OKLAHOMA BLUES SOCIETY, OKBlues, Inc. BY-LAWS
Article I NAME AND PURPOSE
1.01 The name of the organization shall be “OKBlues, Inc. “(hereinafter referred to as “Organization”). The business of the Organization may be conducted as OKBlues, Inc. or Oklahoma Blues Society.
1.02 The purposes of the Organization shall be:
A. To promote the blues and the culture of blues music in the area through:
(1) The promotion of local artists, as well as regional and national talent;
(2) Fostering an appreciation of the blues and by educating the public about the blues; and
(3) To support community events and organizations by sponsoring events; which will benefit the general community as a whole.
Article II MEMBERSHIP
2.01 Regular Members
Membership shall be open to any person who supports the purposes of the Organization and who shall have paid annual dues. Members shall be entitled to attend monthly meetings and to vote in elections of officers and on issues presented to the membership in general meetings.
2.02 Honorary Members
The Board may, at its discretion, designate certain persons as Honorary Members of the Organization. Honorary Members shall be entitled to the privileges as Regular Members, except that they shall be exempt from the payment of regular dues and shall not be entitled to vote in any Organization election.
2.03 Termination of Membership
Any Member who shall by malfeasance or misconduct, or who does not abide by the purposes of this Organization, may have his or her membership declared void. A motion to notify the Member of intent to declare his or her membership void may be presented to any Director or Officer. If three (3) Directors or Officers vote for the motion, a notice of intent to declare the membership void with details of offenses shall be sent to the named Member. The named Member shall be invited to respond to the motion to the satisfaction of the Directors and Officers. If two-thirds (2/3) of the Directors and Officers in attendance vote in favor of the motion, the membership is declared void.
Article III GENERAL MEETINGS
3.01 Members shall meet in a General Meeting once each year on or about the first week of May. The President of the Organization shall present the agenda, which shall include the annual Financial Report, Committee Reports, and any other business reports. Members shall be notified of the time and place of the General Meeting at least thirty (30) days prior to the meeting.
3.02 Special meetings may be held for any purpose as determined by the Board of Directors.
Article IV BOARD OF DIRECTORS
A. All corporate powers shall be exercised by or under the authority of the Board of Directors (hereinafter referred to as “Board”) and the affairs of the Organization shall be managed under the direction of the Board.
B. The Board shall designate any place for the holding of meetings.
C. The Board shall conduct the regular business of the Organization.
4.02 Number, Election, and Term of Office
A. The Board shall consist of at least three (3) members.
B. The term of each Director shall be two (2) years and shall expire at the
date of the annual meeting following the two year anniversary of their
C. Directors shall be elected by majority vote of the then serving Directors at any duly scheduled or called meeting of the Directors.
D. Directors may, if so elected, serve up to two (2) consecutive elected terms.
E. After one (1) year from termination as a Director, a former Director may be eligible for reelection.
A. Any Director may resign at any time by giving written notice of resignation to the Board; however the acceptance of such resignation shall not be necessary to make it effective.
A. Any individual Director may be removed from office with or without cause by vote of Directors at any regularly scheduled or special meeting of the Board.
4.05 Board Meetings
A. Regular or special meetings of the Board shall be held at any place which has been designated, from time to time, by the Directors.
(1) The Board shall hold no less than ten (10) regular meetings each calendar year at times and places specified by the Board.
(2) Special meetings of the Board for any purpose or purposes shall be called at any time by the President or, if the President is absent or unable to act, by any Vice-President or by any two Directors with two (2) days prior notice.
4.06 Fees and Compensation
A. Directors and members of committees may not receive compensation for their services, provided that they may receive such reimbursement for expenses, as may be fixed or determined by resolution of the Board. 4.07 Action without Meeting
A. Any emergency action may be taken without a meeting if a record or memorandum thereof be made in writing and signed by a majority of Directors. Such record or memorandum shall have the same effect as a meeting of the Board and shall be filed with the Secretary made a part of the corporate records.
Article V QUORUM
5.01 A quorum is the minimum number of persons required to be present before Organization business can be voted on.
5.02 A quorum for the Board shall consist of no less than one third (1/3) of the elected Directors.
5.03 A quorum of the membership shall consist of the number of members present at any regular or special meeting of the Organization, provided an attempt has been made to notify all members of the Organization of the time and place of meeting.
Article VI COMMITTEES (??)
6.01 The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each Committee to consist of one or more of the Directors of the Organization, which to the extent provided in the resolution, shall have and may exercise the powers of the Board in the management of the business and affairs of the Organization, except where action of the Board is required by law, and may authorize the seal of the Organization to be affixed to all papers which may require it.
