Central Texas

CTBA BYLAWS CENTRAL TEXAS The Association is a Texas non-profit 5.03 Nominations and Elections. BLUEGRASS ASSOCIATION, INC. corporation supported primarily by Members of the Board of Directors shall be contributions and donations. Any elected by the general membership of the A Non-Profit Corporation individual, family, group, organization, or Association, with half the directors being BYLAWS business may become a member of the elected each year by mail-in ballot, electronic Association by making an annual mail is sufficient. Ballots listing the slate of Article I - Name contribution in an appropriate category candidates for board membership shall be defined by the Board of Directors, such as mailed to the membership on or before The name of the organization shall be the (but not limited to) Individual, Student, October 1 of each year; marked ballots, Central Texas Bluegrass Association, Inc. Family, Band, Business, Patron, Sponsor, including any write-in candidates, shall be etc. returned to the Association on or before the Article II - Purpose The Board shall determine appropriate annual meeting, and shall be verified and The purpose of the Central Texas categories and minimum contribution counted at the annual meeting by the Bluegrass Association shall be: amounts. Changes to minimum Nominations Committee. A slate of proposed Directors shall be presented by a  To further the enjoyment of contribution levels shall not be made more than once in a calendar year, shall take four member Nominations Committee, bluegrass music, for ourselves and which shall be appointed by the board and others, through teaching, sharing and effect on the renewal of a membership, and shall include two persons from the current playing; must be published at least 90 days before the effective date. Memberships begin in board and two persons from the general  To encourage participation in the month of contribution, and expire that membership. This committee shall oversee bluegrass music and events; same month in the following year; the election process, including mailing, receipt, and verification of ballots, and  To promote bluegrass music as family membership contributions may be prepaid informing the President of election results entertainment; for not more than one additional year. for communication to the membership.  To support and sponsor area Article V - Board of Directors Directors shall be elected to the open workshops, festivals and concerts; positions based on the numbers of votes for 5.01 Numbers . The Board of each nominee, Nominees shall be ranked by  To support area musicians and bands Directors shall consist of not more than ten the number of votes received; open that play bluegrass and related music; elected members, plus the immediate past positions shall be filled from this ranked list,  To inform members about bluegrass president, who shall serve a one-year ex- beginning with the candidate receiving the and related events around the state; officio term immediately following the year greatest number of votes. Ties shall be of presidency. The ex-officio past resolved by the current Board of Directors.  To cooperate with other organizations president shall not hold an officer's position, to promote bluegrass and related unless the ex-officio term coincides with an 5.031 Special Elections. The Board of music. unexpired Board term to which that person Directors may call a special election by was elected. mail ballot to elect a new director(s) when Article III - Offices there are fewer directors serving on the 5.011 Terms . An elected director shall board than the number authorized in 5.01 3.01 Registered Office. The registered serve a two-year term and may serve as above. Procedures shall be as outlined in office of the corporation shall be located many terms as elected; excepting cases of paragraphs two and three of 5.03 above. in Central Texas. resignation or removal, the term shall extend Ballots shall be mailed to the membership 3.02 Other Offices. The corporation until a successor takes office. New members at least 30 days prior to the due date may also have offices at such other places elected to regular terms shall take office at specified for the return and counting of both within and without the State of Texas the first board meeting of the fiscal year; a ballots. as the Board of Directors may from time member elected to the board to replace a 5.032 Terms of Directors Elected by to time determine or the affairs of the director who has resigned or who is Special Election. A Director elected by corporation may require. removed, shall take office immediately. special election shall serve until the end of 5.02 Powers . Subject to the the next complete fiscal year following the Article IV - Membership limitations imposed by law, the Articles of special election. However, if required to Membership in the Central Texas Bluegrass Incorporation or by these Bylaws, all balance the alternate year election Association shall be available to any listener, corporate powers shall be exercised by or requirement of 5.03 above, the term of a player, fan, or friend of bluegrass music. under the authority of the Board of special election may be limited to the Directors, and the business and affairs of the current fiscal year. Membership is mandatory to participate as Corporation shall be controlled by the Board a member or officer of the Board of 5.04 [Deleted] of Directors. Directors. 