MO Blues Association Inc bylaws
MO Blues Association, Inc. By-laws
Adopted October 4, 1999, Amended on November 15, 2007
ARTICLE I - Name
Section 1 - The name of this organization is MO Blues Association, Inc.
ARTICLE II - Purposes and Restrictions
Section 1 - The purposes of MO Blues Association, Inc. shall be those non-profit
purposes stated in the Articles of incorporation, as may be amended. No part of
the net earnings or other assets of the Association shall inure to the benefit
of, be distributed to or among, or revert to any director, officer, contributor,
or other private individual having directly or indirectly, any personal or
private interest in the activities of the Association, except that the
Association may pay reasonable compensation for services rendered and may make
payments and distributions in furtherance of the non-profit purposes stated in
the Articles of Incorporation.
ARTICLE III - Office
Section 1 - The principal office of MO Blues Association, Inc. shall be located
in the City of Jefferson City. The Association may have such other offices
within or without the City of Jefferson City as may be required.
Section 2 - The registered office of MO Blues Association, inc. required under
the laws of the State of Missouri to be maintained in the State of Missouri may
be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time in conformity with the laws of the State of Missouri.
ARTICLE IV - Membership
Section 1 - MO Blues Association, Inc. shall have members.
Section 2 - Types of memberships: There shall be several types of members to
include individual, family, student, band, and business, corporate, honorary and
any other deemed necessary by the board of directors.
Section 3 - Eligibility: Regular voting membership will be open to anyone
interested in the promotion, support and preservation of blues music.
Section 4 - Term of Membership: Term of membership is determined by the board of
directors.
ARTICLE V - Dues
Section 1 - It will be the responsibility of the Board of Directors of MO Blues
Association, Inc. to work with MO Blues Association, Inc. membership to review
an annual dues structure and manage MO Blues Association, Inc. dues, in
accordance with these bylaws.
ARTICLE VI - Fiscal year
Section 1 - The fiscal year of MO Blues Association, Inc. shall begin January 1
and end December 31.
ARTIICLE VII - Indemnification
Section 1 - Each person who is or was a director or officer of MO Blues
Association, Inc., including the heirs, executors, administrators, or estate of
such persons, shall be indemnified by the Association to the full extent
permitted or authorized by the laws of the State of Missouri, as now in effect
and as hereafter amended, against any liability, judgment, fine, amount paid in
settlement, costs and expenses including attorney's fees, incurred as a result
of any claim arising in connection with such person's conduct in his or her
capacity, or in connection with his or her status, as a director or offer of MO
Blues Association, Inc. The indemnification provided by this bylaw provision
shall not be exclusive of any other right to which he or she may be entitled
under any other bylaws or agreement, vote of disinterested directors, or
otherwise.
ARTICLE VIII - Officers
Section 1 - Composition: There will be four officers of MO Blues Association,
Inc. - a President, Vice President, Secretary, and Treasurer - who shall be
elected from the membership by the membership at its annual meeting to represent
and act on behalf of MO Blues Association, Inc. For conflict of interest
reasons, no member who owns or manages a music venue may serve as an officer.
Section 2 - Term of Office: The term of office for the President, Vice
President, Secretary, and Treasurer shall be one year beginning at the first
meeting after the annual meeting. No officer can serve for more than three
consecutive terms in the same position.
Section 3 - President Responsibilities:
a. act as spokesperson of MO Blues Association, Inc. on behalf of MO Blues
Association, Inc. membership;
b. call and preside over meetings of MO Blues Association, Inc. Board of
Directors and all MO Blues Association, Inc. meetings;
c. serve on the MO Blues Association, Inc., Board of Directors;
d. submit an annual report of all activities to the members;
e. make such committee or replacement appointments as needed; and
f. oversee all MO Blues Association, Inc standing committees to insure their
proper functioning
Section 4 - Vice President Responsibilities:
a. serve in the absence of the President;
b. in the case of a President's permanent absence the Vice President may succeed
to the office of the President and fulfill the remaining term until the next
elections;
c. serve on MO Blues Association, Inc. Board of Directors; and
d. perform other duties requested by the President.
Section 5 - Secretary Responsibilities:
a. record proceedings of all Board meetings and general membership meetings and
disseminate them to MO Blues Association, Inc. members;
b. issue notices of meetings and conference calls;
c. handle correspondence;
d. coordinate with the membership committee to keep accurate records of the
membership;
e. serve on MO Blues Association, Inc. Board of Directors;
f. serve in the absence of the President and Vice President; and
g. perform other duties requested by the President.
