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.2 The Mandate We will accomplish this by: employment. .3 The Bylaws .1 (a) (b) (c) (d) (e) (f) (g) Definitions

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The Society

The name of the organization is Music First , which may also be known or referred to as MF.

MF works to build connections between community, and to eliminate poverty. Using Art, Music, Technology and Communications as tool of empowerment, training and Connecting people, ideas and resources Creating safe open public space Connecting a Multi Million dollar Industry to under resourced communities and peoples Promoting the love and joy inherent to the arts and music

The following articles set forth are the Bylaws of Music First .

In these Bylaws, the following words have these meanings: Act means the Corporations Act, S.M. 1976, c40Cap C225 of Manitoba as amended or substituted from time to time. Annual General Meeting means the annual general meeting described in Section 4.1. Board means the Board of Directors of MF. Congress means the meeting of the whole organization, executive, board, staff, participants, and other vested community members. Bylaws means the Bylaws of MF as may be amended from time to time. Community Representative means any person elected or appointed to the Board. Officer means Chair, Vice Chair, Treasurer or Secretary as described Section 5.2.

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musicfirst
BYLAWS
Article 1 Preamble

Article 2 Definitions and Interpretation

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(h) (i) (j) (k)

Registered Office means the registered office of MF MF means Music First Special Meeting means the special meeting described in Section 4.2.

Special Resolution means a resolution passed at a Special Meeting of the MF other than
stated in Section 4.1 (c). There must be twenty-one (21) days notice for this meeting stating the proposed resolution. There must be approval by a vote of 90% of the attendees.

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adopting an agenda; considering the Chairs report; appointing the auditors; Special Meeting; or

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4.1 (a) (b) Special Resolution. (c) (i) (ii) (iii) (iv) (v) (vi) (vii) (d) 4.2 (a) (i) (ii) (iii) (b)

The Annual General Meeting (also known or referred to as AGM) AGM: MF holds its AGM no later than end of December of each calendar year, in Winnipeg, Manitoba. The Board sets the place, day and time of the meeting. Notice of AGM: The Secretary posts a notice to the community at least twenty-one (21) days before the AGM stating the place, date and time of the AGM, and any business requiring a Agenda: The AGM deals with the following matters: adopting the minutes of the last AGM; reviewing the financial statements setting out MFs income, disbursements, assets and liabilities and the auditors report; electing the Directors to the Board; and considering matters specified in the meeting notice.

Quorum: Attendance by 75% of the Directors and 25 community members is a quorum. Special Meeting of MF Calling of Special Meeting: A Special Meeting may be called at any time: by a resolution of the Board of Directors to that effect; or on the written request of at least five (5) Community Representatives. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this on the written request of a delegation with sufficient representation as stated by the Board. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this Special Meeting. Notice: The Secretary mails, emails, posts on social media, or delivers a notice to the community at least twenty-one (21) days before the Special Meeting stating the place, date, time and purpose of the Special Meeting.

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Article 3 Meetings of MF 2 of 9

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(c) (d)

Agenda: Only matter(s) set out in the notice for the Special Meeting are considered at the Special Meeting. Procedure at the Special Meeting: Any Special Meeting has the same method of voting and the same quorum requirements as the AGM.

4.3 (a) (b)

Proceedings at the AGM or Special Meeting Attendance by the Public: AGM and Special Meetings of MF are open to the public. Presiding Officer: The Chair chairs every meeting. The Vice-Chair chairs in the absence of the Chair. If neither the Chair nor Vice-Chair is present within one-half (1/2) hour after the set time for the AGM or Special Meeting, the attendees present choose one (1) of the attendees to chair. Adjournment: The Chair may adjourn any AGM or Special Meeting with the consent of the attendees at the meeting. The adjourned AGM or Special Meeting conducts only the unfinished business from the initial meeting. No notice is necessary if the either meeting is adjourned for less than thirty (30) days. MF must give notice when a AGM or Special Meeting is adjourned for thirty (30) days or more.

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(c) (d) (i) (ii) (iii) (iv) (v) (vi) (vii) 5.1 (a)

Voting: Voting at an AGM or Special Meeting will be conducted as follows: Each attendee has one (1) vote. A show of hands decides every vote at every AGM and Special Meeting. The Chair 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. And amended motion will be welcome. Work on through consensus with proper facilitation. The person must be in attendance to vote. A majority of the votes of the attendees present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution. The Chair declares the resolution carried or lost. This statement is final, and does not have to include the number of votes for and against the resolution. 25 (25) attendees are needed for a ballot vote to be requested. The Chair decides any dispute on any vote. The Chair decides in good faith, and this decision is final.

The Board of Directors Governance and Management of MF: The Board governs and manages the affairs of MF. The Board may hire a paid staff to carry out management functions under the direction and supervision of the Board.

