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A Washington Non-Profit Corporation
ARTICLE I
Name of Corporation
The name of the Corporation shall be the Inland Empire Blues Society.
ARTICLE 11
Purposes
The purposes of the Inland Empire Blues Society shall be to support, preserve, and promote the blues
through such social events as concerts, festivals, and a newsletter.
ARTICLE III
Membership
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.
ARTICLE IV
Meetings of the Membership
Section 1. Annual Meeting
The Society shall hold an annual meeting of the membership at which time the Board of Directors shall
report on the activities and finances of the previous year, and present a proposed budget and plan for
activities for the coming year. Election or installation of new officers and other membership votes will
appropriately take place at the annual meeting.
Section 2. Special Meetings
Special meetings of the membership may be called by the Board of Directors as necessary, or upon
request of five or more members presented to the Board.
Section 3. Notice of Meetings
Written notice of membership meetings and an agenda of the business to be conducted shall be mailed
to members entitled to vote not less than ten days in advance of said meeting.
Section 4. Quorum
Members present at the annual or a special meeting of the membership shall constitute a quorum.
Voting shall be by members present at the meeting entitled to vote, and there shall be no proxy voting.
ARTICLE V
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
Members of the Board shall be considered those people who have started this organization. There shall
be no new Members of the Board unless an existing Member shall leave, such as retiring. In such
instances, a new Member of the Board shall be chosen by the remaining Members, providing the new
member be accepted unanimously, and always having an uneven number of Board Members. Board
Members shall be allowed to serve as officers of this organization only in the event they are duly
nominated and elected.
Section 3. Number of Officers
The Number of positions of Officers shall be determined by the Board of Directors as it deems
appropriate for carrying out the activities of the Society, But Shall not be less than three persons.
Section 4. Term of Office
Officers shall serve a one-year term of office. Approximately half the number shall be elected every
other six-month period. Initially staggered terms will be determined by drawing straws.
Section 5. Elections
Officers shall be elected by a majority vote of those members entitled to vote. Nominations shall be
solicited by a Nominating Committee and a list of recommendations shall be presented to the Board of
Directors for approval. Those nominated shall be members of the Society, although no person shall be
nominated or elected who is a practicing blues musician, a blues club owner/manager, or anyone else
who might financially benefit from an elected position of this society. This final list of candidates shall be
received by the Board of Directors at least 60 days before the Annual Meeting of the Membership.
Ballots shall be mailed to all voting members at least 30 days before the Annual Meeting; and shall be
returned at least 15, days before the Annual Meeting.
Section 6. Removal from Office
An Officer may be removed from of office for cause by a two-thirds affirmative vote of the members
entitled to vote at a regularly called meeting of the voting membership. Notice of such proposed removal
shall be given to said Officer at least 15 days prior to the date of such meeting, and must state the
cause for the proposed removal.
Section 7. Vacancies
Any vacancy occurring in an Officer position shall be filled by appointment by the Board of Directors with
two-thirds vote of approval by the Board. Such an appointment to fill a vacancy shall serve for the
unexpired term of his/her predecessor.
Section 8. 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 shall be held in each calendar
quarter. Meetings of the Board of Directors shall be open to members of the Society; however, the
Board may, at their discretion, elect to conduct business in closed session. Unexcused absences by
Society Officers from three consecutive regular Society meetings shall be considered as resignation
from the Society.
Section 9. Quorum
A majority of Board Members and/or Society Officers shall constitute a quorum for the transaction of
business. Each Board Member/Society Officer shall have one vote.
Section 10. 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 11. 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.
Section 12. Officers
A President, Vice-President, Secretary, and Treasurer shall be elected annually at the first regular
meeting. If the election of officers cannot be held at such meeting, such elections shall be held at the
earliest regular meeting as is possible.
12.a. Officers Term of Office Vacancies, Removal
Officers shall serve a one-year term. Vacancies may be filled, or new offices created and filled, at any
regular meeting. Each Officer shall hold office until his/her successor shall have been duly elected. An
Officer may be removed from office for good cause by a two-thirds majority vote at a regular meeting.
Notice of such proposed removal will be given to said Officer at least 15 days prior to the date of such
meeting and must state the cause for the proposed removal.
12.b. Duties of Officers
The President shall preside over all meetings of the General Membership of the Society; shall call such
meetings of the General Membership as are deemed necessary; shall act as official spokesman 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 meetings of the General Membership; shall
handle the correspondence, including meeting notices, of the, Society as directed by the President
and/or 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,
The Treasurer 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, including an annual budget,
to the Board and General Membership, to appropriate governmental agencies, and to any other
organization or entity having legal entitlement to the information as directed by the Board.
ARTICLE VI
Fiscal Year
The Fiscal year of the Society shall be from September 1 through August 31 of each year.
ARTICLE VII
Amendments
Amendments to these by-laws may be proposed by the Board of Directors, or by petition of ten or more
members entitled to vote. In addition, the Board of Directors, with two-thirds majority vote, may make
such changes as they deem necessary, upon determination that such changes are beneficial to the
Society as a whole. The Board of Directors shall place the proposed amendment(s) before the members
entitled to vote by a ballot mailed to the current address given in the official membership list of the
Society. Ballots shall be mailed to the membership not less than 20 days before the reply deadline.
Reply shall be by mail to the Society, or optionally may be received in person by the appropriate Board
designate by the same deadline. An affirmative vote of two-thirds of the returned ballots shall be
required for approval of the proposed amendments, The provision of the amendment(s) shall become
effective upon approval.
