BYLAWS OF THE COLORADO BLUEGRASS MUSIC SOCIETY,
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| ARTICLE 1 - Business Office |
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| Section 1 | PRINCIPAL OFFICE: The principle office of the Corporation
shall be located in the state of Colorado, at the place of residence
of the President, or if there be none, the place of residence of
the Secretary. |
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| Section 2 | CHANGE OF ADDRESS: The Board of Directors may change
the designated location of the principal office. |
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| Section 3 | OTHER OFFICES: The Corporation may also have offices
at such other places where it is qualified to do business, as its
business and activities may require, as designated by the Board
of Directors. |
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| Section 4 | CORPORATE AGENT: The Board of Directors shall designate
the Registered Agent of the Corporation. |
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| ARTICLE 2 - Nonprofit Purpose |
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| Section 1 | IRC SECTION 501(c)(3) PURPOSE: The Corporation is
organized exclusively for one or more of the purposes specified
in Section 501(c)(3) of the Internal Revenue Code, including for
such purposes, the making of distributions to organizations that
qualify as exempt organizations in Section 501(c)(3) of the Internal
Revenue Code. |
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| Section 2 | SPECIFIC OBJECTIVES AND PURPOSES: The primary objective
of the Corporation shall be to promote and encourage the development,
performance and preservation of bluegrass music. |
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| ARTICLE 3 - Non-Discrimination Policy |
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| Section 1 | The Colorado Bluegrass Music Society shall not discriminate
in any programs or activities on the basis of race, national origin,
color, creed, religion, sex, martial status, age, veteran status,
sexual orientation, or disability. |
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| ARTICLE 4 - Membership and Fees |
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| Section 1 | CLASSES OF MEMBERSHIP: The Board of Directors shall
have the authority to establish classes of membership and set subscription
fees. |
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| Section 2 | MEMBERSHIP VOTES: Each membership is entitled to one
vote at general meetings of the Corporation, regardless of the number
of individuals included in such membership. |
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| Section 3 | REVOCATION: The Board of Directors shall have the
power to revoke the membership of any individual or organization
whose participation in the Corporation is determined by the board
to be detrimental to the purposes set forth in Article 2 of these
Bylaws. |
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| ARTICLE 5 - General Meetings |
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| Section 1 | ANNUAL MEETING: An annual meeting of the Corporation
shall be held each year at a time and place selected by the Board
of Directors. |
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| Section 2 | OTHER GENERAL MEETINGS: A general meeting of the membership
of the Corporation may be called by the Board of Directors at any
time. A general meeting shall also be called by the Board upon written
petition of TEN PERCENT (10%) of the members of the Corporation. |
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| Section 3 | QUORUM: TEN PERCENT (10%) of members shall constitute
a quorum at any general meeting of the Corporation for the purpose
of conducting business. |
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| Section 4 | NOTICE: Notice of the date, time, and place of all
general meetings shall be mailed to all members at least FIFTEEN
(15) days in advance of such meetings. |
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| ARTICLE 6 - Board of Directors |
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| Section 1 | NUMBER AND TERM OF ELECTED DIRECTORS: SEVEN (7) Directors
shall be elected by the membership of the Corporation. Directors
elected by the membership shall hold office for a term of TWO (2)
consecutive years. If there are an odd number of elected Directors,
the terms of a bare majority shall expire in even numbered years,
and if there is an even number of elected Directors, the terms of
one-half of the elected directors shall expire each year. |
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| Section 2 | NOMINATION AND ELECTION OF DIRECTORS: Elections to
fill vacancies on the Board of Directors shall be held in the month
of December. The Board shall solicit nominations prior to the election.
Any individual member may become a candidate by submitting a written
request to the Board of Directors at least THIRTY (30) days prior
to the election. Ballots for such election will be distributed to
the membership by mail a minimum of FIFTEEN (15) days before the
election date. All candidates shall be listed on one ballot, and
the candidates receiving the greatest number of votes shall be elected.
