Saskatchewan Indigenous Music Association
Bylaws of the Saskatchewan Indigenous Music Association Inc.
PREAMBLE
WHEREAS the Saskatchewan Indigenous Music Association (the “Corporation”) was formed on June 22, 2021; and
WHEREAS the Corporation is a non-profit corporation incorporated in Saskatchewan and is governed by The Non-profit Corporations Act, 2022 (Saskatchewan) (the “Act”); and
WHEREAS the Corporation is empowered under the Act to make bylaws regulating the activities and affairs of the Corporation;
THEREFORE, the Corporation makes the following bylaws.
TABLE OF CONTENTS
ARTICLE 1: TITLE
ARTICLE 2: NAME
ARTICLE 3: REGISTERED OFFICE
ARTICLE 4: INTERPRETATION AND DEFINITIONS
ARTICLE 5: PURPOSE AND OBJECTS
ARTICLE 6: GOVERNANCE (BOARD-CENTRIC MEMBERSHIP MODEL)
ARTICLE 7: BOARD OF DIRECTORS
ARTICLE 8: OFFICERS
ARTICLE 9: COMMITTEES AND ADVISORY BODIES
ARTICLE 10: MEETINGS AND RESOLUTIONS
ARTICLE 11: FINANCIAL MANAGEMENT AND RECORDS
ARTICLE 12: SIMA AWARDS AND PROGRAMS
ARTICLE 13: CONDUCT, CONFLICTS AND CONFIDENTIALITY
ARTICLE 14: INDEMNIFICATION AND INSURANCE
ARTICLE 15: REMOVAL, VACANCIES AND DISCIPLINE
ARTICLE 16: AMENDMENTS TO BYLAWS
ARTICLE 17: DISSOLUTION
ARTICLE 1: TITLE
1.01 These bylaws may be cited as the “Bylaws of the Saskatchewan Indigenous Music Association Inc.” (the “Bylaws”).
ARTICLE 2: NAME
2.01 The name of the Corporation is SASKATCHEWAN INDIGENOUS MUSIC ASSOCIATION INC. (“SIMA”).
ARTICLE 3: REGISTERED OFFICE
3.01 The registered office of SIMA shall be in Saskatchewan at the location set out in SIMA’s corporate records and as updated from time to time in accordance with the Act.
ARTICLE 4: INTERPRETATION AND DEFINITIONS
4.01 In these Bylaws, unless the context otherwise requires:
• “Act” means The Non-profit Corporations Act, 2022 (Saskatchewan), as amended from time to time.
• “Board” means the board of directors of SIMA.
• “Director” means a member of the Board.
• “Officer” means an individual appointed or elected as an officer of SIMA under these Bylaws.
• “Ordinary Resolution” means a resolution passed by a majority of the votes cast by those entitled to vote on the resolution.
• “Special Resolution” means a resolution passed by not less than two-thirds (2/3) of the votes cast by those entitled to vote on the resolution, or as otherwise required by the Act.
• “SIMA Community” means artists, creators, industry professionals, partners, sponsors, supporters, and stakeholders who participate in or support the Indigenous music ecosystem in Saskatchewan. For clarity, participation in the SIMA Community does not, by itself, create membership or voting rights in SIMA.
4.02 Words and expressions used in these Bylaws and not defined herein have the meanings given to them in the Act.
4.03 Headings are for convenience only and do not affect the interpretation of these Bylaws.
ARTICLE 5: PURPOSE AND OBJECTS
5.01 The purpose of SIMA is to promote, assist, recognize, and enhance the development of Indigenous music in Saskatchewan.
5.02 Without limiting section 5.01, the objects of SIMA include:
• to promote the development of the arts, crafts, and talents associated with Indigenous music;
• to study, advance, and advocate for policies that support Indigenous music and creators;
• to encourage and deliver educational activities, programs, and opportunities for those engaged in Indigenous music;
• to undertake activities conducive to the continuation, sustainability, and growth of SIMA; and
• to solicit and steward sponsors, donations, endorsements, partnerships, and other funding and in-kind support to advance SIMA’s objects.
ARTICLE 6: GOVERNANCE (BOARD-CENTRIC MEMBERSHIP MODEL)
6.01 Legal note. Under Saskatchewan legislation, non-profit corporations must have members. To align SIMA’s governance with a board-centric model and to remove fee-based or public membership structures, SIMA’s only voting members are the individuals who from time to time serve as Directors of SIMA (the “Governance Members”).
6.02 Classes of membership. SIMA has a single class of membership consisting of Governance Members. No other classes of membership are created by these Bylaws.
6.03 Admission to membership. An individual becomes a Governance Member automatically upon becoming a Director and ceases to be a Governance Member automatically upon ceasing to be a Director.
6.04 No dues. Governance Members are not required to pay dues or fees as a condition of membership unless otherwise determined by Special Resolution in accordance with the Act.