5.05 Duties of Board of Directors. Duties General Provisions: and responsibilities of members of the board of directors shall be as defined in these By- All members shall: receive a copy of the laws and by the current State of Texas Non- Association newsletter, have the right to Profit Corporation Code. attend business meetings and voice opinions, 5.06 Change in Number. The have the right to vote and hold office, and authorized maximum number of directors shall make an annual contribution of a may be increased or decreased from time to minimum amount as determined by the time by amendment to these Bylaws. Board of Directors. 5.061 Resignation. A Board member 5.12 Quorum. A meeting of the Board 6.02 Election. The officers of the may resign by giving written notice to the of Directors shall be convened only if at least Corporation shall be selected from and elected President or the Secretary. The resignation a simple majority of the total number of by the Board of Directors. Each shall hold shall take effect at the time specified Directors is present; the meeting shall be office for a term of’ one year or until therein, or immediately if no time is adjourned if the number of directors designation or removal by the Board or specified therein. Unless otherwise present becomes less than this majority. other disqualification, or until a successor specified therein, the acceptance of such The total number of Directors considered in shall be elected and take office. No Director resignation shall not be necessary to make determining a quorum shall not include may be elected to a position of officer who it effective. Directors who have resigned or have been has not consented to serve if elected. 5.062 Resignation Without Notice. A removed, and for whom no replacement has 6.03 Removal . Any officer or agent Board member who misses three taken office. elected or appointed by the Board of consecutive regular meetings of the Board of 5.121 Majority Vote. Except as Directors may be removed by the Board of Directors shall be considered to have otherwise required by statute or these Directors whenever in its judgment the best resigned from the Board without notice. Bylaws, any action of the Board of Directors interest of the Corporation will be served This resignation shall be automatic and shall pass upon the affirmative vote of a thereby. Such removal shall be without non-reversible unless waived by vote of the simple majority of the Directors present at a prejudice to the contract rights, if any, of the Board at the first regular meeting following duly convened meeting. Each Director person so removed. Election or appointment the third meeting missed by the Director. present shall have one vote; accumulations of an officer or agent shall not of itself 5.07 Removal . A Director may be and proxies for more than one vote per create contract rights. removed for cause by: Director are not allowed. 6.04 Vacancies. Any vacancy occurring a) the affirmative vote of a majority 5.13 Compensation. No Director shall in any office of the Corporation may be filled of the Directors present at a regular meeting be paid for service as a Director; however by the Board of Directors. of the board of directors, providing notice any expenses incurred by a Director in 6.05 Authority. Officers and agents of the proposed removal has been given, connection with the affairs of the shall have such authority and perform such and that Director is given the opportunity to corporation may be reimbursed by the duties in the management of the Corporation be heard, and corporation. This provision does not as are provided in these Bylaws or as may be preclude any Director from serving the b) the affirmative vote of a majority of determined by resolution of the Board of Corporation in another capacity and Directors not inconsistent with these Bylaws. directors in response to a mail ballot following receiving compensation therefore. the meeting at which the first vote for 6.06 President. The duties of the removal was taken. 5.131 Indemnification . The President shall be to preside at all Association shall indemnify all Directors 5.08 Vacancies. Any vacancy occurring meetings of the Board of Directors and of and other persons, including agents, the general membership. The President in the Board of Directors shall be filled by employees, and volunteers, authorized to an affirmative vote of a majority of the shall serve ex-officio on all committees act for the corporation, as provided in except where otherwise stated in the remaining Directors. A Director elected to paragraph G of Article 1396-2.22A of the fill a vacancy shall take office immediately Bylaws but is under no obligation to attend Texas Non-Profit Corporation Code (Title 32, committee meetings. The President shall upon notice by the President or in effect