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| Section 3 | MEETINGS: The Board of Directors shall meet at times
and places set at the discretion of the Board. Special meetings
of the Board may be called at any reasonable time by the President
or any three Directors. |
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| Section 4 | MEETING NOTICE: The Secretary shall give notice my
mail, telephone, or in person of all meetings of the Board to each
Director at least SEVEN (7) days before each meeting. The time and
place of regular meetings of the Board shall also be made available
to the general membership. |
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| Section 5 | QUORUM AND PROXIES: Unless otherwise designated in
these bylaws, a simple majority of the Board of Directors shall
constitute a quorum to conduct the business of the Corporation.
A Board member who is unable to be present at a meeting may substitute
a proxy vote on a specific issue. Such proxies shall be submitted
to the President or Secretary in writing, by facsimile transmission,
or by electronic mail, and will count toward a quorum on the particular
issue covered by the proxy. |
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| Section 6 | ATTENDANCE: Three consecutive absences by a Director
from Board meetings without an excuse deemed valid by the Board
shall be construed as a resignation. |
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| Section 7 | REMOVAL FROM OFFICE: A Director may be removed from
office by a unanimous vote of a quorum of the Directors. |
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| Section 8 | VACANCIES: Vacancies on the Board of Directors resulting
from the death, resignation, or removal of a Director shall be filled
at the next meeting of the Board of Directors following such vacancy.
Such appointments shall be by majority of vote of the Board, and
will be effective until expiration of the term of office of the
replaced Director. |
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| Section 9 | PAST PRESIDENT: The immediate past President of the
Corporation, if not otherwise a member of the Board, shall serve
as a Director for one year following the expiration of his or her
term of office as President. |
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| ARTICLE 7 - Officers |
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| Section 1 | TITLES: The officers of the Corporation shall be the
President, Vice President, Secretary, and Treasurer. The Board of
Directors may elect additional officers as it may deem necessary.
Any two or more offices may be held by the same person, except the
office of President. |
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| Section 2 | ELECTION AND TERMS OF OFFICE: Officers of the Corporation
shall be elected annually by the Board of Directors during the month
of January. Officers shall serve a term of one year until the election
of their successors. |
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| Section 3 | QUALIFICATIONS: Officers elected by the Board of Directors
shall be members of the Colorado Bluegrass Music Society. They are
not required to be members of the Board prior to their election. |
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| Section 4 | VOTING PRIVILEGES: Unless otherwise designated by
the Board of Directors, all officers elected by the Board shall
be voting members of the Board during their term of office. |
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| Section 5 | VACANCIES: A vacancy in the office of President shall
be filled by the Vice President until the expiration of the term
of the office of President. A vacancy in any other office may be
filled temporarily by the President by appointment. Vacancies shall
be filled by the Board of Directors at the next regular meeting
of the Board following such vacancy. |
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| Section 6 | NON-LIABILITY OF OFFICERS: No Officer or Director
shall be personally liable to the Corporation or to its members
for any debts or damages incurred by the Corporation. |
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| Section 7 | DUTIES OF PRESIDENT: The President shall be the chief
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall supervise and control the affairs
of the Corporation and the activities of the Officers. The President
shall chair all meetings of the Board of Directors and general meetings,
and perform other duties as required by the Board of Directors. |
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| Section 8 | DUTIES OF THE VICE PRESIDENT: In the absence of the
President, or in the event of his or her inability to act, the Vice
President shall perform all duties of the President. |
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| Section 9 | DUTIES OF THE SECRETARY: The Secretary shall:
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| Section 10 | DUTIES OF THE TREASURER: The Treasurer shall:
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| Section 11 | DUTIES OF OTHER OFFICERS: The Board of Directors
shall specify the duties of any officers elected in addition to
those described above. Any Officer whose duties include the receipt
and disbursement of funds shall be subject to the same requirements
as the Treasurer in the handling of such funds. |
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| ARTICLE 8 - Committees |
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| Section 1 | APPOINTMENT: The President, with the approval of the
Board of Directors, may authorize the appointment and define duties
of such committees as necessary to carry out the business of the
Corporation. The President shall appoint the Chair of each committee.
