A complete set of Association By-laws was posted on this date and replaces the incomplete set previously present on the CBA web site. Although the compilation of by-laws is complete, it should be noted that a number of revisions are in process but have not yet been finalized. The revisions, required to bring the by-laws into conformance with current board practice, include no changes to any articles that pertain in any way to the current proposed establishment of an executive committee.
Director of Operations
August 21, 2013
CALIFORNIA BLUEGRASS ASSOCIATION
The principal office of the Association is hereby fixed and located at Solano County, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the County of Contra Costa. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment of these by-laws.
Section 1. Classification of Members
There shall be three classes of members of the Association, to wit: regular members, honorary members, and member bands. The Board of Directors may select up to five (5) persons in any calendar year who in their judgment have made outstanding contributions to bluegrass, old-time, gospel, and traditional music as honorary members of the Association, with such rights and privileges as may be conferred by the Board of Directors.
Section 2. Eligibility of Membership.
Any person or band interested in the purposes for which the Association has been formed is eligible for membership and shall become a regular member or member band of the Association upon payment of dues.
Section 3. Dues.
Dues shall be $7.50 per calendar year, or such other sum as may be fixed from time to time by the Board of Directors, first payable at such time or times as may be fixed by the Board of Directors. The initial dues for a person becoming a member in the second half of a calendar year shall be one-half the amount payable for the full calendar year.
Section 4. Termination of Membership
A membership shall terminate upon the death or resignation of the member, upon his expulsion by a majority vote of the Board of Directors, or upon failure to pay annual dues within ninety days of the due date therefor set by the Board of Directors. A member may be expelled for conduct which the Board of Directors shall deem inimical to the best interests of the Association. A member may not transfer his membership or any right arising therefrom, and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of a member in the Association or its property shall cease upon termination of membership.
Section 5. Annual Meeting of Members.
Annual meetings of the members of this corporation shall be held on the first Saturday of February of each year at 2:00 p.m. at the principal office of this corporation, or at any other time in February or March ?? October and at any other place determined by a resolution of the Board of Directors. No notice of any such annual meeting need be given if it is held on the first Saturday of February at 2:00 p.m. at the principal office of the corporation; otherwise written notice of the time and place of the annual meeting shall be delivered personally to each member or sent to each member by mail or other form of written communication, charges prepaid, addressed to him at his address as it is shown on the records of the corporation, or if it is not shown on the records or is not readily ascertainable, at the place where the meetings of the members are regularly held. Any notice shall be mailed or delivered at least five days before the date of the meeting.
Section 6. Special Meetings.
Special meeting of the members of the corporation for any purpose or purposes may be called at any time by the president of the corporation, by the Board of Directors, or by at least 15% of the members of the corporation. Notice of the time and place of special meetings of the members shall be given in the same manner as for annual meetings of the members.
Section 7. Voting.
Voting rights shall be extended to
a. All honorary members of the Association
b. All regular members of the Association 16 years old and older.
Each eligible member shall be entitled to one vote which may be cast in person or by proxy.
Section 8. Quorum.
The presence in person or by proxy of one-tenth of the members of the Association shall constitute a quorum for the transaction of business at any meeting of members.
Section 1. Number and Qualifications.
Until changed by an amendment of the Articles of Incorporation or by an amendment to these by-laws duly adopted by the members, the authorized number of Directors shall be no less than nine and no more than thirteen, the exact number within such range to be fixed by a two-thirds vote of the Board of Directors. Changes to the fixed number of Board members shall not occur more than once during a twenty-four monthsí period. A Director shall maintain current membership in the Association and shall cease to be a Director when for any reason he or she ceases to be a member.
Section 2. Election and Term of Office; Chairman.