6.02 Members of the Committee may be appointed from the general membership of the Organization under the direction of the Committee Chairman, but shall have no authority as an agent of the Board.
Article VII OFFICERS
7.01 The Officers of the Organization shall consist of a President, Vice President, Secretary and Treasurer. One person may hold two (2) or more offices; provided, however, that no person shall at the same time hold the offices of President and Secretary.
7.02 The Officers of the Organization shall be members in good standing, elected annually by the general membership, and each shall hold office for (1) one year, but not for more than three (3) consecutive years in the same office, or until he or she shall resign or otherwise be removed. After one (1) year from termination as an Officer, a former Officer may be eligible for reelection.
7.03 Any Officer may resign at any time by giving notice to the Board, or to the President, or to the Secretary of the Organization. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7.04 A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by appointment of the President and confirmed by 2/3 majority of the Board, for the remainder of the term.
7.05 Any Officer who fails to perform the duties of his or her office, either by repeated failure to attend meetings of the Board, or by malfeasance or misconduct, shall be subject to removal from Office. A motion to notify an Officer of intent to declare the office vacant may be presented by any Director. If three (3) Directors vote for the motion, a notice of intent to declare the office vacant with details of the offenses shall be sent to the named Officer. The named Officer shall be invited to respond at the next regularly scheduled Board Meeting. Should the Officer fail to appear, or fail to respond to the satisfaction of the remaining Directors, a motion to declare the office vacant may be presented by the Directors. If one-third (1/3) of the Directors in attendance vote for the motion, the office shall be vacant.
7.06 Duties of President.
A. The President shall serve as Chairman of the Board and preside at all meetings of the Board or general membership. The President shall prepare the agenda of the annual meeting and act as custodian of all records. He shall be an ex-officio member of all standing committees, if any; and the President shall have such usual powers and duties of supervision and management as may pertain to the office of the President and shall have such other powers and duties as may be prescribed by the Board or the By-Laws. The president may also sign checks on behalf of the Organization unless the amount is above $1000, then two (2) signatures will be required.
7.07 Duties of Vice President.
A. The Vice President shall assist the President when necessary, by attending Committee meetings or other community meetings on behalf of the Organization. The Vice President performs the duties of the President in the event the President is unable to fulfill his/her responsibilities. He/She presides over meetings if the President is unable to attend.
7.08 Duties of Secretary.
A. The Secretary shall keep the minutes of all regularly scheduled meetings. The Secretary shall also be responsible for keeping accurate records of all Organization business, including but not limited to, all minutes, meeting notices, correspondence, copies of financial reports, copies of up-to-date by-laws, articles of incorporation paperwork, copies of all newsletters, copies of all requests for funds generated by the Organization and any other historical documents that pertain to the ongoing business of the Organization. The Secretary shall keep the corporate seal of the Organization in safe custody. The Secretary shall also sign, with the President or Vice-President, all contracts, deeds, licenses and other instruments when so ordered. The Secretary shall make such reports to the Board as they may request and shall also prepare such reports and statements as are required by the laws of the State of Oklahoma and shall perform such other duties as may be prescribed by the Board or by the By-Laws. The Secretary will pass this information on to the next Secretary at the end of his/her term.
B. The Assistant Secretary or Secretaries,· if any, shall perform the duties of the Secretary in the case of the absence or disability of the Secretary and such other duties as may be specified by the Board.
7.09 Duties of Treasurer.
A. The Treasurer shall be responsible for all funds of the Organization. He/She shall receive and issue receipts for monies due and payable to the Organization from any source and deposit all monies in the name of the Organization. The Treasurer will prepare accurate and timely financial reports to be presented at regularly scheduled board meetings and the annual membership meeting. The Treasurer is responsible for assuring all bank statements and other Organization records are kept neatly filed and safe. The Treasurer is accountable for all expenditures of the Organization and must keep good records, including receipts, to backup every transaction. Treasurer may sign checks on behalf of the Organization, unless the amount is above $1000, then two (2) signatures will be required.
B. The Assistant Treasurer or Treasurers, if any, shall perform the duties of the Treasurer in the event of the absence or disability of the Treasurer and such other duties as the Board may determine.
Article VIII Elections of Officers
8.01 Nominations may be submitted to the Board by any Member, in good standing, thirty (30) days prior to the annual meeting and voted on by the general membership.
8.02 The election procedure for the election of Officers shall be by written ballot and shall be conducted according to procedures set forth by the Board. Voting is restricted to members who have paid dues for the current membership year.
Article IX Dues
9.01 The General Membership shall determine Annual dues for membership. Annual dues shall be payable during the anniversary month of the 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 being delinquent. Members who allow their membership to lapse shall be treated as new applicants, if applying for membership at a later date.
