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A 501
(c) 3 non-profit organization PO Box 3177, Reno, NV
89505
www.nnba.org
BY-LAWS OF THE NORTHERN NEVADA BLUEGRASS ASSOCIATION
Adopted February 16, 2008 by the membership at the
Annual Meeting
Article I.
Name/Principal Office
Section 1.01
The organization shall be known as the “Northern
Nevada Bluegrass Association” or “NNBA” (hereinafter the
“Association”).
Section 1.02
The name “Northern Nevada Old Time Fiddlers
Association” is considered an integral part of the
Association.
Section 1.03
The principal office of the Association is hereby
fixed and located in Northern Nevada. The Board of
Directors is hereby granted full power and authority to
change said principal office from one location to
another in the Northern Nevada Counties. Any such change
shall be noted by the Secretary, but shall not be
considered an amendment of these by-laws.
Article II.
Purpose
Section 2.01
The Association is organized and operated
exclusively for charitable and educational purposes
within the meaning of Section 501 (c) (3) of the
Internal Revenue code of 1986 (or corresponding
provision of any future United States Internal Revenue
law).
Section 2.02
The purpose of the Association is to promote and
preserve bluegrass, old time, traditional and related
folk music – acoustic music from a common American
heritage (hereinafter referred to as “Bluegrass Music”)
– in the Northern Nevada area by:
(a)
Providing education to the community
(b)
Encouraging musicians to play and share Bluegrass
Music at informal potlucks and gatherings;
(c)
Publishing and distributing a newsletter; and,
(d)
Sponsoring and promoting Bluegrass Music events
and an annual festival.
Article III.
Limitations
At all times the following shall operate as
conditions restricting the operations and activities of
the Association:
(a)
No part of the net
earnings of the Association shall inure to any member of
the Association not qualifying as exempt under
Section 501(c)(3) of the Internal Revenue Code of 1986,
as now enacted or hereafter amended, nor to any Director
or officer of the Association, nor to any other private
persons, excepting solely such reasonable compensation
that the Association shall pay for services actually
rendered to the Association, or allowed by the
Association as a reasonable allowance for authorized
expenditures incurred on behalf of the Association;
(b)
No substantial part of the activities of the
Association shall constitute the carrying on of
propaganda or otherwise attempting to influence
legislation, or any initiative or referendum before the
public, and the Association shall not participate in, or
intervene in (including by publication or distribution
of statements), any political campaign on behalf of, or
in opposition to, any candidate for public office;
(c)
Notwithstanding any other provision of these
articles, the Association shall not carry on any other
activities not permitted to be carried on by an
Association exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code of 1986, as now
enacted or hereafter amended;
(d)
The Association shall not lend any of its assets
to any officer or director of this Association, or
guarantee to any person the payment of a loan by an
officer or director of this Association.
Article IV.
Membership
Section 4.01
Eligibility of Membership. Any person
interested in the purposes for which the Association has
been formed is eligible for membership and shall become
a regular member of the Association upon payment of
dues.
Section 4.02
Classification of Memberships. There
shall be two types of members of the Association:
regular members, and honorary lifetime members. The
Board of Directors may select persons for honorary
lifetime membership who in their judgment have made
outstanding contributions to the association.
Section 4.03 Definition of
Memberships and Voting Rights. “Single membership”
denotes one adult member and is entitled to one vote.
“Couple membership” denotes two adult members using one
mailing address and is entitled to one vote per member.
“Voting child member” denotes one child ages 12-18 and
is entitled one vote. “Non-voting child member” denotes
the child of an adult member ages 0-18 and is not
entitled to voting privileges. All voting members shall
have equal voting and other rights.
Section 4.03
Dues. Payment of dues will be required to
become a member of the Association and continued
membership will require payment of dues annually
thereafter with the exception of honorary lifetime
members who will not be required to pay dues. Dues
shall be a sum as may be fixed from time to time by the
Board of Directors.
