Article I: Purposes and Goals
The general purpose of the Central Iowa Blues Society, hereinafter also referred to as the society, and incorporated as a non-profit corporation organized exclusively for charitable, educational, religious or scientific purposes within a meaning of Section 501(c)3 of the Internal Revenue Code, shall be:
1) To preserve, cultivate and support the blues in Central Iowa on all levels and in multiple venues,
2) To provide a newsletter of current blues news and events for members,
3) To increase awareness of and appreciation for the blues through society sanctioned educational efforts, and
4) To provide a network of association for area blues lovers.
Article II: Membership and Participation
Section 1 – Prospective members must tender written application for membership to the society by either completing and returning the society’s standard application form or otherwise providing all information requested thereon.
Section 2 – All members must pay annual dues as structured in the society’s standing rules, and otherwise comply with conditions set forth in this document.
Section 3 – The following types of membership shall be available through the society:
A – Active Member: Any person interested in promoting the purposes of the society may become an active member, and shall be entitled to all society privileges, including the right to vote and eligibility to hold office, unless otherwise prohibited within this document.
(1) Single membership is provided for individuals. Children under 18 years of age and residing at home shall enjoy membership privileges and discounts to the extent that these are offered, but shall not be eligible to vote on society matters.
(2) Family membership is provided for spouses or domestic partners, who shall be entitled to one vote each. Children under 18 years of age and residing at home shall enjoy membership privileges and discounts to the extent that these are offered, but shall not be eligible to vote on society matters.
(3) Contributing membership is provided for any Single or Family member who contributes $100 or more, and shall be recognized as such during the membership year in which the contribution was received. A Contributing member shall be entitled to all society privileges, including the right to vote and eligibility to hold office.
B – Other Memberships:
(1) Honorary membership: Any person having gained eminence on behalf of the blues, or any person duly deemed worthy of commensurate society esteem may be elected as an Honorary member by a unanimous vote of the Board of Directors, or by nomination and approval by a majority of the membership present at a general membership meeting. Honorary members shall be exempt from the payment of society dues. An Honorary member shall have the right to vote and eligibility to hold office, unless otherwise prohibited within this document.
(2) Sustaining membership: Any person interested in supporting the purposes of the society, but unable to participate actively may become a Sustaining member, and as such shall be entitled to all society privileges, except for the right to vote and eligibility to hold office.
(3) Corporate Friendship: Any corporation contributing $100 or more shall be a Corporate Friend of the society, and shall be recognized as such during the membership year in which the contribution was received. A Corporate Friend shall not be entitled to vote or eligible to hold office.
Section 4 – The membership of the society shall not be restricted in number.
Article III: Meetings and Elections
Section 1 – The business of the society and all of its component parts shall be governed by parliamentary procedure as set forth in Robert’s Rules of Order, Newly Revised, except as otherwise set forth herein. The Parliamentarian shall resolve procedural questions or concerns arising during the course of business. Such determination of procedural matters is fully binding, and may be reversed only by the Presiding Officer with due cause or a majority of the membership present.
Section 2 – At all regularly scheduled meetings of the General Membership, according to the standing rules, there shall be no quorum requirement.
Section 3 – Special meetings require a quorum of fifteen (15) active members in attendance, and every member must be attempted in good faith to be notified no less than seven (7) days before the meeting. Special meetings may be called by the President or by order of a majority of the membership at a general meeting.
Section 4 – Nominations for new officers shall be opened during the January General Membership meeting each year, and shall remain open until the election, which shall be held during the February General Membership meeting. All nominees must provide oral of written consent to the nomination prior to being placed on the ballot.
Section 5 – Only Active Members in good standing for no less than thirty (30) days shall be entitled to vote in an election or to seek nomination to office.
Section 6 – Voting during the election of officers shall be by secret ballot and shall be tallied by a teller committee chaired by the Parliamentarian.
Section 7 – New officers shall be installed immediately after the election is finalized. The new Board of Directors shall meet before the next General Membership meeting.
Section 8 – No member shall hold more than one elected office at the same time. No elected officer shall serve more than three (3) consecutive full annual terms in the same office, with the exception of the Treasurer, who shall be subject to no term limit. All elected officers shall serve without compensation.
Article IV: Dues and Fiscal Year
Section 1 – Annual dues for membership shall be determined by the General Membership. Annual dues shall be payable during the anniversary month of original membership and shall be considered delinquent if not paid by the first day of the succeeding month. All membership privileges shall lapse thirty (30) days after becoming delinquent. Members who allow their membership to lapse shall be treated as new applicants, if applying for membership at a later date.
Section 2 – All members whose membership was initiated by February 1, 1993 shall be considered Founding members of the society. Founding members who allow their membership to lapse shall forfeit Founding member status, unless said member has maintained membership in good standing for five (5) consecutive years.
Section 3 – The fiscal year of the society shall be the calendar year.
Article V: Officers
Section 1 – The elected officers of the society shall be: President, Vice President, Treasurer, Secretary, Production Coordinator, Marketing Coordinator and Talent & Research Coordinator. The President shall appoint a Newsletter Editor and Parliamentarian. The duties of each office shall be as follows:
President: The President shall preside over meetings of the General Membership and the Board of Directors. The President shall have the authority to sign all contracts and other instruments of writing which have been approved by the General Membership or Board of Directors. The President shall appoint all chairpersons of standing or ad hoc committees and shall be entitled to serve as a member ex officio of all committees.