6.05 No transfer. Membership is not transferable.
6.06 Register. SIMA shall maintain a register of Governance Members in its corporate records as required by the Act.
6.07 Community participation. SIMA may recognize participation in the SIMA Community through programs, communications, volunteer roles, advisory circles, juries, or other engagement processes established by the Board; however, such participation does not create governance membership or voting rights.
ARTICLE 7: BOARD OF DIRECTORS
7.01 Authority. The Board is responsible for the governance and oversight of SIMA and shall manage, or supervise the management of, the activities and affairs of SIMA in accordance with the Act, the articles of SIMA, and these Bylaws.
7.02 Number of Directors. SIMA shall have not fewer than three (3) and not more than ten (10) Directors, or such other number as set out in the articles, provided the minimum requirements of the Act are met.
7.03 Eligibility. A Director must meet the qualifications in the Act and any additional skills- or competency-based criteria adopted by the Board from time to time (e.g., governance, finance, legal, community, sector experience).
7.04 Terms. Directors serve for terms of up to three (3) years and may be reappointed or re-elected, subject to any term limits established by Board policy.
7.05 Nomination process. The Board may establish a transparent nomination process, including a nominations committee, to identify and recommend candidates to serve as Directors with a view to skills-based governance, diversity, and representation of Indigenous Peoples and communities.
7.06 Election/appointment of Directors. Directors shall be elected by the Governance Members at the annual meeting of members (which consists of the Directors) or appointed to fill vacancies as permitted by the Act and these Bylaws.
7.07 Vacancies. The Board may appoint a qualified individual to fill a vacancy among the Directors for the unexpired portion of the term, in accordance with the Act and the articles.
7.08 Quorum. A majority of the serving Directors constitutes quorum for meetings of the Board, unless the Board sets a different quorum permitted by the Act.
7.09 Voting. Each Director has one vote. Proxy voting is not permitted at Board meetings. In the event of a tie, the motion is defeated unless the Act provides otherwise.
7.10 Attendance. Directors are expected to attend and participate actively. A Director who misses three (3) consecutive Board meetings without reasonable cause may be removed by resolution of the Board, subject to section 15.01 and the Act.
ARTICLE 8: OFFICERS
8.01 Officers. The Board shall elect or appoint the following Officers from among the Directors: President (Chair), Vice-President (Vice-Chair), and Treasurer/Secretary (or Secretary and Treasurer). The Board may also appoint an Immediate Past President as an Officer and may create additional officer positions as needed.
8.02 Terms. Officers are appointed for one-year terms (or until the next organizational meeting following the annual meeting) and may be reappointed. The Board may set officer term limits by policy.
8.03 Duties of Officers.
8.03.1 President (Chair):
• presides at meetings of the Board and members;
• provides leadership to the Board in governance and oversight;
• acts as a primary spokesperson when authorized by the Board; and
• ensures that Board decisions are implemented through appropriate delegation and oversight.
8.03.2 Vice-President (Vice-Chair) and/or 2nd Vice-President (2nd Vice-Chair) :
• supports the President and acts in the President’s absence;
• leads Board initiatives as assigned by the Board; and
• supports relationship-building with partners, funders, and the SIMA Community.
8.03.3 Treasurer/Secretary (or Secretary and Treasurer):
• ensures accurate minutes are kept for meetings of the Board and members;
• maintains corporate records in accordance with the Act;
• oversees financial reporting to the Board, including budgets, financial statements, and compliance filings; and
• ensures appropriate signing authorities and financial controls are in place.
8.04 Delegation. The Board may delegate operational responsibilities to staff, contractors, or committees, including designating an Executive Director or other senior staff position. Delegation does not relieve the Board of its oversight responsibilities.
ARTICLE 9: COMMITTEES AND ADVISORY BODIES
9.01 The Board may establish standing or ad hoc committees and advisory bodies (including Elders’/Knowledge Keepers’ circles, juries, verification or eligibility panels, and program working groups) and may define their mandates, authorities, membership, and reporting requirements by Board resolution.
9.02 Committees and advisory bodies may make recommendations but do not have authority to bind SIMA unless expressly authorized by Board resolution and permitted by the Act.
ARTICLE 10: MEETINGS AND RESOLUTIONS
10.01 Meetings of the Board. The Board shall meet as often as necessary to govern SIMA effectively. Meetings may be held in person or by any communication means that permits all participants to communicate adequately with each other, as permitted by the Act.
10.02 Notice of Board meetings. Unless urgent circumstances require shorter notice, notice of a Board meeting shall be provided to each Director at least seven (7) days in advance and shall include the date, time, place (or connection information), and agenda summary.
10.03 Annual meeting of members. SIMA shall hold an annual meeting of members as required by the Act. Because Governance Members are the Directors, the annual meeting of members may be held in conjunction with the annual organizational meeting of the Board.