Termination of Membership. A membership
shall terminate upon the death or resignation of the
member, upon failure to pay annual dues within ninety
days of the due date therefore set by the Board of
Directors, or upon their expulsion by a majority vote of
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 their 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 4.04
Annual Meeting of Members. Annual
meetings of the members of this Association shall be
held in February at the place and time determined by the
Board of Directors. 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 them at their address as it is shown on the
records of the Association, 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 4.05
Special Meetings. Special meetings of the
members of the Association for any purpose or purposes
may be called at any time by the President of the
Association, by the Board of Directors, or by at least
one-fifth of the members of the Association. 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 4.06 Quorum. The
presence in person or by proxy of one-fifth of the
members of the Association shall constitute a quorum for
the transaction of business at any meeting of the
members.
Article V.
Directors
Section 5.01
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
seven (7). 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 5.02
Election and Term of Office
(a)
Directors shall be elected at each annual meeting
by a majority vote of members present or as represented
by mail-in ballot. The annual meeting is to be held in
February as designated by the President. Mail-in ballots
shall be opened and counted on the date set by the Board
of Directors. 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.
(b)
Each incumbent Director, unless they make a
timely objection, shall automatically be nominated for
re-election and their name shall be placed on the
ballot. Any member in good standing may nominate or be
nominated for elective office. Likewise, any member in
good standing may second a nomination. Nominations may
be made up to and including election day. An absent
member may be nominated by a two-thirds vote of the
existing Board of Directors however the member must
submit written verification to accept the nomination.
(c)
To be considered a candidate for office, the
candidate must reside in Northern Nevada or the
surrounding communities, have demonstrated a commitment
to the purpose of the Association as outlined in Article
II, and have been a member in good standing for one
year.
(d)
All Directors shall hold office until their
respective successors are elected.
(e)
The Directors shall meet as soon as reasonably
practicable after each annual election to choose the
Association officers. The President may call meetings of
the Board of Directors and shall preside at all meetings
of the Board.
Section 5.03
Meetings. Meetings of the Board of
Directors shall be called and held as may be ordered by
the Directors. Any member in good standing may attend
any meeting of the Association Board of Directors.
Members attending under this provision may only observe
unless a motion to recognize them and receive comments
for a specified time is properly received and granted by
the Board.
Section 5.04
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 from the Director or a member of the Director's
family.
Section 5.05
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
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 5.06
Powers. Subject to the limitations of the
Articles of Incorporation and of NRS 82.006, et seq.,
as amended, 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 officers, 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,
policies 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 Association's
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 5.07
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 5.08
Fees and Compensation. Directors shall
receive no compensation for their services, but may
receive such reimbursement for expenses as may be fixed
by the Board.
Section 5.09
Removal and Resignation. Any Director may
resign at any time. Any member of the Board of Directors
with three successive absences from regularly scheduled
Board Meetings may be removed from office by a majority
vote of the remaining Board of Directors. The Board of
Directors may at any time remove the President or any
Board Member from office by two-thirds vote: 1) for any
reason determined to be in the best interests of the
Association; or 2) if it is determined that they are not
performing the required or necessary duties; or 3)
acting in any manner determined to be unlawful or
unethical; or 4) in knowing and willful violation of the
Association by-laws; or 5) in any manner which brings
discredit or disrepute to the Association. Vacancies
caused by death, resignation or removal of any Director
may be filled by appointment by the Board of Directors.
Section
5.10 Advisors to the Board of Directors. A
past Director may, at the end of their term of office,
become an Advisor to the Board of Directors for the
purpose of training and transitioning their duties to
the replacement Director. The position of Advisor will
be a six-month appointment and will be by mutual
agreement between the out-going Director and the Board
of Directors.
Article VI.
Officers
Section 6.01
The Officers of the Association shall be a
President, a Vice President, a Secretary, a Treasurer, a
Membership Coordinator, an Activities Coordinator and an
Outreach Coordinator. One person may hold two or more
offices, except those of President and Secretary.
