Central MS Blues Society By-Laws

THE CENTRAL MISSISSIPPI BLUES SOCIETY BY-LAWS

The Central Mississippi Blues Society will operate as a non-profit organization until receiving the legal designation.
Application as a non-profit 501 (c) (3) corporation is pending.
Non-profit and corporation status will be amended to the By-laws in a timely fashion upon gaining that status.

Article I: Name and purpose

Section1: The name of the organization shall be The Central Mississippi Blues Society.

Section 2: The purposes of The Central Mississippi Blues Society are:

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 pubic about the blues,

B. To support musicians and blues clubs by encouraging live performances of the blues, a unique and original American music, at clubs and at festivals;

C. To exchange information about blues related events, by providing a forum in The Central Mississippi area where people can share their appreciation and love of the blues,

D. To support community events and organizations by sponsoring events, which will benefit the general community as a whole;

Article II: Membership

Section 1: Founding Members: The Founding Members of The Central Mississippi Blues Society are: Carol Marble, Ron Marble, and Jesse Robinson.

Section 2: Charter Members: Charter members will be any members joining in 2005, they are: Peggy Brown, Donna Yowell, Sherman Lee Dillon, Robert (Bull) Jackson, Dwight Ross, Mary Ann Rankin, Frances T Flemmings, Lloyd Munn, John Graves, Roberta Graves, Jackie Reeb, Abdul Rasheed.

Section 3: Regular Members: Membership in the Organization 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 and on issues present to the membership at the general meeting and/or monthly meetings.

Section 4: Other Categories: The Board of Directors may, at its discretion, create such additional categories of membership, as it may deem appropriate. The Board of Directors will establish the dues for these additional categories of membership. Member in these categories shall be entitled to the same privileges as Regular Members.

Section 5: Honorary Members: The Board of Directors 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.

Section 6: Termination Of Membership: Any Member who shall by malfeasance or misconduct, or who does not abide by the purposes of the society may have his or her membership declared void. A motion to notify the Member of intent to declared his or her membership void, may be presented by any Director or Officer. If five Directors of 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 at the next regularly scheduled Board Meeting. Should the Member fail to appear, or fail to respond to the satisfaction of the Directors and Officers, a motion to declare the membership void may be presented. If two-thirds of the Directors and Officers in attendance vote for the motion, the membership is declared void

Article III: Board Of Directors

Section 1: The Board of Directors shall consist of at least eight elected officers.

Section 2: The Board of Directors shall conduct the regular business of the Organization.

Section 3: The term of office of persons on the Board of Directors shall be one year, beginning at the first regular meeting of the Board of Directors following their election.

Section 4. No person shall serve as Director of the Organization for a period of time exceeding four consecutive years. Persons having served four consecutive years as a Director of the Organization shall be ineligible for election as a Director for a period of one year following the fourth consecutive year of service.

Section 5: The Board of Directors shall meet in regular session each month, prior to the monthly meeting of the general membership of the Organization. Time, day and place of the regular meeting may be changed at the discretion of the Board of Directors.

Section 6: Additional special meeting of the Board of Directors may be called at the discretion of the President of the Organization or by a quorum of the Board of Directors. Any action taken by the Board of Directors at any such special meeting shall be without effect unless it is ratified at the next Regular Meeting of the Board of Directors.

Section 7: The Board of Directors shall be empowered to meet in extraordinary session at its own discretion to conduct business of the Organization, which it considers urgent, and requiring immediate action.

Section 8: Any vacancy occurring in the position of Director prior to the expiration of a Director's term of office, whether by resignation or otherwise, shall be filled by the board of Directors, at its discretion, by a majority vote of the remaining Directors. A Director ejected to fill such a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 9: Any Director who shall fail to perform the duties of the office of Director, either by repeated failure to attend meetings of the Board, or by malfeasance or misconduct, or by other failure to discharge the duties of the office shall be subject to removal from office. A motion to notify a Director of intent to declare the office vacant may be presented by any Director or Officer. If five Directors vote for the motion, a notice of intent to declare the office vacant, with details of offenses, shall be sent to the Director. The named Director shall be invited to respond at the next regularly scheduled Board Meeting. Should the Director fail to appear, or fail to respond to the satisfaction of the remaining Directors, a motion to declare the office vacant may the presented by any Director. If two-thirds of the Directors in attendance vote for the motion the office shall be vacant.

