BYLAWS OF MINNESOTA BLUES SOCIETY
(formerly Greater Twin Cities Blues Music Society)
Article I: Name and Purpose
The name of this corporation is Minnesota Blues Society.
This purpose of this corporation is to educate the general public about the art form of blues related music by performance, by enhancing appreciation and understanding, by interpreting and by preserving blues related music.
1.3 Registered Office
The registered office of the corporation shall be located in Minnesota and, unless otherwise ordered by the Board of the Directors, shall be at 325 Brooks Avenue West, Roseville, MN 55113.
Article II: Limitations on Corporate Activities
At all times shall the following operate as conditions restricting the operations and activities of the corporation:
2.1 No Personal Benefit
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2.2 Lobbying and Related Activities Prohibited
No substantial part of the activities of the corporation shall constitute the carrying on of, propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation 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.
2.3 Conduct Inconsistent with Internal Revenue Code Section 501(c)(3) Prohibited
Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on: (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, corresponding section of any future Federal tax code; or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.
Article III: Membership
Membership in Minnesota Blues Society shall be open to anyone who applies for membership and pays the annual dues. A membership may be an entity, either corporate or natural.
3.2 Classes of Membership
a. Individual membership. Natural persons, not “corporations” or other legally recognized entities.
b. Sponsor membership. Corporations and other legally recognized
entities, not natural persons.
c. Lifetime membership. Any individual member who pays dues at the rate designated for lifetime membership.
This category is exclusively for individuals.
d. Two Individuals from the Same Household. Any two natural personswho reside at the same residential
3.3 Membership Dues
Membership dues for each class of members shall be payable on a yearly calendar basis and will come due on January 1st each year. The Board of Directors will determine the initiation fee, if any, and annual dues payable to the corporation by each class of membership.
3.4 Membership Cards
The corporation shall issue a membership card to each member. Such membership card shall state: the name of the registered holder and the length of membership of the holder which may be a definite or indefinite period.
3.5 Transfer of Membership
Membership is not transferable.
3.6 Voting Rights
Each member is entitled to one (1) vote for the election of the Board of Directors and all business to come before the General Membership meeting.
Article IV: Meetings of Members
4.1 Annual Meeting
The annual meeting of the members of the corporation shall be held during the first week of December at such date, time and place as designated from time to time by the Board of Directors and stated in the notice of thmeeting. At this annual meeting, members shall elect Directors whose terms expire and shall consider and act on other matters as may be raised, consistent with notice requirements set forth in these Bylaws. If the Board of Directors has not designated an annual meeting for a period of fifteen (15) months, fifty (50) members, or ten percent (10%) of the voting membership (whichever is less) may demand the Board of Directors call an annual meeting.
4.2 Special Meetings
Special meetings of the members may be called at any time, for any purpose, by: (a) the President or Vice-President; (b) written request of a majority of the Board of Directors; (c) written request of one-tenth (1/10) of all members entitled to vote at the meeting. When a written request is required, the request to call the meeting shall be made to the President, Vice-President or Secretary and shall state the purpose(s) of the proposed meeting. The Officer receiving the request shall give notice of the meeting to be held between ten (10) and forty (40) days after receiving the request, including the purpose(s) of the proposed meeting. If the Officer fails to give notice of the meeting within seven (7) days from the date on which the request was made, the person who requested the meeting may call the meeting, fixing the time in the manner provided by these Bylaws and giving notice thereof. The business transacted at any special meeting of members shall be limited to the purposes stated in the notice.
a. To Whom Given (Membership of Record)
Notice of any meeting under Article IV of these Bylaws shall be given in
writing to the memberships of record whose yearly dues have been paid
and entitled to vote as of forty-five (45) days before the date of the
The notice shall state the place, day and hour of the meeting and, in the
case of a special meeting, the purpose(s) for which the meeting is called
and the procedure for appointing proxies.
c. How Given
Notice must be delivered not less than five (5) nor more than forty-five(45) days before the date of the meeting. Publication in the corporation’s newsletter, if any, of the above information shall be deemed to be proper
notice upon deposit of such newsletter, properly addressed, in the United States Mail. Notice may also be given by electronic mail upon the member’s consent.
d. Members’ list for meeting.
After fixing the record date as set forth in Article IV, Section 4.3.a. above, the corporation shall prepare alphabetical list of the names and addresses of the memberships entitled to notice and to vote. Only those
memberships of record are entitled to notice and are entitled to vote at
the proposed meeting.
4.4 Additional Items Not In Notice May Be Considered
Except for a motion to amend these Bylaws or the Articles of Incorporation, any item may be added to the agenda by motion and adoption by three-fourths (3/4) of the majority of the members present at the scheduled members’ meeting.
