of All the Voting Members All Voting Members may agree to and sign a resolution. This resolution is as valid as one passed at a General meeting. It is not necessary to give notice or to call a General meeting. The date on the resolution is the date it is passed.

Article 6. The Governance of the Society

  1. 6.1 The Board of Directors
    1. 6.1.1 Governance and management of the Society The Board governs and manages the affairs of the Society.
  2. 6.1.2 Powers and Duties of the Board The Board has the powers of the Society, except as stated in the Societies Act. The powers and duties of the Board include:
    1. ● Promoting the objectives of the Society;
    2. ● Promoting membership in the Society;
    3. ● Maintaining and protecting the Society’s assets and property;
    4. ● Approving an annual budget for the Society;
    5. ● Paying all expenses for operating and managing the Society;
    6. ● Paying persons for services and protecting persons from debts of the Society;
    7. ● Investing any extra monies;
    8. ● Financing the operations of the Society, and borrowing or raising monies;
    9. ● Making policies for managing and operating the Society;
    10. ● Approving all contracts for the Society; and
    11. ● Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee.
  3. 6.1.3 Composition of the Board The Board consists of:
    1. a) The President;
    2. b) At least eight (8) adult (aged 18 and older) and two (2) student (Under age 18) Directors-at-large elected at the Annual General Meeting from among the Voting members; and
    3. c) The immediate Past President
  4. 6.1.4 Election of the Directors and President
    1. 6.1.4.1 Voting members may re-elect any Director of the Board.
    2. 6.1.4.2 Voting members elect the President at the Annual General Meeting.
  5. 6.1.5 Resignation, Death or Removal of a Director
    1. 6.1.5.1 A Director including the President and Past President, may resign from the office by giving one (1) month’s notice in writing. The resignation takes effect either at the end of the month’s notice, or on the date the Board accepts the resignation.
    2. 6.1.5.2 Voting Members may remove any director including the President and the immediate Past President, before the end of his term. There must be a majority vote at a Special Meeting called for this purpose.
    3. 6.1.5.3 If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term. This does not apply to the position of immediate Past President. This position remains vacant until the next AGM.
  6. 6.1.6 Meetings of the Board
    1. 6.1.6.1 The Board holds at least four (4) meetings each year.
    2. 6.1.6.2 The President calls the meetings. The President also calls a meeting if any two (2) Directors make a request in writing and state the business of the meeting.
    3. 6.1.6.3 Eight (8) days notice must be sent by email or telephone prior to a meeting.
    4. 6.1.6.4 A majority of the Directors present at any Bord meeting is a quorum.
    5. 6.1.6.5 If there is no quorum, the President adjourns the meeting to the same time, place and day of the following week. At lease five (5) Directors present at this later meeting is a quorum.
    6. 6.1.6.6 Each Director, excluding the President and the Past President, has one (1) vote.
    7. 6.1.6.7 The President does not have second or casting vote in the case of a tie vote. A tie vote means the motion is defeated.
    8. 6.1.6.8 Meetings of the Board are open to Members of the Society, but only Directors may vote. Members are only to participate in a discussion when invited to do so by the Board. A majority of the Directors present may ask any other Members, or other persons present, to leave.
    9. 6.1.6.9 Contracted Music Conductors may attend the Board Meetings and participate in discussions but do not have second or voting rights.
    10. 6.1.6.10 All Directors may agree to and sign a resolution. This resolution is as valid as one passed at any Board Meeting. The date on the resolution is the date it is passed.
    11. 6.1.6.11 A meeting of the Board may be held by a conference call or online hosting platform. Directors who participate in this call are considered present for the meeting.
    12. 6.1.6.12 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
    13. 6.1.6.13 A Director may waive formal notice of a meeting.
  7. 6.2 Officers
    1. 6.2.1 The Officers of the Society are the President, Vice-President, Secretary, Treasurer, and Registrar.
    2. 6.2.2 At its first meeting after the Annual General Meeting, the Board elects from among the Directors all Officers except the President, for the following year.
    3. 6.2.3 The Officers hold office until re-elected or until a successor is elected.
  8. 6.3 Duties of the Officers of the Society
    1. 6.3.1 The President
      1. ● Supervises the affairs of the Board,
      2. ● When present, chairs all meetings of the Society, the Board and the Executive Committee;
      3. ● Is an ex officio member of all Committees
      4. ● Acts as a spokesperson for the Society
      5. ● Chairs the Executive Committee and
      6. ● Carries out other duties assigned by the Board.
  9. 6.3.2 The Vice-President
    1. ● Presides at meetings in the President’s absence. If the Vice-President is absent, the Directors elect a Chairperson for the meeting.
    2. ● Replaces the President at various functions when asked to do so by the President or Board.
    3. ● Is a member of the Executive Committee and
    4. ● Carries out other duties assigned by the Board.
  10. 6.3.3 The Secretary
