By-Laws Of the
River City Blues Society of Virginia
ARTICLE I - NAME
The name of this organization shall be the River City Blues Society, (hereinafter referred to as the "RCBS," "RCBS of VA" or "Society"). It shall be a non-profit corporation, organized and incorporated under the laws of Virginia.
ARTICLE II - PURPOSE
Purpose - The River City Blues Society is organized exclusively for educational, literary, artistic and charitable purposes, as a non-profit, fan- based organization dedicated to the preservation, promotion, and perpetuation of the Blues as an original American art form.
Goals - The RCBS goals are to educate and enlighten the Richmond metropolitan area and surrounding region on the Blues and its importance in the development of American music, culture and society and to entertain with the many variations and genres that comprise Blues music. To this end RCBS will:
ARTICLE III - MEMBERSHIP and DUES
- Create and maintain an educational program titled Blues in the Schools (BITS.) BITS purpose is to promote and educate youth in the Richmond region on the impact of Blues on culture, society and music through outreach to private and public schools and organizations.
- Foster local musicians' participation in Blues music by holding a Blues Challenge. The purpose of the challenge is to select artists to represent RCBS at the annual International Blues Challenge in Memphis, TN in accordance with national rules of the blues society contest.
- Plan, organize, implement and promote Blues concerts in the Richmond metropolitan area. Collaborate with other public or private entities in conducting various events that promote the Blues.
A. Members: Application for membership must be in writing, filed with the RCBS board, accompanied with dues for the current year. The membership of any member may be terminated by unanimous vote of the Board of Directors for conduct unbecoming a member of the RCBS or other just cause upon giving the member in question full opportunity to hear and to reply to the charges or reasons for such action. Any member whose dues are 90 days in arrears shall be dropped automatically from the roster and lose all voting privileges unless and until readmitted to membership. It shall be the responsibility of each member to ensure that he or she is properly listed as a recipient in the Society's broadcast email system for purposes of receiving membership notices.
B. Dues: Types of membership and amount of dues shell be determined by the Board of Directors.
C. General membership meetings shall be held at least once a year as designated by the Board.
ARTICLE IV - BOARD OF DIRECTORS
A. Powers, Responsibilities, and Accountabilities: The management of the affairs, funds, and property of the RCBS shall be vested in its Board of Directors. The Board of Directors shall consider all applications for Membership; shall have the power to fill vacancies in offices and in the Board of Directors between Annual Meetings; shall select the dates and locations for the Annual Meeting, shall have the power to take necessary action in cases of emergency and shall make recommendations to the Membership from time to time as to action necessary to properly conserve and promote the general interests of the Membership. The Board cab take no action which would be contrary to what is permitted to be performed by an organization which is tax qualified under section 501 (c) (3) or any IRS code or law.
B. Board of Directors Makeup: The number of Directors shall be nine, elected in groups of three serving staggered terms of three years each. Those who are incumbent Directors at the time of the adoption of these changes shall continue to serve in office, except that the President shall divide said incumbents into three groups and designate whose terms shall expire during the current year, the second group one year later, then the third group three years later. Any Director shall be eligible for re-election without term limits. Directors shall serve without compensation as such.
C. Quorum: At any meeting of the Board of Directors, the majority of Board members shall constitute a quorum (5) and the vote of a majority of those voting directors present shall decide all issues. All matters shall be deemed approved if by majority vote of those Directors in attendance unless required.
D. Board Meetings: Regular meetings of the Board of Directors shall be held at such time and place as may be determined by resolution of the Board of Directors, except that the Board of Directors shall meet no less than four times each year. Notice of time, place and purpose of the meeting shall be communicated to each Director not less than ten (10) days before the meeting.
E. Special Board meetings may be called by the President and shall be called by the President upon written request of 3 directors. Special meetings of the Board may be called by the President with ten (10) days' notice to each Director, either personally, by email or by phone.
ARTICLE V - BOARD ELECTIONS
A. Nominating Committee: Each Fall the President shall name any three non-director members in good standing to temporarily serve ad hoc as a Director Nominating Committee. The President shall designate one as chair of this Committee. The Board will ask general membership to electronically make nominations for new/ next directors. All emails with nominations will be forwarded to all members of the nominating Committee to "vet" potential Directors. Nominations do not need to be made for specific officers. The Committee will submit a slate of three or more potential nominees to be voted on by the general membership through electronic voting using the email system set up by RCBS. Nominations from the committee will be presented to the general membership by Nov. 1. Voting will conclude on Nov. 15.