Section10: The Board of Directors may be increased to include other members, than the five organization officers, if the organization needs the additional members to the normal business of the organization. The increase will be done through the process of amending the bylaws.

Article IV: Officers

Section 1: The Officers of the Organization shall consist of a President, Vice President, Secretary, Treasurer, Parliamentarian, Production Coordinator, Market Coordinator, and Talent & Research coordinator.

Section 2: The Officers shall be Members of the Organization in good standing and shall be elected by the General Membership at the General Meeting. The Officers shall serve for one year, beginning at the first Regular Meeting of the Board of Directors following the Election at the General Meeting on or about the first week in February.

Section 3: President: The President shall preside at all regular and special meetings of the Organization, including meetings of the Board of Directors, and the Advisory Board. The President, The Treasurer, and one additional Board member shall be authorized to co-sign checks. The President shall appoint the Chairpersons of all Committees except the Advisory Board and the Nominations Committee. The President shall prepare the agenda for the General Membership Meeting, and shall send out a quarterly update to the Organization membership. The President shall act as custodian of all current Organization records files and archives, attend to all correspondence, and membership lists, or appoint these task to other Board members or specific chairpersons.

Section 4: Vice President: The Vice President shall preside at all meetings in the absence of the President. The Vice President shall have the powers and duties assigned to the President upon the event of the Presidents inability to perform said duties due to absence or resignation.

Section 5: Secretary: The Secretary shall preside at all meetings in the absence of the President, Vice President. The Secretary shall keep an accurate record of proceedings of all meetings.

Section 6:Tresurer: The Treasurer shall preside at all meetings in the absence of the President, Vice President and Secretary. Treasurer shall keep a faithful and current record of all monies received and disbursed and reports it to the Board of Directors at each meeting. He or she will prepare an annual financial report for presentation to the membership at the General Meeting.

Section 7: Parliamentarian: The Parliamentarian shall keep order at meeting of the General membership and Board of Directors. Utilizing Robert Rules of Order

Section 8: Production Coordinator: The Production Coordinator shall be responsible for coordinating all aspects of society sponsored functions and events, including, but not limited to: site determination, volunteer staffing, set-up and teardown, etc.

Section 9: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.

Section 10: Talent & Research Coordinator: The Talent & 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.

Section 12: Any vacancy occurring prior to the expiration of any of the Officer's terms, whether by resignation or otherwise, shall be filled by the Board of Directors, at its discretion by a majority vote of the remaining Directors. An officer elected to fill such a vacancy shall be elected for the unexpired term of his or her predecessor in the Office.

Section13: Any Officer who shall fail to perform the duties of the office either by repeated failure to attend meetings of the Board, or by malfeasance or misconduct, or by failure to discharge the duties of the 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 five Directors vote for the motion, a notice of intent to declare the office vacant with details of 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 two-thirds of the Directors in attendance vote for the motion, the office shall be vacant.

Article V: The Advisory Board

Section 1: The Advisory Board shall help the Board stay focused on the Purpose and Goals of the Organization, and shall act only in an advisory capacity.

Section 2: The Advisory Board shall consist of the three Founding Members of the Organization, the current President of the Organization, and the past President of the Organization, and up to three additional members selected by the Advisory Board from the general community. The additional three members shall consist of persons who have distinguished themselves by their contributions to the purpose of the Organization. The appointed advisory members serve at the pleasure of the elected Advisory Board.

Section3: The three Founding Members on the Advisory Board shall begin rotating off the Advisory Board after the first full year that the advisory board consists of a past President and President. The Founding Members shall draw straws and one Founding Member will rotate off the Advisory Board until the Advisory Board consists of four former Organizations past President's, the current Organization President and the three selected advisory board members.

Section 4: The Advisory Board shall meet quarterly with the Board of Directors, unless the Board of Directors calls for a special meeting. The board of Directors shall set the time and place of the meeting, and the Advisory Board shall be notified of the time and place of the joint meeting two weeks prior to the meeting.