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Article 5 3 of 9

Governance of MF

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(b)

Powers and Duties of the Board: The Board has the powers of means, except as stated in the Corporations Act. The powers and duties of the Board include: (ii) (iii) (v) (i) promoting the mandate of MF; promoting membership in MF;

(iv) (vi)

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(vii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (c) (viii) (i) (d) (e) (f) (g) (i) (ii) or for just cause.

Composition of the Board: The Board's maximum membership: up to sixteen (25) Directors elected at the AGM from among the attendees and/or from the slate put forward by the governance working group. Election of the Community Reps at the First AGM: At the first AGM following the adoption of these Bylaws, the attendees elect the Directors each serving a five year term. Consecutive Terms: Community Members may re-elect any Directors of the Board for a maximum of three (3) consecutive terms for a total of fifteen (15) years, except that the immediate Past Chair may serve an additional term if necessary. Resignation of a Community Rep: A Director including the Chair and immediate Past Chair, may resign at anytime in writing or over video messaging..The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation. Removal Community Rep by Board: The Board may remove any Director including the Chair and the immediate Past Chair, before the end of their term: if the Director has been absent from three (3) consecutive Board meetings without notice;

There must be a 9/10 90% vote at a Board meeting.

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approving all contracts for MF;

Executive Committee to hire staff to operate MF; regulating employees duties and setting their salaries and benefits; maintaining and protecting MF assets and property; approving an annual budget for MF paying all expenses for operating and managing MF paying persons for services and protecting persons from debts of MF; financing the operations of MF, and borrowing or raising monies; making policies for managing and operating MF; maintaining all accounts and financial records of MF; appointing a legal counsel as necessary; making policies, rules and regulations for operating MF and using its facilities and assets; selling, disposing of, or mortgaging any or all of the property of MF; and without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or the paid administrator of MF.

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(h)

Filling a Vacancy: If there is a vacancy on the Board, the remaining Directors may appoint a Community Member in good standing to fill that vacancy for the remainder of the term. At the immediate Past Chair which position remains vacant until the next AGM. next AGM, the attendees must ratify that appointment. This does not apply to the position of

(i)

Meetings of the Board: (i) (ii)

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(iii) (iv) (v) (vi) (vii) (viii) Board. 5.2 (a) (b) (c) (d) (e) (f) Officers (g) (i) (ii) (f) for just cause.

The Officers of MF are: the Chair, Vice-Chair, Secretary and Treasurer. The Officers meet as needed at the call of the Chair. Appointment of Officers: At its first meeting after the AGM, the Board appoints, from among the Directors, all Officers for the following year. The standard term for all Officers shall be five years.

Resignation of an Officer: An Officer, including the immediate Past Chair, may resign from their position by giving one (1) months notice in writing or by video messaging. The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation. Removal of Officer by Board: The Board may remove any Officer, including the immediate Past Chair, before the end of their term: if the Officer has been absent from three (3) consecutive Board meetings; or

There must be a 9/10 %90 vote at a Board meeting. Holding Office: Subject to Sections 5.1(g), (h) and (i), Officers hold office until re-elected or until a successor is elected. If an Officer is removed, that Officers position must be filled at the next meeting of the Board. In the event of a resignation of an Officer, that position must be filled

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quorum. vote, the motion is defeated.

The Board holds at least ten (8) meetings per year. Fifty (50%) percent of the total number of community reps at any Board meeting is a Each community rep, including the Chair and the Past Chair, has one (1) vote. The Chair does not have a second or casting vote in the case of a tie vote. If there is a tie Meetings of the Board are open to the public, but only Directors may vote. For reasons of confidentiality, the Chair may declare a portion of the meeting to be In Camera, at which point, all attendees except Directors must leave the meeting. A meeting of the Board may be held by a conference call, teleconference or using other forms of technology. Directors who participate are considered present for the meeting. Voting via electronic mail is permitted at the discretion of the Chair. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the

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between the date the notice of resignation is given and the date the resignation is accepted by the Board. 5.3 (a)

Board Working Groups / Committees/ Councils Standing Committees: The Board establishes these standing committees: Membership to be approved by board. Community members not on the board are welcome and encouraged to participate. (i) Executive Council;

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(ii) (iii) (v) (iv) (vi) (vii) (viii) . (b) Youth Council iv. (c) Finance Committee: (i) (ii) (d) (i) (ii) (iii) needed