Section 6 - Treasurer Responsibilities:
a. ensure that appropriate records are kept of all MO Blues Association, Inc.
monies;
b. assure that all expenditures are approved by the MO Blues Association, Inc.
Board of Directors through the Association's annual budget;
c. assure a yearly outside review of all MO Blues Association, Inc. financial
records;
d. serve on MO Blues Association, Inc. Board of Directors; and
e. perform other duties as requested by the President.
ARTICLE IX - Board of Directors
Section 1 - Composition:
MO Blues Association, Inc. Board of Directors shall be composed of the
President, Vice President, Secretary, Treasurer, and Seven delegate members, who
shall work with the officers on behalf of MO Blues Association, Inc. The Board
members shall be elected by the general membership at its annual meeting. For
conflict of interest reasons no member who owns or manages a music venue may
serve as a delegate.
Section 2 - Term of Office:
Term of office for delegate members shall be two years, beginning at the first
meeting after the annual meeting. In the 2000 calendar year, the term of office
will be staggered by electing two delegate members to serve for a year-year
term, and one delegate member for a one-year term. Thereafter, all delegate
elections will be for a two-year term. No delegate member can serve for more
than two consecutive terms in the same position.
Section 3 - Accountability:
MO Blues Association, Inc. Board of Directors shall be responsible to the
membership for representing MO Blues Association, Inc. positions and other
matters to the full extend of the duties and powers.
Section 4 - Duties and Powers:
MO Blues Association, Inc. Board of Directors shall:
a. develop communication channels to facilitate sharing among members and to
ensure that positions adopted by MO Blues Association, Inc. Board of Directors
reflect the majority opinion of the membership;
b. build consensus among members and approve MO Blues Association, Inc.
positions to address issues and concerns regarding administrative issues, public
policy, and legislative matters;
c. develop and approve an annual budget in January of each year and make the
approved budget available to the General Membership at the first General
Membership Meeting of each year;
d. manage funds as needed to support the purpose and other activities of MO
Blues Association, Inc.;
e. plan and oversee the activities and projects of MO Blues Association, Inc.;
and
f. plan and manage at lease one annual meeting of the membership; and
g. appoint committees as needed.
Section 5 - Quorum: A quorum of MO Blues Association, Inc. Board of Directors
will be Seven Board members.
Section 6 - Meetings: MO Blues Associations, Inc. Board of Directors will
conduct Meetings face to face or by means of other telecommunications on a
monthly basis for any month in which there is not a scheduled General Membership
Meeting. Additional Board Meetings may be convened as deemed necessary to
conduct the business of the Association at the joint request of any two Board
Members.
Section 7 - Vacancies: In the event of a vacancy in the office of Vice
President, Secretary, Treasurer, or delegate, the MO Blues Association, Inc.
Board of directors may appoint replacements from the membership to fill out the
vacant director's term.
Section 8 - Board Member Responsibilities:
a. serve on MO Blues Association Board of Directors to provide a variety of
approaches in support of blues;
b. prepare and approve policy as appropriate or needed;
c. coordinate with and assist MO Blues Association, Inc. Standing Committees;
and
d. perform other duties requested by the President.
Section 9 Compensation: MO Blues Association, Inc. board members shall serve
without compensation.
ARTICLE X - Standing Committees
Section 1 - Purpose: Standing Committees shall be created to facilitate the work
of MO Blues Association, Inc.
Section 2 - Function: Standing Committees will include but no be limited to:
Blues In The Schools, Publicity/Communication, Membership/Recruitment, Special
Events, Fund Raising, and Ad Hoc Committees as needed or required.
Section 3 - Composition: Standing Committees shall consist of any willing
member(s) and are not limited to any specific number of members. Should a
committee member be unable to fulfill the term of office, the Standing Committee
Chair will be responsible for selecting a replacement.
Section 4 - Election of the Chair for Standing Committees: Committee chairs will
first be appointed by the board and any committee with more than 5 total members
serving can choose to elect their chair in any manner determined by a majority
of that committee. The MO Blues Association, Inc. Board of Directors shall have
the power to remove and or replace any committee chair if it is in the best
interest of the association.
Section 5 - Term of Office: Members of the Standing Committees will serve for a
term of one year, and may serve as many terms as they are willing to serve as
long as they work to support the committee's efforts.