January 1,1994). Powers and duties Secretary, and shall serve for the supervise generally the affairs of the of indemnification shall be as provided by Corporation, execute the policies of the unexpired portion of the predecessor’s this article of the Corporation Code. term. Corporation as directed by the Board, and 5.14 Procedure . The Board pf perform such other duties as may be 5.09 [Deleted] Directors shall keep regular minutes of its entrusted to the President by the Board or the 5.10 Regular Meetings. Regular proceedings. These minutes shall be membership. The President or a duly meetings of the Board of Directors shall placed in the minute book of the appointed representative from the Board be held monthly without notice at such Corporation. shall cosign all notes, instruments of time and place as be determined by the 5.15 Action Without Meeting. Any indebtedness and other financial Board. A regular meeting may be action required or permitted to be taken at a instruments, enter into all contracts and cancelled by the Board, providing that the meeting of the Board of Directors may be agreements on behalf of the Corporation, Board meets not less than once during a taken without a meeting if a consent in execute all written instruments and two-month period. writing or a waiver of notice, setting forth documents as may be required by the the action so taken, is signed by all members Corporation.. All of the above is subject to the 5.11 Special Meetings. A special approval of the Board of Directors. meeting of the Board of Directors may be of the Board of Directors. Such consent called by the President on one day’s notice to shall have the same force and effect as a 6.061 Vice President. The Vice all Directors; or, upon the written request majority vote at a meeting. The signed President shall act in the capacity of the of two other Directors, the President or consent, or a signed copy, shall be placed President when the President is absent or Secretary shall call a special meeting with in the minute book. incapacitated. In the event of resignation or one days notice given to all directors. removal of the President, the Vice President The purpose of any special meeting must Article VI - Officers shall act in the capacity of President until such be specified in the meeting notice. A 6.01 Officers. Officers shall be a time as the Board of Directors elects a person waiver of notice shall be provided when a President, Vice President, Secretary, and to fill the remainder of the vacated term. The Director can not be contacted prior to the Treasurer. The Board of Directors shall Vice President shall perform other duties as special meeting, or cannot attend the special have the power to appoint .such assigned by the Board. meeting. subordinate officers, employees or agents as may in its judgment be necessary. Designation of title, assignment of duties and awarding of compensation, if any, shall be subject to the recommendation and approval of the Board of Directors. 6.07 Secretary. The Secretary shall The Treasurer shall fulfill all duties 7.06 Amendment of Bylaws . keep, or cause to be kept, a book of minutes required by the corporation or by state and Proposed amendments to the Central Texas at the principal office or such other place as Federal laws relative to audits, reports, tax Bluegrass Association Bylaws shall be the Board of Directors may order, of all statements, and other fiscal matters. The written, signed by a member, and filed with meetings of the Directors and members, Treasurer shall cosign all notes, the President of the Association. The specifying the time and place of holding and instruments of indebtedness, and such President shall turn it over to the Board of whether regular or special, the notices given other financial instruments as may be Directors for evaluation. If the Board of thereof, the names of those present in required to be executed and delivered by the Directors advise for the adoption of the person at such meetings, and the Corporation, from time to time, and subject amendment, the President shall publish the proceedings thereof. The Secretary shall also to the approval of the Board. The proposed amendment for the information keep, or cause to be kept, at the principal Treasurer shall be bonded at the will of the and consideration of the membership. An office or other such place a membership Board of Directors. amendment proposed to the membership book containing the name and address of may be submitted for adoption by vote at each member, and in any case where Article VII. - General Provisions the Annual Meeting, or by a mail ballot; a membership shall be terminated such fact 7.001 Annual Meeting. The President proposed amendment shall be adopted shall be recorded in this book together shall announce an Annual Meeting of the upon the affirmative vote of a majority of with the date such membership ceased. Association membership, at such time and the members attending an Annual The Secretary shall give, or cause to be given, place in the Central Texas area as directed Meeting, or in the case of a mail vote, by a notice of all meetings required