The Great Lakes Acoustic Music Association
A Michigan Nonprofit Corporation
The name of the organization is The Great Lakes Acoustic Music Association (The Corporation).
The primary purpose of The Corporation is charitable and educational within the meaning of Section 501(C)(3) of the Internal Revenue Code of 1986, or such other provisions of state or federal law as may from time-to-time be applicable. The specific purpose is to “promote, perform and preserve traditional and contemporary music, primarily played on acoustic instruments.”
III. BOARD OF DIRECTORS
- The business and charitable affairs of The Corporation shall be managed by a board of directors comprising of not fewer than six (6) persons and not more than eleven (11) persons, as determined by the board of directors.
- Directors shall serve without pay and only dues-paying members in good standing are eligible to serve as directors.
- Directors shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting of the board (except that no director shall vote for his/her own election) and shall serve for a term of two years each. Individual terms are renewable as approved by the board of directors.
- Should a director die, resign, or be removed, the vacancy may be filled by the board of directors.
- A director may be removed from office, with or without cause, by an affirmative vote of a majority of the directors present at a duly called meeting. Not less than five days’ and not more than 30 days’ notice of such a meeting – stating that removal of such director is to be on the agenda – shall be given to each director.
- The board of directors shall hold an annual board meeting within 60 days of the beginning of the fiscal year. This meeting is not necessarily the same as the annual member meeting.
- Officers of the board of directors shall consist of a president, vice president, secretary and treasurer.
- Officers shall be elected by a majority vote of the board of directors.
- The president shall preside at all board meetings and perform other duties as associated with the office. The president shall be responsible for the day-to-day operation of The Corporation.
- The vice president shall assume the duties of the president in case of the president’s absence.
- The secretary shall be responsible for the minutes of the board, keep all approved minutes in a minute book and send out copies of minutes to all.
- The treasurer shall keep record of The Corporation’s budget and prepare financial reports as needed.
- Officers shall be elected at the annual meeting of the board of directors.
- The membership of The Corporation shall be open to all individuals, persons, corporations, proprietorships, associations, partnerships and clubs interested in the promotion of the objectives and purposes of The Corporation. Such members shall be deemed qualified for membership under the terms established by the board of directors and have met all conditions for membership (such as paying dues).
- There shall be the following classes of membership and dues:
Student or senior citizen $ 10.00
Individual $ 15.00
Family $ 25.00
Contributing $ 50.00
Patron $ 250.00
Lifetime $ 500.00 and up
Membership in any of the above classes shall be by application and payment of the prescribed dues for a given type of membership.
- All classes of membership, except lifetime, shall run from January 1 to December 31 and expire after one year.
- Membership may be terminated if annual dues are not paid within 90 days of the due date.
- An individual member may also terminate membership with written resignation to the secretary of The Corporation.
- Any member may have membership terminated by a two-thirds vote of the board of directors at any time the board shall consider such a move in the best interest of The Corporation. A terminated or suspected member may be reinstated by action of the board of directors.
- Members are not entitled to vote, except in special circumstances determined by the board of directors. In those cases where matters come before the membership, each member shall have one equal vote.
- An annual meeting of membership shall be held at a date, time and place determined by the board of directors. This is not necessarily the same as the annual meeting of the board of directors. The Corporation will provide notice of the annual member meeting to each member in a periodic newsletter or other communication. An officer of The Corporation shall chair the annual member meeting.
- Special meetings of the membership may be called by the board of directors, or at the request of at least eight (8) members. Annual or special meeting notices shall be published in The Corporation’s periodic newsletter, or through other communication methods.
- The board may appoint standing and ad hoc committees as needed.
- Committee members may be members of the board, or other interested persons.
- The board may delegate the appointment of committees and their chairs to the board president.
- The board of directors must meet at least quarterly and may hold its meetings at such times and places as a majority of the directors in office determine. The board may delegate this determination to the president.
- Roberts Rules of Order, Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
- Special meetings may be called at any time upon request by the president or any two directors, provide that any such request shall specify the purpose of the meeting. Such a meeting shall be held within 15 days of such a request.
- Written, telephone, e-mail, or personal notice of any regular or special meeting of the board shall be given at least 48 hours prior to said meeting.
- At all meetings of the board of directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
- A majority of board members constitutes a quorum. In absence of a quorum, no formal action shall be taken, except to adjourn the meeting to a subsequent date.
- Passage of a motion requires a simple majority (ie. One more than half the members present), providing a quorum of directors is present.
IX. CONFLICTS OF INTEREST
- Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the board that is of such a nature that it prevents, or may prevent that member from acting on the matter in an impartial manner will offer to the board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
- Members and officers of the board of directors may participate as performers and instructors in events of The Corporation, provided they are reimbursed no more than the standard pay scale used for other performers and instructors.
- No member of the board of directors shall participate in votes involving his or herself (or his or her band) on selection ballots for events of The Corporation that involve payment of any kind.
X. FISCAL AND BUDGET POLICIES
- The fiscal year of The Corporation shall be January 1 to December 31.
- Prior to the beginning of the fiscal year, a budget of the estimated income and expenditures for the year shall be adopted by the board of directors.
- Revenue from sources other than dues may be raised in such manner as determined by the board of directors.
- These bylaws may be amended by a two-thirds vote of board members present at any meeting, provided a quorum is present and a copy of the proposed amendments are provided to each board member at least one week prior to said meeting.
XII. SPECIAL RULES
- To the full extent permitted by the Michigan Nonprofit Corporation Act, as amended from time-to-time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought, including any such proceeding by or in the right of The Corporation, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of The Corporation, shall be indemnified by The Corporation. This shall be done by an affirmative vote of a majority of the directors at a duly called meeting of the board of directors. Indemnification may be against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. The indemnification shall inure to the benefit of the heirs, executors and administrators of such person.
- The board of directors may from time-to-time adopt, amend, or repeal all or any of the bylaws of this corporation.