Name of Corporation
The name of the Non-Profit 501(3c) Corporation shall be the Inland Empire Blues Society.
The purposes of the Inland Empire Blues Society shall be to support, preserve, and promote the blues through such social events as concerts, festivals, a newsletter, and social media.
Membership in the Inland Empire Blues Society shall be open to any person interested in furthering the purposes and objectives of the Society. Persons may become members by completing a membership application and paying annual dues. Members will receive a card identifying membership in the Society. Membership is not transferable. Types of membership, annual dues, and privileges of membership shall be determined by the Board of Directors according to the activities being carried out by the Society at any given time.
Operations of The Board of Directors
Section 1. General Responsibilities
The Board of Directors is responsible for the management of the affairs of business and property of the Society.
Section 2. Members of the Board of Directors
There shall always be an uneven number of Board Members, but no more than 9. Board Members may remain Board Members as long as they remain current members and are active in the organization are on the Board. There shall be no new Board Members unless an existing Member shall leave, such as retiring. In such instances, a new Member of the Board of Directors shall be chosen by at least one sitting Board Member and then elected by a quorum of two-thirds of the seated Board of Directors. Should any Board Member have more than three unexcused absences in a year, he/she shall be considered as having retired from The Board of Directors.
Section 3. Meetings
The Board of Directors & Officers of the IEBS shall hold such meetings as are required for the transaction of Society business, provided that at least one meeting be held in each calendar quarter. Meetings of The Board of Directors shall be open to members of the Society upon invitation from a Board Member. However, the Board may, at their discretion, elect to conduct business in a closed session.
Section 4. Quorum
A two thirds majority of Board Members shall constitute a quorum for the transaction of business. Each Board Member shall have one vote. Issues coming before the Board Members shall be voted upon at regular Board Meetings. The only exception being emergencies or time-sensitive issues needed to be settled before the next regular Board Meeting. In such cases a proxy vote by an electronic device which is written, such as a text or email, should also be voted upon by the two-thirds quorum of Board Members, then revisited at the next regular Board Meeting so it can be officially recorded in the minutes of that meeting. In case of a tie vote at a regular Board Meeting, the tie could be broken by proxy vote using an electronic device, with the issue being recorded as voted upon at the next regular Board Meeting.
Section 5. Committees
The Board of Directors shall appoint such committees as are needed for the effective operation of the Society, and shall determine each committee’s purpose and term of existence.
Section 6. Representatives
The Board of Directors shall appoint such representatives as they may deem appropriate to act as agent in carrying out the official business of the Society, including the execution of official documents on behalf of the Society.
Elections of Officers
Section 1. Officers
The Board of Directors shall determine the number of positions of officers appropriate for carrying out the activities of the Society, but shall not be less than three persons. A President, Vice-President, Secretary, and Treasurer shall be elected biannually at the Membership Meeting one month after the end of the fiscal year. Nominations shall be solicited and a list of final recommended candidates shall be presented to The Board for approval at least 60 days prior to the election date. Board Members shall be allowed to serve as officers of this organization only in the event they are duly nominated and elected by Membership.
Section 2. Officers Term of Office, Vacancies, Removal
2.a. Term of Office: Only Members of the Society who are in good standing shall be allowed to serve as Officers of the Society. Officers shall be elected to and serve a two year term. Each Officer shall hold office until his/her successor shall have been duly elected, transitioned and trained in the new position.
2.b. Vacancies: In case of a vacancy of an office during an elected term, a replacement Officer will be appointed by The Board of Directors, with the appointed Officer considered Pro-tem. The Pro-tem Officer will then assume the responsibilities of that office and will fill out the remaining term of that Office until the next regular election of Officers.
2.c. Removal: An Officer may be removed from office only for good cause or if they are not fulfilling their duties of their Office, by a two-thirds majority vote of The Board of Directors. Notice of removal will be given to the removed Officer immediately.
Section 3. Duties of Officers
The President shall preside over monthly meetings of the General Membership of the Society; shall act as official spokesman, or appoint someone to assist in being Master of Ceremonies for the society; and shall perform other duties as directed by The Board of Directors.
The Vice-President shall perform the duties of the President in his/her absence and shall perform other duties as directed by The Board of Directors
The Secretary shall record the minutes and attendance of all Board meetings and distribute to Board Members; shall handle the correspondence, including meeting notices of the Society as directed by the Board of Directors; shall be responsible for maintaining the non financial records of the Society; and shall perform other duties as directed by The Board of Directors.
The Treasurer, in conjunction with the financial committee, consisting of two individuals appointed by The Board of Directors, shall be responsible for all financial records and reports of the Society; shall maintain the financial records in good order and shall render accurate financial reports a minimum of once a quarter to The Board of Directors, and in a timely manner to appropriate governmental agencies, and to any other organization or entity having legal entitlement to the information as directed by The Board of Directors.
Due to the attention to detail, accounting skills and time commitment necessary to assume the position of Treasurer, a potential candidate for the office of Treasurer must volunteer to work with the existing Treasurer on the Finance Committee for a period of not less than three months prior to seeking nomination by notification to The Board of Directors.
The Fiscal year of the Inland Empire Blues Society shall be from September 1 through August 31 of each year.
Amendments to these by-laws may be proposed by The Board of Directors. In addition, The Board of Directors, with two-thirds majority vote at a Board Meeting, may make such changes as they deem necessary, upon determination that such changes are beneficial to the Society as a whole.
By-Laws of the Inland Empire Blues Society were amended by a
unanimous vote of all Board Members present at the
|© 2016 Inland Empire Blues Society