Section 6.02
Election. The Members of the board of
Directors will be elected annually at the general
business meeting in February. The officers shall be
chosen annually by the newly elected Board of Directors
and each shall hold their office until they shall
resign, be removed, or be otherwise disqualified to
serve, or until their successor shall be elected and
qualified.
(a)
Qualifications of Officers. All officers
of the Association must be members in good-standing who
have resided in Northern Nevada or the surrounding areas
for not less than one year, have demonstrated a
commitment to the purpose of the Association as outlined
in Article II, and have been a member for at least one
year.
Section 6.03
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 6.04
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; coordinate the annual festival; and appoint
committees. The President shall regularly consult with
the Board of Directors and, consistent with their rules,
policies and regulations, conduct, manage, and control
the affairs and business of the Association.
Section 6.05
Vice President. The 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 President
shall have such other powers and perform such other
duties as may be prescribed from time to time by the
Board of Directors.
Section 6.06
Secretary. The Secretary shall keep 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 Director's meetings, and the
proceedings thereof. The Secretary shall keep a register
showing the names and addresses of each regular member,
and shall conduct the official correspondence of the
Association.
Section 6.07
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 an authorized officer of the Association. 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 6.08
Membership Coordinator. The Membership
Coordinator shall oversee membership recruitment;
maintain a current contact list of members; make such
reports on the membership as may be requested by the
Board of Directors and to provide membership information
to new and prospective members.
Section 6.09
Activities Coordinator. The Activities
Coordinator shall oversee the organizing of the
Association’s social events such as, but not limited to,
potlucks and jams; obtain and maintain contracts as may
be necessary to procure sites and venues for said social
events as well as board meetings and annual meetings and
other events as approved by the Board of Directors.
Section 6.10 Outreach
Coordinator. The Outreach Coordinator shall promote the
activities of the Association to the general public and
media; solicit and maintain relationships with
Association sponsors.
Article VII.
Debt Obligations and Personal Liability
No member, officer or Director of this Association
shall be personally liable for the debts or obligations
of this Association of any nature whatsoever, nor shall
any of the property of the members, officers or
Directors be subject to the payment of the debts or
obligations of this Association.
Article
VIII.
Miscellaneous
Section 8.01
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 8.02
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 8.03
Inspection of By-Laws. The Association
shall keep the original or a copy of these by-laws, as
amended or otherwise altered to date, certified by the
Secretary, which shall be available for inspection by
the members at reasonable times.
Section 8.04
Construction and Definitions. Unless the
context otherwise requires, the general provisions,
rules of construction and definitions contained in the
NRS Chapter 82, Nonprofit Associations, shall govern the
construction of these by-laws.
Article IX.
Amendment of Bylaws
Section 9.01
Amendment by Members. These by-laws may
be amended by the vote or written assent of a majority
of the members, or by a majority vote of a quorum of the
members at a meeting called for that purpose.
Section 9.02
Amendment by Directors.
(a)
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.
(b)
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 member 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.
Article X.
Dissolution
Upon the dissolution and winding up of the
Association, after paying or adequately providing for
the debts and obligations of the organization, the
remaining assets shall be distributed to a nonprofit
fund, foundation, association or Association organized
and operated exclusively for the purposes specified in
section 501 (c) (3) of the Internal Revenue Code and
which has established its tax-exempted status under that
section.
Certificate of Secretary
I, the
undersigned, do hereby certify that I am the duly
elected and acting Secretary of the Northern Nevada
Bluegrass Association, a Nevada nonprofit Association,
and that the foregoing by-laws comprising 8 pages
constitute the Constitution and By-laws of said
Association as duly adopted at the annual meeting of the
membership thereof duly held on February 16, 2008.
IN
WITNESS WHEREOF, I have hereunto subscribed my name on
the ____ day of __________________, 2008.
By:
_______________________________________
Secretary
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