Article X Expenditures
10.01 In general, no expenditure of the Organization funds shall be made without the prior written approval of the Board.
10.02 No Officer, Director, or Member of the Organization shall make any verbal or written commitment of the Organization funds without prior written approval of the Board.
10.03 All persons or corporations extending credit to, contracting with, or having claims against the Organization shall look only to the funds and property of the Organization for payment of any contract, claim, debt, judgment, damage, personal injury, decree, or cause of action. No individual Member, Board Member, or Officer, past or present, shall be held personally responsible for any claim against the Organization.
10.04 The Board or any Committee thereunto authorized may authorize any Officer or Officers, agent or agents, to enter into any contract or to execute and deliver in the name and on behalf of the Organization any contract or other instrument, and such authority may be general or may be confined to specific instances.
10.05 All checks, drafts or other orders for the payment of money, notes, acceptances or other evidences of indebtedness issued by or in the name of the Organization shall be signed by such Officer or Officers, agent or agents of the Organization and in such manner as shall be determined, from time to time, by resolution of the Board.
10.06 No loans shall be contracted on behalf of the Organization unless authorized by the Board.
Article XI Amendments
11.01 Amendments to the By-Laws may be proposed by any Member at any time and submitted to the Board for approval. If approved by the Board, members at the next General Meeting (or special meeting) shall be presented with the proposed amendment for action.
11.02 Notice of any Special Meeting at which proposed Amendment(s) to the By-Laws are to be presented, must be given to members at least ten (10) days prior to the meeting.
11.03 Amendment to the By-Laws shall be considered ratified when approved by two-thirds (2/3) vote of the members present at the meeting.
Article XII Rules of Order
12.01 When not in conflict with the By-Laws, the Rule of Order of the Organization shall be Robert’s Rules of Order, Revised.
12.02 At the discretion of the presiding Officer, time limits or other limits may be applied to discussion or debate of issues or nominations before the floor, provided such limits are imposed in a manner that is fair to all participants.
Article XIII Miscellaneous
13.01 The fiscal year of the Organization shall be determined by the Board.
13.02 The corporate seal shall be a device containing the name of the Organization and the word “Oklahoma.”
13.03 Inspection of Corporation Records – The books of account, copy of the By-Laws as amended, certified by the Secretary, and minutes of proceedings of the Directors and of committees of the Directors shall be open to inspection upon the written demand of any Director, at any reasonable time, and for a purpose reasonably related to the interests such Director as a Director and shall be exhibited at any time when required. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a Directors’ meeting shall be made in writing to the President, Secretary or Assistant Secretary of the Organization.
A. Whenever, under the provisions of these By-Laws, notice is required to be given to any Director, Officer or Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by U.S. mail, addressed to such Director, Officer or Member at such address as appears on the books of the Organization, or by email. If notice is given by email, confirmation of receipt is required.
Article XIV Conflicts of Interest
14.01 A Director, Officer, or Committee Member shall be deemed to have a conflict of interest in any matter involving his or her partner, business associate, immediate family member, or a facility or association in which Director, Officer, or Committee Member has any monetary interest.
A. Whenever a Director, Officer, or Committee Member has cause to believe that a matter to be voted upon would involve him or her in a conflict or possible conflict of interest, said Director, Officer, or Committee Member shall announce the conflict of interest and shall abstain from voting on such matter. The question of whether an actual conflict exists shall be decided by a majority vote of the Directors or the Committee in which the Member having the conflict or possible conflict of interest is serving. Any other Directors, Officers, or Committee members present who have already been disqualified from voting on the issue because of their own similar conflicts of interest shall be excluded from voting on the determination of the existence of any such conflict of interest.
14.02 Any other person may raise a question of conflict of interest or possible conflict of interest with respect to any Director, Officer, or Committee Member present.
Article XV Liability and Indemnification of Directors and Officers
15.01 Each Director, Officer, and Committee Member of the Organization now or hereafter serving as such, shall be indemnified by the Organization against any and all claims and liabilities to which the Director, Officer or Committee Member has or shall become subject by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Director or Officer; and the Organization shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claims arising out of his or her own willful misconduct, gross negligence, or criminal acts. The amount paid to any Officer or Director by way of indemnification shall not exceed his or her actual, reasonable, and necessary expenses incurred in connection with the matter involved.
15.02 The right of indemnification herein above provided for shall not be exclusive of any rights to which any Director or Officer of the Organization may otherwise be entitled by law.
The foregoing By-Laws, after having been read article by article, were adopted by the Directors and certified by the Secretary of OBS, Inc. at the Board meeting held on the ________day of _________________, 2012.