10.04 Open engagement sessions. The Board may convene non-decision-making community engagement sessions, forums, or gatherings open to the public to advance SIMA’s objects and to inform Board decision-making. These sessions are not meetings of members under the Act and do not confer voting rights.
10.05 Parliamentary authority. Meetings shall be conducted in a fair and orderly manner. The Board may adopt Robert’s Rules of Order (latest edition) as a guide where appropriate, provided it does not conflict with the Act, the articles, or these Bylaws.
10.06 Resolutions in lieu of meeting. Any resolution permitted to be passed at a meeting of the Board or members may be passed by written resolution signed or consented to in accordance with the Act.
ARTICLE 11: FINANCIAL MANAGEMENT AND RECORDS
11.01 Fiscal year. The fiscal year of SIMA ends on December 31, unless changed by Board resolution and as permitted by the Act.
11.02 Use of funds. The income and property of SIMA shall be applied solely toward the objects of SIMA. No part of the income or property shall be paid or made payable to, or for the benefit of, any Director or Officer except for reasonable remuneration for services actually rendered and reimbursement of reasonable expenses incurred on behalf of SIMA as approved by the Board.
11.03 Banking and signing authority. The Board shall designate the financial institution(s) of SIMA and establish signing authorities and internal controls by Board resolution.
11.04 Borrowing. The Board may borrow, raise, or secure funds and may grant security in accordance with the Act and the articles.
11.05 Financial statements. The Board shall cause annual financial statements to be prepared in accordance with applicable accounting standards and shall approve the financial statements for presentation to the members at the annual meeting, as required by the Act.
11.06 Auditor or reviewer. The appointment of an auditor or reviewer and any decision to dispense with an audit or review (where permitted) shall be made in accordance with the Act and any applicable regulations or funding requirements.
11.07 Records. SIMA shall maintain corporate records at its registered office or another location permitted by the Act. Access to records shall be provided as required by the Act.
ARTICLE 12: SIMA AWARDS AND PROGRAMS
12.01 SIMA may administer awards, showcases, and other programs (including the “SIMA Awards”) in accordance with eligibility criteria, policies, and procedures approved by the Board.
12.02 The Board may appoint an Awards Committee and/or independent juries to administer awards programs and to recommend finalists and winners consistent with published criteria.
12.03 Eligibility. Eligibility to submit, be nominated, or be considered for SIMA programs shall be based on criteria established by the Board and shall not be contingent on paid membership or membership category.
12.04 Integrity and confidentiality. Awards processes must be impartial, anonymous where appropriate, and confidential. The Board may adopt an awards integrity policy addressing conflicts of interest, juror confidentiality, and data handling.
ARTICLE 13: CONDUCT, CONFLICTS AND CONFIDENTIALITY
13.01 Duty of care. Directors and Officers shall act honestly and in good faith with a view to the best interests of SIMA and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances, consistent with the Act.
13.02 Conflict of interest. Directors and Officers shall disclose any actual or perceived conflict of interest and shall refrain from participating in discussion or voting on matters where a conflict exists, except as permitted by the Act. The Board may adopt a conflict of interest policy.
13.03 Confidentiality. Directors, Officers, committee members, staff, and jurors shall maintain confidentiality regarding SIMA’s non-public information and shall comply with any confidentiality agreements or policies adopted by the Board.
13.04 Respectful conduct. The Board may adopt codes of conduct, anti-harassment policies, and safe-space protocols for SIMA events and operations.
ARTICLE 14: INDEMNIFICATION AND INSURANCE
14.01 Subject to the Act, SIMA may indemnify Directors, Officers, and other persons serving at SIMA’s request to the extent permitted by the Act, and may purchase and maintain directors’ and officers’ liability insurance and other insurance as the Board considers appropriate.
ARTICLE 15: REMOVAL, VACANCIES AND DISCIPLINE
15.01 Removal of Directors. A Director may be removed in accordance with the Act and the articles by resolution of the members. For clarity, the members are the Governance Members (Directors).
15.02 Vacancies. Vacancies on the Board may be filled as set out in section 7.07.
15.03 Officer removal. The Board may remove an Officer from office at any time by Board resolution, without removing the individual as a Director, unless otherwise required by the Act or the articles.
ARTICLE 16: AMENDMENTS TO BYLAWS
16.01 The Board may make, amend, or repeal these Bylaws by resolution as permitted by the Act. Any such bylaw, amendment, or repeal shall be submitted to the members for confirmation at the next meeting of members in accordance with the Act.
16.02 Where the Act requires a Special Resolution of members to amend these Bylaws, such requirement shall prevail.
ARTICLE 17: DISSOLUTION
17.01 On dissolution of SIMA, and after payment of all liabilities, any remaining property shall be distributed in accordance with the articles and the Act, and, where required, to one or more qualified donees or charitable organizations with similar objects in Saskatchewan as determined by the members.