Executive Committee (Officers): i.recruit and select ED. ii.provide general guidance to ED. iii.conduct annual performance evaluation of ED. make recommendations to the board with respect to Manager performance, continuing tenure and compensation. v.oversee operations and respond to crises between board meetings. consists of the Treasurer, who is the Chair, and up to three (3) other Directors appointed by the Board; and ED and/or CFO is responsible for: overseeing annual budget, monitoring revenues and expenditures against budget, reviewing audited financial statements with auditor, approving policies for financial administration, recommending approval of audited financial statements to the AGM and recommending appointment of auditor. Nominating /Governance Committee: consists of the immediate Past Chair, who chairs the committee, and two (2) other Directors appointed by the Board; is responsible for: developing and recommending to the Board criteria for prospective Directors, contacting candidates to determine their interest and identifying and recommending to the board or membership, candidates willing to fill Director vacancies. will oversee the structure of the entire organization with ongoing review and updating as

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Finance Working Group; and Programs Commmittee Training Commmittee Business Leadership Council

Nominating/Governance Working Group

First Nations Leadership and AdvisoryCouncil

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(e)

Other Committees/Councils/Working Groups

(i)

may be established at the request of the Board. Each committee must be chaired by a Director. Each group will determine its role within the larger structure.

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6.1 6.2 (a) (b) previous year. 6.4 (a) (b) Cheques and Contracts of MF 6.5 (a) Committee. (b) (c) (d) (e) (f) Members. The Registered Office Finance and Auditing Place of Inspection: Public Blog

The Registered Office of MF is located in Winnipeg, Manitoba. Fiscal Year: The fiscal year of MF is from September 1 to August 31st of each year. Yearly Audit: There must be a financial audit of MF annually. A qualified accountant appointed at each AGM must do this audit. At each AGM, the Treasurer submits the completed audited for the

Contracts: All contracts of MF must be signed by an Executive Member, or other persons authorized (signing authority) to do so by Board policy or resolution of the Board. Conflict of Interest: A Director who is a party to, or who is a Director or Executive Member of, or has a material interest in any person who is a party to, a material contract or proposed material contract with MF shall disclose the nature and extent of their interest at the time and manner provided by the Board conflict of interest policy. Any such contract or proposed contract shall be referred to the Board for approval even if such contract is one that in the ordinary course of MFs business would not require approval by the Board. Such a Director shall not vote on any resolution to approve such contract or proposed contract except as permitted by Board policy. The Keeping and Inspection of the Books and Records of MF Location of Minute Books: The Secretary keeps the original Minute Books at the Registered Office of MF. This record contains minutes from all meetings of MF, the Board and the Executive Books and Records: The Board keeps and files all necessary books and records of MF as required by the Bylaws, the Societies Act, or any other statutes of laws. Inspection of Books and Records: All relevant public documents will be posted in blog format in a timely fashion by staff or Executive members. Financial Records: All financial records of MF are open for such inspection by the Community Other Records: Other records of MF are also open for inspection, except for records that the Board designates as confidential or fall under privacy legislation.

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Article 6 7 of 9

Finance and Other Management Matters

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6.6 (a) (b)

Borrowing Powers

Borrowing Funds: MF 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. Issuing Debentures: MF may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of MF.

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(a) (b) 6.8 (a) (b) (c) 7.1 (a) (b) (c) Manitoba.

6.7

Payments

No Payments: No Community Member, CR or Officer of MF receives any payment for their services as a Community Member, CR or Officer. Reasonable Expenses Reimbursed: Reasonable expenses incurred while carrying out duties of MF may be reimbursed upon Board approval, this may also include honorariums to sitting members of the board.

Protection and Indemnity of Directors and Officers Indemnity: Each CP or Officer holds office with protection from MF. MF indemnifies each Director and Officer against all costs or charges that result from any act done as part of his role for MF. MF does not protect any CP or Officer from acts of fraud, dishonesty or bad faith. No Liability: No CP or Officer is liable for the acts of any other CP, Officer or employee. No CP 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 Committee. No CPor Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for MF, unless the act is fraudulent, dishonest or in bad faith. Reliance on Auditors Report: Directors or Officers can rely on the accuracy of any statement or report prepared by MFs auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

Amending the Bylaws Amending the Bylaws: These Bylaws may be canceled, altered or added to by a Special Resolution at any AGM or Special Meeting of MF. Notice: The twenty-one (21) days notice of the AGM or Special Meeting of MF must include details of the proposed resolution to change the Bylaws. Effective Date: The amended bylaws take effect after approval by a Special Resolution at the AGM or Special Meeting and after being accepted by the Companies Office at the Province of

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Article 7 8 of 9

Amending the Bylaws

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8.1

No Dividends

MF does not pay any dividends or distribute its property among the Members. 8.2 Dissolving MF

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Board Approved Chair Dated

If MF is dissolved, any funds or assets remaining after paying all debts are paid to one or more registered and incorporated charitable organizations with objects similar to those set out in Article 3. Members select this/these organization(s) by Special Resolution. In no event do any Community Members receive any assets of MF. ENACTED this ___________day of _______________________ 2012

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Article 8
Witness

Distributing Assets and Dissolving MF

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