    1. ● Attends all meetings of the Society, the Board and the Executive committee
    2. ● Keeps accurate minutes of these meetings
    3. ● Keeps the Seal of the Society
    4. ● Makes sure all notices of various meetings are sent
    5. ● Carries out other duties assigned by the Board.
  11. 6.3.4 The Treasurer
    1. ● Makes sure all monies paid to the Society are deposited in a bank account designated by the Board
    2. ● Makes sure a detailed account of revenues and expenditures is presented to the Board as requested
    3. ● Makes sure an audited statement of the financial position of the Society is prepared and presented to the Annual General Meeting
    4. ● Is a member of the Executive Committee
    5. ● Makes sure annual fees are collected and deposited
    6. ● Files the annual return, changes in the directors of the organization, amendments in the bylaws and other incorporating documents with the Corporate Registry
    7. ● Carries out other duties assigned by the Board
  12. 6.3.5 The Registrar
    1. ● Distributes, maintains and collects registration forms and information.
    2. ● Makes sure a record of names and addresses of all Members of the society is kept
    3. ● Makes sure any registration fees collected are promptly turned over to the Treasurer for deposit
    4. ● Carries out other duties assigned by the Board
  13. 6.3.6 The Past President
    1. ● Mentors and assists current President
    2. ● Carries out other duties assigned by the Board
  14. 6.4 Board Committees
    1. 6.4.1 Establishing Committees The Board may appoint committees to advise the Board.
    2. 6.4.2 General Procedures for Committees
      1. 6.4.2.1 A Board Member chairs each committee created by the Board
      2. 6.4.2.2 The Chairperson calls committee meetings. Each committee:
        1. ● Records minutes of its meetings
        2. ● Distributes these minutes to the committee members and to the Chairpersons of all other committees
        3. ● Provides reports to each Board meeting at the Board’s request.
    3. 6.4.3 The meeting Notice must be emailed five business days before the scheduled date of the meeting. The notice states that date, place and time of the committee meeting. Committee members may waive notice.
    4. 6.4.4 A majority of the committee members present at a meeting is a quorum.
    5. 6.4.5 Each member of the committee, including the Chairperson, has one (1) vote at the committee meeting. The Chairperson does not have a casting vote in case of a tie.
  15. 6.5 Standing Committees The Board establishes these standing committees:
    1. a) Executive Committee
    2. b) Marching Band Committee
    3. c) Wind Ensemble Committee
    4. d) Orchestra Committee
    5. e) Jazz Band Committee
    6. f) Future Ensemble Committees as required
    1. 6.5.1 The Executive Committee
      1. a) Consists of the President, Past President, Vice President, Secretary, Treasurer, Registrar.
      2. b) Is responsible for:
        1. ● Carrying out emergency and unusual business between Board meetings
        2. ● Reporting to the Board on actions taken between Board meetings
        3. ● Carrying out other duties as assigned by the Board.
      3. c) Meets as needed. The meetings are called by the President or on the request of any two (2) other Officers. They must request the President in writing to call a meeting and state the business of the meeting.
      4. d) All Officers may agree to and sign a resolution. This resolution is as valid as one passed at an Executive Committee Meeting. It is not necessary to give notice or to call a meeting of the Executive Committee. The date on the resolution is the date it is passed.
      5. e) A meeting of the Executive Committee may be held by a conference call or electronically. Officers who participate in this call or electronically are considered present for the meeting.
      6. f) Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee.
      7. g) An Officer may waive formal notice of a meeting.
    2. 6.5.2 The Marching Band Committee
      1. a) Consists of any members of the Marching Band. They shall appoint a Chairperson who will attend all Board meetings and relay communications between the Board and Marching Band Committee.
      2. b) Is responsible for:
        1. ● Reporting on activities of the Marching Band to the Board
        2. ● Carrying out any other duties as assigned by the board.
    3. 6.5.3 The Wind Ensemble Committee
      1. a) Consists of any members of the Wind Ensemble. They shall appoint a Chairperson who will attend all Board meetings and relay communications between the Board and Wind Ensemble Committee.
      2. b) Is responsible for:
        1. ● Reporting on activities of the Wind Ensemble to the Board
        2. ● Carrying out any other duties as assigned by the board.
    4. 6.5.4 The Orchestra Committee
      1. a) Consists of any members of the Orchestra. They shall appoint a Chairperson who will attend all Board meetings and relay communications between the Board and Orchestra Committee.
      2. b) Is responsible for:
        1. ● Reporting on activities of the Orchestra to the Board
        2. ● Carrying out any other duties as assigned by the board.
    5. 6.5.5 The Jazz Band Committee
      1. a) Consists of any members of the Jazz Band. They shall appoint a Chairperson who will attend all Board meetings and relay communications between the Board and Jazz Band Committee.
      2. b) Is responsible for:
        1. ● Reporting on activities of the Jazz Band to the Board
        2. ● Carrying out any other duties as assigned by the board.