by the Bylaws by the Board. Sixty days notice by mail to majority of the ballots received. A or by law to be given, and shall keep the seal the membership shall be given prior to the member proposing an amendment rejected of the Corporation if one exists, in safe meeting; the notice shall include an agenda by the Board of Directors may have the custody, affixing it to documents as the for the meeting, indicating any actions proposed amendment brought before the business of the Corporation may require. proposed for vote by the membership. This membership for a vote by securing the meeting shall be convened only if a quorum signatures of one-third of the membership The Secretary shall receive and preserve all of ten percent of the total registered and filing it with the President. The pertinent correspondence or a record thereof membership is present. Any proposed President shall then be bound to bring it addressed to the Corporation of any motion shall pass upon the affirmative before the members for a vote. member, Director or officer thereof, and vote of a simple majority of the members shall present them for appropriate action 7.07 Inspection of Corporate Records . present at a duly convened Annual or disposition by the respective addressee. The books of account and the minutes of Meeting. In the instance of written communications proceedings of the membership and addressed to the Secretary of the 7.01 Books and Records. The Directors, and of the Executive and other Corporation, the Secretary shall present Corporation shall keep correct and Committee of Directors shall be open to them for action or disposition at the next complete books and records of account inspection upon the written demand of any meeting of the Board. and shall keep minutes of the proceedings member or Director at any reasonable time of its Board of Directors. and for a purpose reasonably related to his The Secretary shall have such other powers interest as a member or Director. Such and perform such other duties as may be 7.02 Annual Audit . At the end of inspection may be made in person or by an prescribed in these Bylaws or by the Board of each fiscal year, the Treasurer shall agent or an attorney representing the Directors. audit the books and records of the requesting member, and shall include the Corporation, and prepare a financial 6.08 Treasurer . The Treasurer shall right to make copies and extracts. statement for review by the Board, which keep and maintain, or cause to be kept and Demand of inspection shall be made in shall publish a financial statement for the maintained, adequate and correct accounts writing to the President, Secretary or any information of the membership. of the properties and business transactions other officer designated by the Board. of the Corporation, including accounts of its 7.03 Checks and Notes . All checks 7.08 Contracts. The Board of Directors assets, liabilities, receipts, disbursements, and demands for money and notes of the except as otherwise provided in the gains and losses. The books of account Corporation shall be signed by such Bylaws may authorize any officer or shall at all times be open to inspection by a officer or officers or such other person or officers, or agent or agents, to enter into Director or member of the Corporation at persons as the Board of Directors may any contract or execute any instrument in the principal office of the Corporation. from time to time designate by the name of or on behalf of the resolution. The Treasurer shall deposit all monies and Corporation, and such authority may be other valuables in the name of, and to the 7.04 Fiscal Year. The fiscal year of the general or confined to specific instances, credit of, the Corporation with such Corporation shall be the calendar year. and unless so authorized by the Board of Directors, no officer, agent or employee depositories as may be designated by the 7.05 Resignation . Any member, Board of Directors. The Treasurer shall shall have the power to bind the volunteer, employee, or agent (Including Corporation to any contract or engagement record the disbursement of the funds of the directors and officers) may resign by Corporation substantiated by receipt or or to pledge its credit or to render it liable giving written notice to the President or for any purpose or to any amount. voucher and shall render to the President the Secretary. The resignation shall take and Directors whenever they request it, an effect at the time specified therein, or 7.08 Mail. Wherever these Bylaws account of all transactions of the financial Immediately If no time is specified require communication by mail, the term condition of the Corporation, and shall have therein. Unless otherwise specified "mail" shall be considered to include such other powers and perform such other therein, the acceptance of such resignation electronic communications, such as by duties as may be prescribed in these shall not be necessary to make it effective. facsimile, internet, and e-mail Bylaws or by the-Board of Directors. transmissions. Members may individually elect to receive communications by regular postal mail.