Section 6 - Accountability: The members of the Standing Committees shall be
responsible to MO Blues Association, Inc. Board of Directors to develop
proposals and communicate said proposals for their approval. Standing Committee
members shall report to their committee chair and or the MO Blues Association,
Inc. Board of Directors.
Section 7 - Meetings: The Standing Committees will meet as directed by the
Chair.
Section 8 - Quorum: A quorum of the Standing Committee will be a majority of its
regular voting members.
Section 9 - Compensation: Standing Committee members shall serve without
compensation.
ARTICLE XI - Elections
Section 1 - Election of Officers and MO Blues Association, Inc. Board of
Directors Members: A Committee of Nomination will be appointed by the Board of
Directors and chaired by an appointed Board member to solicit candidates for
office from the membership and to prepare a slate of candidates for each office
to be filled. This list of candidates will be present to the general membership.
Nominations from the floor will be accepted at this time.
Section 2 - Voting Procedures: The slate of candidates will be mailed to voting
members at least 15 days before the designated election meting. Each voting
member will submit one ballot to the Committee of Nomination by the start of
business of the next meting. A candidate receiving a simple majority of the vote
for any office will be declared elected. The results of the election will be
announced and new officers installed at the end of that meeting.
ARTICLE XII - Meeting of the General Membership
Section 1 - General membership meetings: Meetings of MO Blues Association, Inc.
shall be held as determined by the MO Blues Association, Inc. Board of
Directors.
General membership meetings will be held to:
a. receive reports and updates on local, state, and national issues related to
blues;
b. provide a forum for discussion of critical issues;
c. volunteer for local blues events as appropriates or needed;
d. install the newly elected MO Blues Association, Inc. Board of Directors; and
e. conduct other business of MO Blues Association, Inc.
Section 2 - Annual meeting: The annual meeting of the general membership will be
held in December.
Section 3 - Voting: All paid membership types shall have one vote.
Section 4 - Notice of meetings: Notice of meetings shall be mailed at least ten
days prior to the meeting.
ARTICLE XIII - Parliamentary Authority
Section 1 - The rules contained in the latest edition of Roberts Rules of Order
Revised will govern meetings of MO Blues Association, Inc. in all cases in which
they are applicable and in which they are no inconsistent with these Bylaws.
ARTICLE XIV - Amendments
Section 1 - These bylaws may be amended at any regular meeting by a simple
majority vote of the members of MO Blues Association, Inc. membership present
and voting, provided that all proposed amendments of the upcoming vote have been
mailed to voting members 30 days prior to the scheduled meeting.
ARTICLE XV - Dissolving the organization
Section 1 - If for any reason no members of the MO Blues Association Inc want to
serve on the board of directors or any board wants bring the MO Blues
Association Inc to an end this organization will need to be dissolved and the
following procedures must be followed.
Section 2 - An honest attempt to find any persons who will continue the mission
of MO Blues and will serve as a board of directors should me made. If no member,
former members or persons outside the organization can be located then an
advertisement shall be ran once a week for one month in multiple papers
including newspapers in Jefferson City, Columbia and in area papers such as the
Ad Tracker, Ad Finder or similar area wide papers. The ad will state that
interested parties are being sought to run this organization and state the
deadline and the fact that MO Blues will end if no interested persons are
located. This same information will also be posted on the MO Blues website if it
is still functioning.
Section 3 - If no persons can be located to take over the MO Blues Association
the assets of the organization need to be accounted for. Spending off the funds
on events, parties or similar functions is not allowed.
a. All outstanding bills will be paid.
b. An honest attempt should be made to sell or auction any non monetary assets
including but not limited to supplies and equipment that were purchased by MO
Blues funds. All funds from the sale of assets shall be deposited into the MO
Blues Association Inc bank account.
c. A final outside audit using a professional book keeping or tax service shall
be done.
d. All funds accounted for shall be donated to one of the following
organizations as a whole or divided among them. The Blues Foundation, Music
Maker Relief Foundation. If for some reason these organizations are no longer
operating then the funds should be donated to a similar non-profit blues org.
e. The Secretary of State of Missouri, IRS and the Blues Foundation should be
notified that The MO Blues Association Inc has been dissolved. A final financial
accounting should be sent to the Secretary of State and IRS as there will be no
person to contact in the future.
home
about become
a member upcoming
events picture
archives
blues
radio bands business
links merchandise
contact board
newsletter
ads fun
stuff CD reviews
events