ARTICLE I
Name of Corporation
The name of the Corporation shall be the Inland Empire Blues Society.
ARTICLE 11
Purposes
The purposes of the Inland Empire Blues Society shall be to support, preserve, and promote the blues
through such social events as concerts, festivals, and a newsletter.
ARTICLE III
Membership
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.
ARTICLE IV
Meetings of the Membership
Section 1. Annual Meeting
The Society shall hold an annual meeting of the membership at which time the Board of Directors shall
report on the activities and finances of the previous year, and present a proposed budget and plan for
activities for the coming year. Election or installation of new officers and other membership votes will
appropriately take place at the annual meeting.
Section 2. Special Meetings
Special meetings of the membership may be called by the Board of Directors as necessary, or upon
request of five or more members presented to the Board.
Section 3. Notice of Meetings
Written notice of membership meetings and an agenda of the business to be conducted shall be mailed
to members entitled to vote not less than ten days in advance of said meeting.
Section 4. Quorum
Members present at the annual or a special meeting of the membership shall constitute a quorum.
Voting shall be by members present at the meeting entitled to vote, and there shall be no proxy voting.
ARTICLE V
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
Members of the Board shall be considered those people who have started this organization. There shall
be no new Members of the Board unless an existing Member shall leave, such as retiring. In such
instances, a new Member of the Board shall be chosen by the remaining Members, providing the new
member be accepted unanimously, and always having an uneven number of Board Members. Board
Members shall be allowed to serve as officers of this organization only in the event they are duly
nominated and elected.
Section 3. Number of Officers
The Number of positions of Officers shall be determined by the Board of Directors as it deems
appropriate for carrying out the activities of the Society, But Shall not be less than three persons.
Section 4. Term of Office
Officers shall serve a one-year term of office. Approximately half the number shall be elected every
other six-month period. Initially staggered terms will be determined by drawing straws.
Section 5. Elections
Officers shall be elected by a majority vote of those members entitled to vote. Nominations shall be
solicited by a Nominating Committee and a list of recommendations shall be presented to the Board of
Directors for approval. Those nominated shall be members of the Society, although no person shall be
nominated or elected who is a practicing blues musician, a blues club owner/manager, or anyone else
who might financially benefit from an elected position of this society. This final list of candidates shall be
received by the Board of Directors at least 60 days before the Annual Meeting of the Membership.
Ballots shall be mailed to all voting members at least 30 days before the Annual Meeting; and shall be
returned at least 15, days before the Annual Meeting.
Section 6. Removal from Office
An Officer may be removed from of office for cause by a two-thirds affirmative vote of the members
entitled to vote at a regularly called meeting of the voting membership. Notice of such proposed removal
shall be given to said Officer at least 15 days prior to the date of such meeting, and must state the
cause for the proposed removal.
Section 7. Vacancies
Any vacancy occurring in an Officer position shall be filled by appointment by the Board of Directors with
two-thirds vote of approval by the Board. Such an appointment to fill a vacancy shall serve for the
unexpired term of his/her predecessor.
Section 8. 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 shall be held in each calendar
quarter. Meetings of the Board of Directors shall be open to members of the Society; however, the
Board may, at their discretion, elect to conduct business in closed session. Unexcused absences by
Society Officers from three consecutive regular Society meetings shall be considered as resignation
from the Society.
Section 9. Quorum
A majority of Board Members and/or Society Officers shall constitute a quorum for the transaction of
business. Each Board Member/Society Officer shall have one vote.
Section 10. 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 11. 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.
Section 12. Officers
A President, Vice-President, Secretary, and Treasurer shall be elected annually at the first regular
meeting. If the election of officers cannot be held at such meeting, such elections shall be held at the
earliest regular meeting as is possible.
12.a. Officers Term of Office Vacancies, Removal
Officers shall serve a one-year term. Vacancies may be filled, or new offices created and filled, at any
regular meeting. Each Officer shall hold office until his/her successor shall have been duly elected. An
Officer may be removed from office for good cause by a two-thirds majority vote at a regular meeting.
Notice of such proposed removal will be given to said Officer at least 15 days prior to the date of such
meeting and must state the cause for the proposed removal.
12.b. Duties of Officers
The President shall preside over all meetings of the General Membership of the Society; shall call such
meetings of the General Membership as are deemed necessary; shall act as official spokesman 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 meetings of the General Membership; shall
handle the correspondence, including meeting notices, of the, Society as directed by the President
and/or 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,
The Treasurer 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, including an annual budget,
to the Board and General Membership, to appropriate governmental agencies, and to any other
organization or entity having legal entitlement to the information as directed by the Board.
ARTICLE VI
Fiscal Year
The Fiscal year of the Society shall be from September 1 through August 31 of each year.
ARTICLE VII
Amendments
Amendments to these by-laws may be proposed by the Board of Directors, or by petition of ten or more
members entitled to vote. In addition, the Board of Directors, with two-thirds majority vote, may make
such changes as they deem necessary, upon determination that such changes are beneficial to the
Society as a whole. The Board of Directors shall place the proposed amendment(s) before the members
entitled to vote by a ballot mailed to the current address given in the official membership list of the
Society. Ballots shall be mailed to the membership not less than 20 days before the reply deadline.
Reply shall be by mail to the Society, or optionally may be received in person by the appropriate Board
designate by the same deadline. An affirmative vote of two-thirds of the returned ballots shall be
required for approval of the proposed amendments, The provision of the amendment(s) shall become
effective upon approval.
| Maintenance by IEBS © 2009 Inland Empire Blues Society Contact: ieblues@ieblues.org |
www.ieblues.org