A. Directors shall be elected at each annual meeting of members, which is to be held in October, but if such annual meeting is not held or Directors are not elected thereat, the Directors shall be elected by mail vote of the members of the Association. Mail ballots shall be opened and counted on the date set by the Board of Directors, which will in all cases fall in the month of October. Ballots shall be mailed to each member at the address of such member as it appears on the membership register of the Association at least fifteen days before the date set for opening and counting ballots. Each incumbent Director, unless he makes a timely objection, shall automatically be nominated for reelection and his name shall be placed on the ballot. Nominations for Directors shall be made by a nominating committee established by the Board of Directors under procedures set by the Board. Other nominations may be made by petition signed by at least ten members of the Association, mailed to the Associationís Board of Directors at the Associationís principal office, postmarked no later than the first day of the month of August preceding the election. Those persons receiving the highest number of votes shall be the Directors of the Association for the ensuing year. All Directors shall hold office until their respective successors are elected.
B. The Directors shall meet as soon as reasonably practicable after each annual election of the Board of Directors and elect one of the Directors to serves as Chairman of the Board of Directors. The Chairman may call meetings of the Board of Directors and shall preside at all meetings of the Board. The Chairman shall appoint a Vice-Chairman to preside at meetings and assume other duties of the Chairman in the absence of the Chairman.
Section 3. Meetings.
Meetings of the Board of Directors shall be called and held as may be ordered by the Directors.
Section 4. Vacancies.
Any vacancy in the Board of Directors caused by death, resignation or disability of a Director shall be filled by the majority vote of the remaining Directors appointing a member of the Association in good standing to fill the vacancy. A sole remaining Director may make such appointments to fill vacancies.
A Director shall be deemed to have suffered disability upon receipt of notification of such event in writing by the Director or by a member of the Directorís family. A Director shall be deemed to have resigned his position upon failure to attend three consecutive meetings of the Board of Directors.
Section 5. Quorum.
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.
Section 6. Powers.
Subject to the limitations of the Articles of Incorporation and of the General Nonprofit Corporation Law of California on action to be authorized or approved by the members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by, the Board of Directors. Such general powers shall include, but not be limited to, the following powers:
a. To appoint and remove all officer, agents, and employees of the Association and to prescribe powers and duties for officers, agents, and employees as may not be inconsistent with law, with the Articles of Incorporation, or with these by-laws.
b. To conduct, manage, and control the affairs and business of the Association, and to make such rules and regulations as are not inconsistent with the law, with the Articles of Incorporation, or with the by-laws, as they may deem best.
c. To adopt, make, and use a corporate seal and to alter the form of the seal from time to time as in their judgment they may deem best, provided the seal shall at all times comply with the provisions of the law.
d. To borrow money and incur indebtedness for the purposes of the Association, and for that purpose, to cause to be executed and delivered, in the Associationís name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities for them.
e. To manage in the manner they may deem best all funds and properties, real and personal, received, acquired, or earned by the Association, and to distribute or dispense them.
Section 7. Approval of Minutes.
The transaction of any meeting of the Board of Directors, however called or noticed or wherever held, shall be as valid as though had at a meeting duly held, if each of the Directors not present approves in writing the minutes of such meeting. All such approvals shall be filed with the records of the Association or made a part of the minutes of the meeting.
Section 8. Fees and Compensation.
Directors shall receive no compensation for their services, but may receive such reimbursement for expenses as may be fixed by resolution of the Board.
Section 1. Officers.
The Officers of the Association shall be a President, a first Vice President, a second Vice President, a Secretary and a Treasurer. The Association may also have such other officers as may be appointed by the Board of Directors. One person may hold two or more offices, except those of President and Secretary.
Section 2. Election.
The officers shall be chosen annually by the Board of Directors and each shall hold his office until he shall resign, be removed, or be otherwise disqualified to serve, or until his successor shall be elected and qualified.
Section 3. Removal and Resignation.
Any officer may resign, or may be removed with or without cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any officer may be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors.
Section 4. President.
The President shall be the executive officer of the Association and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Association, and may appoint committees. He shall preside at all meeting of members.
Section 5. Vice Presidents.
The First Vice President shall, in the absence or disability of the President, perform all the duties of the President, and when so acting shall have the powers of, and be subject to the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 6. Secretary.