Article 7. Finance and Other Management Matters

  1. 7.1 The Registered Office The Registered Office of the Society is located in Grande Prairie, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board, as long as this change is communicated to Corporate Registry.
  2. 7.2 Finance and Auditing
    1. 7.2.1 The fiscal year of the Society ends on August 31 of each year.
    2. 7.2.2 There must be an audit or review of the books, accounts and records of the Society at least once each year by a qualified accountant or by two (2) members of good standing in the Society. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditors or accountant at the Annual General Meeting of the Society.
  3. 7.3 Seal of the Society.
    1. 7.3.1 The Board may adopt a seal as the Seal of the Society
    2. 7.3.2 The Secretary has control and custody of the seal, unless the Board decides otherwise.
    3. 7.3.3 The Seal of the Society can only be used by Officers authorized by the Board. The Board must pass a motion to name the authorized Officers.
  4. 7.4 Cheques and Contracts of the Society
    1. 7.4.1 The designated Officers of the Board sign all cheques drawn on the monies of the Society. Two signatures are required on all cheques. There must be at least 3 Officers designated to be signing authorities.
    2. 7.4.2 All contracts of the Society must be signed by the Officers or other persons authorized to do so by resolution of the Board.
  5. 7.5 The Keeping and Inspection of the Books and Records of the Society
    1. 7.5.1 The Secretary keeps a copy of the Minute Books and records minutes of all meetings of the Members and of the Board.
    2. 7.5.2 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 laws.
    3. 7.5.3 A Member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of his intention to do so.
    4. 7.5.4 All financial records of the Society are open for such inspection by the Members with reasonable notice.
    5. 7.5.5 Other records of the Society are also open for inspection, except for records that the Board designates as confidential. Reasonable notice must be provided.
  6. 7.6 Borrowing Powers
    1. 7.6.1 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.
    2. 7.6.2 The Society may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Society.
  7. 7.7 Payments
    1. 7.7.1 No Member, Director or Officer of the Society receives any payment for his services as a Member, Director or Officer.
    2. 7.7.2 Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval.
  8. 7.8 Protection and Indemnity of Directors and Officers
    1. 7.8.1 Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.
    2. 7.8.2 No Director or Officer is liable for the acts of any other Director, Officer or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Society. No Director or Officer is liable for any loss due to an oversight or error in judgement, or by an act on his role for the society, unless the act is fraud, dishonesty or bad faith.
    3. 7.8.3 Directors or Officers can rely on the accuracy of any statement or report prepared by the Society’s auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.
  9. 7.9 Insurance The Society will obtain and maintain liability insurance.

Article 8. Amending the Bylaws

  1. 8.1 These Bylaws may be cancelled, altered or added to by a Special Resolution at any Annual General or Special Meeting of the Society.
  2. 8.2 The twenty-one (21) days’ notice of the Annual General or Special Meeting of the Society must include details of the proposed resolution to change the Bylaws.
  3. 8.3 The amended bylaws take effect after approval of the Special Resolution at the Annual General or Special Meeting and accepted by the Corporate Registry of Alberta.

Article 9. Distributing Assets and Dissolving the Society

  1. 9.1 The Society does not pay any dividends or distribute its property among its Members.
  2. 9.2 If the Society is dissolved, any funds or assets remaining after paying all the debts are to be paid to a non-profit organization that has objectives similar to those of the Grande Prairie Music Society.
  3. 9.3 Members are to select the organization to receive assets by special resolution. In no event do any Members receive any assets of the Society.
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