B. Director terms: Each Director shall be elected for a term of three years beginning Jan 1 and ending December 31 hence.
C. There shall be no term limits on Director re-election terms or service.
ARTICLE VI - OFFICERS
A. Number and Titles: The Officers of the RCBS shall consist of a President, a Vice President, a Secretary, and a Treasurer.
B. Election of officers: The Board of Directors shall elect officers of the Society annually. Incumbent officers should serve until replaced. Nominations are to be chosen from members in good standing; they may be made by any Director and any Director may be so nominated. Should any vacancy in an office occur, the Board may fill any such vacancy for the remainder of the year.
C. Officer positions as described below shall be chosen by the newly elected and incumbent board.
D. President: The President shall be the chief executive officer of the RCBS and, as such, shall have general supervision of its affairs and activities subject to the control and direction of the Board of Directors. The President shall have such other powers and duties as may from time to time be assigned by the Board or prescribed elsewhere in the bylaws. The President shall be responsible for assuring the actions and recommendations given by the members of the RCBS and Board of Directors are carried into effect, and for reporting to the membership and to the Board of Directors on the conduct and management of the affairs of the RCBS. The President shall preside at all meetings of the members and of the Board of Directors., shall serve as Chairman of the Board of Directors, and shall be an ex officio member of all committees established by the Board of Directors. The President may sign, with the Secretary or Treasurer, any instruments which the Board of Directors has authorized to be executed, and in general shall perform all duties incident to the office of President.
E. Vice President: The Vice President, in the absence or disability of the President, with the Executive Board's approval shall have all powers of the President. The Vice President shall perform such duties as are assigned to him/her by the President.
F. Secretary: The Secretary shall issue notices of all meetings; shall record the minutes of all meetings, shall issue and distribute to the Members the proceedings of such meetings; and shall cause all required documents and returns to be filed. The Secretary shall exercise the powers and perform such other duties usually incident to the office of Secretary, and shall exercise such other powers and perform such other duties as may be assigned by the President or Board of Directors. Written minutes of all Board proceedings and membership meetings shall be maintained by the Secretary in an official Minute Book, available for inspection by any member in good standing at any time upon reasonable notice to the Secretary. This Book may be maintained electronically.
G. Treasurer: The Treasurer shall collect, have custody of, and disburse all assets of the RCBS , as authorized by the board The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the RCBS and shall deposit all monies and other valuable effects in the name and to the credit of the RCBS in such depositories as may be designated by the Board of Directors. The Treasurer shall exercise the powers and perform such other duties usually incident to the office of Treasurer and as may be assigned by the President or Board of Directors. The Treasurer shall be an ex officio member of the finance committee, if such committee shall be established by the Board of Directors. The Treasurer shall render to the Directors whenever they may require them, an account of all transactions and of the financial condition of the RCBS. The Treasurer shall render a written financial report of the RCBS at the annual meeting and shall deliver a verbal report at regular meetings, which report shall not be published.
ARTICLE VII - COMMITTEES
The President or Board of Directors may at any time appoint special committees, for any purpose for which there is a need to support the activities of the RCBS. The President shall appoint the Chair and members of all committees with the approval of the Board of Directors. The Chair of all standing committees shall be appointed from among the membership.
ARTICLE VIII - COUNSEL AND REGISTERED AGENT
The Board of Directors may employ outside counsel for the RCBS who shall advise the RCBS and its Officers with respect to all legal matters relating to its affairs and records and shall attend all meetings of the Board of Directors and other meetings where presence of Counsel may be required. The Board may also employ or retain other professionals.
A Registered Agent for the RCBS shall be appointed by the Board of Directors. The Agent shall continue in such capacity until replaced by the Board of Directors.
Article IX - FISCAL RESPONSIBILITIES OF THE BOARD OF DIRECTORS
A. Fiscal Year: The RCBS fiscal year shall be January 1 through December 31 or as otherwise determined from time to time by the Board of Directors.
B. Contribution: Guidelines of accepting contributions shall be established by the Board of Directors.
C. Depositories: All funds of the RCBS shall be deposited to the credit of the RCBS, under such conditions and in such banks as shall be designated by the Board of Directors.