The Secretary shall keep at the principal office of the Association a book of minutes of all meetings of the Directors and of the members, with the time and place of holding, how called or authorized, the notice thereof given, the names of those present at Directorís meetings, and the proceedings thereof.
The Secretary shall keep at the principal office of the Association a register showing the names and addresses of each regular member, and shall conduct the official correspondence of the Association.
Section 7. Treasurer.
The Treasurer shall have general charge of the financial records and accounts of the Association and shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Association, and an account of its cash and other assets, if any. Such books of account shall at reasonable times be open to inspection by any member or Director. The Treasurer shall issue or cause to be issued to each member a statement of dues owed him in accordance with these by-laws.
The Treasurer shall receive and safely keep all funds of the Association and deposit the same with such depositaries as are designated by the Board of Directors. Such funds shall be paid out only on the check of the Association signed by any two officers of the Association or as may be ordered by the Board of Directors. The Treasurer shall render to the President or the Board of Directors, quarterly or more often upon request, statements of the financial condition of the Association, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 1. Execution of Documents.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Association and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Association by any contractor or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 2. Expenses and Fees.
Officers, Directors, and members of the committees of the Association may each be reimbursed for expenses incurred in the performance of the business of the Association, in accordance with policies adopted by the Board of Directors. Officers may receive compensation for services in accordance with policies adopted by the Board of Directors and approved by a majority of members of the Association.
Section 3. Inspection of By-Laws.
The Association shall keep in its principal office the original or a copy of these by-laws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours.
Section 4. Construction and Definitions.
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Nonprofit Corporation Law shall govern the construction of these by-laws.
Section 5. Rules of Order.
The rules contained in Roberts Rules of Order, revised, shall govern all membersí meetings and Directorsí meetings of the Association, except in instances of conflict between said Rules of Order and the Articles or by-laws of the Association or provisions of law.
Section 6. Heritage Fund
To help achieve the mission defined in its Articles of Incorporation Ė the furtherance of bluegrass, old-time, and gospel music in California Ė the Association shall establish and maintain the California Bluegrass Heritage Fund. Monies held in the Fund will support long-term activities and projects specifically designed to promote the Associationís mission. Only with a two-thirds majority approval of the entire Board of Directors may expenditures be made from the Fund.
The Fund shall not be used for general operating expenses, concerts, festival, or other routine ongoing expenses, excepting in the event of an emergency. No more than fifty percent of the Fundís balance at the declaration of the emergency may be used for such expenses during the next twenty-four months following said declaration.
The Fund shall be held in a separate institution from that used for the Associationís operating account(s).
Amendment to By-Laws
Section 1. Amendment by Members.
These by-laws may be amended by the vote or written assent of a majority of the members, or the vote of a majority of a quorum of the members at a meeting called for that purpose.
Section 2. Amendment by Directors.
These by-laws may be amended at any time by the Board of Directors; provided, however, that an amendment to the by-laws changing the number of Directors may not be adopted without the vote or written assent of the members entitled to exercise a majority of the voting power, or the vote of a majority of a quorum at a meeting of the regular members called for that purpose.
Any amendment to these by-laws adopted by the Board of Directors shall be binding on the members unless and until rejected by the members at an annual meeting of the Association or a special meeting of the members called for that purpose. It shall be the duty of the Board to present to the members for ratification or rejection at each annual meeting of the Association, or at any special meeting held in lieu of an annual meeting, amendments to the by-laws that may have been made by the Board during the year immediately preceding the meeting.
Certificate of Secretary
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the California Bluegrass Association, a California nonprofit corporation, and that the foregoing by-laws comprising 9 pages constitute the by-laws of said Association as duly adopted at a meeting of the Board of Directors thereof duly held on January 3, 1975.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association the 28th day of March, 1975.
-s- Carol J. Masters
By: Rick Cornish
Copyright © 2002 California
Bluegrass Association. All rights reserved.
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