Vice President: The Vice President shall assist the President at all meetings of the General Membership of Board of Directors and shall act as presiding officer in the absence of the President. The Vice President shall act in an advisory capacity to the President.
Treasurer: The Treasurer shall receive and safely keep all funds of the society and shall safely deposit them into the society’s bank account. All withdrawals shall be approved by the Board of Directors. A report of all receipts and disbursements shall be given to the General Membership at each meeting. The Treasurer shall keep financial records of the society in a consistent place for viewing by the membership and shall process any required year-end reports. All checks and withdrawals from the society account shall be co-signed by the Treasurer and the President, or two (2) other duly authorized members of the Board of Directors in the event that either the President or Treasurer unable to perform such duties. Such authorization must pass the Board of Directors by a simple majority.
Secretary: The Secretary shall keep the minutes of all meetings of the General Membership or Board of Directors. The minutes shall be read, unless dispensed with, and approved and kept available at each meeting. The Secretary shall perform other duties related to the office as designated by the President and approved by the Board of Directors.
Production Coordinator: The Production Coordinator shall be responsible for coordinating all aspects of society sponsored functions, including, but not limited to: site determination, volunteer staffing, set-up and tear-down, etc.
Marketing Coordinator: The Marketing Coordinator shall be responsible for all aspects of marketing the society, including, but not limited to: membership, education, development of society merchandise, promotions, etc.
Talent and Research Coordinator: The Talent and Research Coordinator shall be responsible for the compilation and maintenance of a library of blues materials for use by society members, including a brief informational packet on local and regional blues acts, and with the solicitation of possible blues acts for society functions.
Newsletter Editor: The Newsletter Editor shall oversee the publication of the society newsletter and shall make day-to-day operational decisions necessary in that regard. The Newsletter Editor shall summarize newsletter related activities for the Board of Directors at each of its meetings and shall present for consideration any financial matters concerning newsletter production and publication.
Parliamentarian: The Parliamentarian shall keep order at meetings of the General Membership and Board of Directors. The Parliamentarian shall serve the Board of Directors in an advisory capacity and shall act as an intermediary for the General Membership in handling grievances. Grievances must be submitted to the Parliamentarian in writing and must be signed by the submitting members. The Parliamentarian shall handle all points of procedure as they arise and shall recommend the appropriate course of action to the presiding officer.
Section 2 – The President may form any committee for any general or specific task. Other officers may form those committees necessary for the execution of that particular office.
Section 3 – The outgoing Past President shall serve on the Board of Directors in an advisory capacity for one year upon leaving office, but shall not have a vote on the Board unless otherwise entitled.
Section 4 – Any officer may resign at any time by submitting written notice to the Board of Directors. Any officer may be removed for cause by a simple majority at a special meeting of the General Membership.
Section 5 – Bar owners, professional entertainment promoters, and musicians who make over fifty percent (50%) of their income in such capacity shall not be eligible to hold elected office.
Article VI: Board of Directors
Section 1 – The business affairs of the society shall be transacted by a Board of Directors consisting of the: President, Vice President, Treasurer, Secretary, Production Coordinator, Marketing Coordinator and Talent & Research Coordinator. Also serving on the Board of Directors in an advisory capacity and without a vote are the: Newsletter Editor, Parliamentarian, chairs of all standing committees and Past President (if applicable).
Section 2 – The Board of Directors shall have the authority to spend up to five hundred dollars ($500.00) over and above normal and recurring operational expenses without prior General Membership approval.
Section 3 – The decision of the Board of Directors on any question shall be binding until the next General Membership meeting, at which time a simple majority shall have the option to amend or nullify.
Section 4 – A quorum of the Board of Directors shall consist of a majority of its voting members.
Article VII: Personal Liability
Section 1 – All persons or corporations extending credit to, contracting with, or having claims against the society shall look only to the funds and property of the society for payment of any contract, claim, debt, judgment, damage, personal injury, decree or cause of action. Neither the individual members of the society nor the individual members of the Board of Directors, past or present, shall be held personally responsible for any claim against the society.
Section 2 – Neither the society, the Board of Directors, nor its individual members, past or present, shall be liable for the activities of any non-member claiming association with the society.
Article VIII: Miscellaneous Procedures
Section 1 – Favoritism – No officer or member, while acting on behalf of the society, shall personally accept free or reduced price goods or services from individuals or businesses selling products to or soliciting the business of the society without the approval of the General Membership. The Board of Directors may accept, on behalf of the society, merchandise to be used as prizes at society meetings or events.
Section 2 – Profits – Items may be purchased by the society for resale purposes and may be sold at a reasonable profit. Any such activity must be authorized by the Board of Directors.
Section 3 – Discrimination – The society, or any officer or member acting on behalf of the society, shall in no way discriminate on the basis of: race, creed, color, national origin, religion, age, gender, marital status, veteran status, disability, or sexual orientation.
Section 4 – Debt – The society shall not incur deficit spending.
Section 5 – Dissolution – Upon dissolution of the corporation, the board of trustees shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized exclusively for charitable, educational, religious or scientific purposes or shall at the time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law as the board of trustees shall determine. Any such assets not so disposed shall be disposed of by the court of common pleas of the county in which physical office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.
Article IX: Amendments
Section 1 – Amendments to these bylaws shall be submitted in writing and shall be approved by a two-thirds (2/3) majority of the General Membership.
Last Revised January 2009.