D. Approved Signatures: All checks issued in the name of the RCBS shall be signed by the Treasurer or President. Approval for signatures necessary on contracts, checks and orders for the payment, receipt or deposit of money and access to securities of the RCBS shall be provided by resolution of the board of directors.
E. Budget: The Annual budget of estimated income and expenditures shall be approved by the board of directors. No expenses shall be incurred in excess of the total budgetary appropriations without prior approval of the Board of Directors.
F. Audits: At the annual meeting the President may appoint two members who are not officers, to audit the accounts of the Treasurer of the RCBS and report the results to the Board of Directors.
ARTICLE X - INDEMNIFICATION AND INSURANCE OF OFFICERS AND DIRECTORS
The personal liability of a Director or Officer to the RCBS or to its Members for monetary damages for breach of duty is limited to an amount that is not greater than the compensation received by the Director or Officer for serving the RCBS during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the Director or Officer, (b) enable the Director, Officer or an associate to receive an improper personal economic gain, (c) show a lack of good faith and a conscious disregard for the duty of the Director or Officer to the RCBS under circumstances in which the Director or Officer was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the RCBS, or (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director's or Officer's duty to the RCBS.
To the fullest extent permitted by law, and to the extent of the RCBS assets each Director and Officer shall be indemnified and defended by the RCBS from and against claims and suits by non-members seeking to recover for injury or damage sustained by the claimants and arising out of the acts or omissions of the Director or Officer performing the duties of his or her office for the benefit of the RCBS and its Members.
The RCBS may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the RCBS, or is or was serving at the request of the RCBS against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such, whether or not the RCBS would have the power to indemnify them against such liability under the provisions of this Section.
Article XI - MEETINGS
A. The Annual Meeting of the RCBS shall be held at a place and time as proposed by the Board of Directors.
Other meetings may be called by the President at such times and places as may be designated by him or her and pursuant to notice by the Secretary. The Board of Directors may conduct business by teleconference when deemed necessary.
B. General Membership Meetings shall be held at least once a year. Location of the meeting shall be determined by the Board of Directors. The meetings can be moved to an official event or function of the club, as recommended by the President and approved by the majority of members at any regular business meeting. The Secretary will send out an announcement of the meeting by e-mail, U S Mail, fax, or telephone to those who do not have email.
C. Special meetings of the membership for any purpose may be called at any time by the President or the Board of Directors. All members in good standing, qualified to vote on matters of the RCBS, must be notified of the Special Meeting, its location, time and purpose. This notification can be delivered by e-mail to those on the e-mail list and mailed by U S Mail to those without email access. The announcement shall be deemed delivered when sent by e-mail to the e-mail address or deposited in the U S Mail to the mailing address listed in the official RCBS roster.
D. Notice of Meetings: Written notice of the time and place of the Annual Meetings or a Special Meeting shall be sent by the Secretary to each member of the Society by mail, facsimile (fax), e-mail or other electronic transmission not less than ten (10) days prior to the date of the meeting.
E. Quorum: A majority of the Members in good standing, present in person at any duly called meeting of the membership shall constitute a quorum. A quorum is necessary in order to conduct any business.
F. Voting: Each Member of the RCBS in good standing shall be entitled to one vote. A majority vote of the members, a quorum being present, shall be necessary for the adoption of any matter voted on at any meeting unless a greater proportion is required by law or in these Bylaws.
G. Parliamentary Authority: The rules contained in Robert's Rules of Order Newly Revised, 10th edition, published in October 2000, shall be the parliamentary authority governing the meetings of the RCBS, Board of Directors, the articles of incorporation, these bylaws and any special rules of order adopted by the organization. The President shall be the final arbiter of the requirements of Robert's Rules of Order.
ARTICLE XII - AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed by a two thirds vote of the Members present and voting at any meeting where a quorum of Members is in attendance. Amendments may be proffered at any time by any Member or by duly-adopted resolution of the Board of Directors, PROVIDED that no less than ten (10) days' detailed notice of same is given to the membership by US mail in writing, on RCBS calendar or computerized email. Such proposed amendments may be voted upon at any time following such notice, at any meeting or electronically. This notice requirement shall be deemed satisfied if such required notice is sent via the Society's broadcast e-mail system. Any such propose amendments may be further modified without prior notice as approved by the Members at any meeting called for such a purpose. The President shall have sole discretion on whether or not to call a special meeting for consideration of any proposed amendments. Otherwise, consideration of any proposed amendments shall be deferred until the next general membership meeting.