CBA News Article

CBA By-Laws

-BY-LAWS

OF

CALIFORNIA BLUEGRASS ASSOCIATION

ARTICLE I

Principal Office

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.

ARTICLE II

Members

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.

ARTICLE III

Directors

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 months’ 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 Association’s Board of Directors at the Association’s 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 Director’s 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 Corpora

Posted By: Rick Cornish