BY LAWS OF THE INLAND EMPIRE BLUES SOCIETY

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BY LAWS OF THE INLAND EMPIRE BLUES SOCIETY

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.