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| Section 2 | DUTY OF COMMITTEE CHAIR: The Chair of each committee
shall report to the Board of Directors as requested on committee
proceedings. A committee Chair may designate a member of the committee
to represent the committee at Board meetings. |
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| Section 3 | DURATION: The duration of committee appointments shall
be at the will of the President and Board of Directors. |
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| Section 4 | POWERS: No committee or and member thereof shall take
or make public any action or resolution, or in any way commit the
Corporation on any matter of policy or matters of general public
interest without having first received specific approval or instructions
from the Board of Directors. No committee or member thereof shall
commit the Corporation to any legal or financial obligation without
prior approval of the Board of Directors. |
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| ARTICLE 9 - Finances |
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| Section 1 | SOURCES: Sources of the funds for the operation of
the Corporation shall include, not be limited to, subscription fees,
proceeds of events sponsored by the Corporation, voluntary contributions,
and grants and contributions from organizations or other sources
whose purposes and functions are in harmony with the purpose of
the Corporation. Voluntary contributions other than subscription
fees shall not entitle that contributor to voting rights. |
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| Section 2 | DEPOSITS AND WITHDRAWALS: The funds of the Corporation
shall be deposited in such banks or trust companies as the Board
of Directors shall designate. Withdrawals shall be by check signed
by the President, Treasurer, or other officers designated by the
Board. |
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| Section 3 | FISCAL YEAR: The fiscal year of the Corporation shall
run form January 1 through December 31. |
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| ARTICLE 10 - IRC 501(c)(3) Tax Exemption
Provisions |
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| Section 1 | LIMITATIONS ON ACTIVITIES: No substantial part of
the activities of this Corporation shall be the carrying of propaganda
or otherwise attempting to influence legislation. This Corporation
shall not participate or intervene in (including the publishing
of statements) any political campaign on behalf of, or in opposition
to, any candidates for public office. |
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| Notwithstanding any other provisions of the Bylaws,
this Corporation shall not carry on any activities not permitted
to be carried on by (i) a Corporation exempt from federal income
tax as described in Section(c)(3) of the Internal Revenue Code,
or (ii) by a corporation, contributions to which are deductible
as described in Section 170 c)(2) of the Internal Revenue Code. |
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| Section 2 | PROHIBITION AGAINST PRIVATE INUREMENT: No part of
the net earnings of the Corporation shall inure to the benefit of
or be distributed to its directors, officers, or other private persons,
except that Corporation shall be authorized to pay reasonable compensation
for services rendered and to make payments and distributions in
furtherance of the purposes of this Corporation. |
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| Section 3 | DISTRIBUTION OF ASSETS: Upon the dissolution of Corporation,
the Board of Directors shall, after paying or making provision for
the payment of all of the liabilities of the Corporation, dispose
of all assets of the Corporation exclusively for the purposes of
the Corporation, or distribute such assets to the International
Bluegrass Music Museum and/or the International Bluegrass Music
Association. |
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| ARTICLE 11 - Amendments |
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| The Board of Directors shall have the power to make,
alter, or amend these Bylaws by majority vote at any meeting of
the Board. |
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| ARTICLE 12 - Rules of Order
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| Except as otherwise provided in these Bylaws and the
Articles of Incorporation, Robert's Rules of Order shall control
in all questions of parliamentary procedure. |
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| ARTICLE 13 - Availability of Documents |
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| Copies of these Bylaws and the Articles of Incorporation
shall be kept by the Secretary, and made available to any member
on request. |
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| ARTICLE 14 - Construction and Terms |
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| If there is a conflict between these Bylaws and the
Articles of Incorporation, the Articles of Incorporation shall prevail.
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| Should any of the provisions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions
of these Bylaws shall be unaffected by such holding. |
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| All references in these Bylaws to a section or sections
of the Internal Revenue Code shall be to such sections of the Internal
Revenue Code of 1986 as amended form time to time, or corresponding
provisions of any future United States tax code. |
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President ( Robert J Lienhart ) 11/9/97 Vice President ( Barry R. Willis ) 11/9/97 Treasurer ( J. Lynn Chance ) 11/9/97 Secretary ( Michael Dow ) 11/9/97 Director (John W. Schmidt ) 11/9/97 Director ( Richard Pierle ) 11/9/97 Director ( Susan L. Coulter ) 11/9/97 Director ( Robert Cherry ) 11/9/97 |