Article VI: Meetings

Section 1: The members shall meet in General Meeting once each year on or about the first week in February. The President of the Organization shall present the agenda, which shall include the annual Financial Report, Committee reports of interest to the Members, and the report of the Nominations committee. Members shall be notified of the time and place of the General Meeting at least thirty days prior to the meeting.

Section 2: The members shall meet at a monthly meeting usually on the first week of the month, at a time and place designated by the Board of Directors. The members will be notified of the time and place designated.

Section 3: Special meetings of the membership may be called by the officers, as necessary, or upon request of two or more of the Officers.

Section 4: Additional meetings may be held depending upon the agenda and requirements during the planning and presentation of annual music festivals, or benefits, etc.

Article VII: Elections

Section 1: The Nominations Committee shall consist of a Chairperson and four members and shall be appointed by the Directors present at the meeting of the Board two months prior to the General Meeting in which a slate of officers is to be presented for election. The Chairperson of the Nominations Committee shall serve for one year from the time of his or her appointment or until the next election of officers.

Section 2: At least thirty days prior to the General Meeting at which the election is to be held, the Nominations Committee shall report to the Board of Directors. The report shall consist of a list of candidates: one or more candidates for each of the Offices held by those persons whose terms are expiring. The Board of Directors may discuss, debate, approve or amend the committee report. The approved report of the Nominations Committee shall be made available to the members of the organization at least two weeks prior to the General Meeting at which the election is to be held.

Section 3: The report of the Nominations Committee shall be presented to the members at the General Meeting. Additional nominations may be made from the floor.

Section 4: 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 of Directors. Voting is restricted to members who have paid dues for the current membership year.

Article VIII: Quorum

Section 1: A quorum for the Board of Directors shall consist of no fewer than five of the eight elected Directors.

Section 2: 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, place of the meeting.

Article IX: Expenditures

Section 1: In general, no expenditure of the Organization funds shall be made without the approval of the Board of Directors.

Section 2: No officer, Director or Member of the Organization shall make any verbal or written commitment of the Organization funds without prior approval of the Board of Directors.

Section 3: 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, clam, debt, judgment, damage, personal injury, decree, or cause of action. Neither the individual members of the organization nor the individual members of the Board of Directors, or the Advisory Board, past or present shall be held personally responsible for any claim against the Organization.

Section 4: The Organization, the Board of Directors, the Advisory Board and its individual members, past or present, shall not be held liable for the activities of any non-member claiming association with the Organization.

Article X: Dues

Section 1: The General Membership shall determine Annual dues for 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 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: The fiscal year of the Organization shall be the calendar year.

Article XI: Amendments

Section 1: Amendments to the Bylaws may be proposed by any member at any time and submitted to the Board of Directors for approval. If approved by the Board, members at the next General Meeting shall be presented the proposed amendments for action.

Section 2: Notice of any General Meeting at which proposed Amendments to the Bylaws are to be presented must be given to members at least 30 days prior to the meeting.

Section 3: Amendment to the Bylaws shall be considered ratified when approved by two-thirds of the members present and voting at the General Meeting.

Article XII: Rules Of Order

Section 1: When not in conflict with the Bylaws, the rule of order of the Organization shall be Robert's Rules Of Order, Revised.

Section 2: 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 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 Procedures

Section 1:Favoritism: No part of the net earnings of the Organization shall benefit any member of the Organization, except of reasonable compensation paid for service rendered to or for the Organization, and no member, shall share in the distribution of any of the organization's assets on dissolution of the Organization.

Section 2: Profits: Items may be purchased by the society for resale purposes and may be sold at a reasonable profit. The Board of Directors must authorize any such activity.

Section 3: Discrimination: The society or any Officer 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, place of residence, or sexual orientation.

Section 4: Debt: The society shall not incur deficit spending, unless authorized by the General Membership.

Section 5: Dissolution: In the event of dissolution, all of the remaining assets and property of the Organization shall after payment of necessary expenses be distributed to such Organizations as shall qualify under section 501 (C) (3) of the Internal Revue Code or corresponding provisions of any subsequent federal tax laws. If allowed by the IRS, the Organization shall be Music Maker Relief Foundation, Inc, The Life Maintenance Program.

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