Proxies shall be permitted at all meetings. The appointment of a proxy shall be in writing filed at least seventy-two (72) hours before the meeting with the Secretary of the corporation or the person who has been designated to act as secretary at the meeting.
The lesser of five percent (5%) or ten (10) members entitled to vote (exclusive of Officers and Directors) and present in person shall constitute a quorum at all meetings of the members for the transaction of business. If, however, a quorum shall not be present at the start of any meeting of the members, the meeting may be adjourned for that reason.
When a meeting of the members is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
If a quorum is present at any meeting, the vote of the majority of the members entitled to vote, present in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by the Articles of Incorporation. Each membership of record entitled to receive notice is entitled to one vote on each matter submitted to a vote at a meeting of members.
4.9 Place of Meetings
Meetings of the members shall be held at any place within or without the State of Minnesota designated by the Board of Directors and, in the absence of such designation, shall be held at the registered office of the corporation.
4.10 Action by Written Ballot
Where any action may be taken at a regular or special meeting of the members, the Board of Directors may call for action to be taken without a meeting through written ballots delivered to the memberships of record entitled to vote on the matter. The ballots must set forth each proposed action and provide an opportunity to vote for or against each proposed action. In order for approval by ballot to be valid, the number of votes cast by ballot must conform to the quorum requirements of Article IV, Section 4.6 of these Bylaws.
Article V – Directors
The affairs of the corporation shall be managed by a board of not less than three (3) and not more than nine (9) Directors, as the Board shall from time to time determine.
Directors shall be at least twenty-one (21) years of age and must be members of the corporation at the time of nomination and maintain membership throughout their term.
Election and Tenure
The members shall elect the Directors at the annual meeting of the members. The term of office of a Director is two (2) years. A Director shall hold office for the term for which s/he has been elected and until a successor has been elected and qualified, except in cases of resignation or removal.
In the event two or more candidates receive the same number of votes creating a “tie” and the tie needs to be resolved to determine who will serve as a Director, there shall be a separate vote immediately after the
tie is apparent to resolve the tie. Only those candidates who receive the same number of votes creating the need for a separate vote shall be on the ballot for the next vote. The tie will be resolved in favor of thecandidate receiving the most votes. Members of the organization seeking election to the Board of Directors shall register their name with the President or Vice-President of the organization at least sixty (60) days prior to the Annual Membership Meeting.
The Board shall have the authority to fill any vacancy occurring on the Board of Directors due to death, resignation, removal or disqualification. Each Director elected by the Board of Directors to fill a vacancy shall hold office until thatterm is completed.
Each Director shall have the right to resign at any time upon written notice thereof to the President or Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
The Board, by three-fourths (3/4) majority vote, may remove a Director at any time, with or without cause, when the Board determines it is in the corporation’s best interests.
5.3 Meetings: Types and Notice
Immediately after each annual election, at the place of such election, the newly elected Directors may meet forthwith for the purpose oforganization, the election of officers and the transaction of any other
business of which special notice is not required by law or by these Bylaws, and if a quorum of the Directors
are then present, no notice of such meeting is required. The place and time of the first meeting of
newly elected Directors may, however, be fixed by written consent of all the Directors or by notice to all Directors as provided in Article V, Section 5.3.d of these Bylaws.
Regular meetings of the Board shall be held on such dates and at such times and places as the Board shall from time to time determine to transact such business as may lawfully come before each meeting. The
Board of Directors shall meet at least six (6) times per calendar year.
Special meetings of the Board shall be held whenever called by the President of the corporation or upon written request of any three (3) Directors.
Notice of Meetings
It is the duty of the Secretary or President of the corporation to give sufficient notice of all meetings of the Board of Directors to each Director. Sufficient notice will be given if the Secretary or President
delivers in person or sends by United States mail, facsimile, or electronic mail the date, time and place of the meeting to the Director at least five (5) days before the meeting. Attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction on the ground that the meeting is not lawfully called or convened.
5.4 Quorum for Meeting
A majority of the Directors shall constitute a quorum for the transaction of business at all meetings convened according to these Bylaws. Directors may appear in person, by proxy or through telephonic means. Directors may not appear by electronic mail.
The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by law or these bylaws. A Director may not vote if the Board decides by a two-thirds (2/3) vote of the Directors present, that the Director has a conflict of interest defined in Article V, Section 5.10 of the bylaws.
A Director may vote at a meeting of the Board by proxy executed in writing by the Director and delivered to the Secretary or President of the corporation at least seventy-two (72) hours prior to such meeting. Each proxy shall be revocable unless otherwise irrevocable by law.
5.7 Appointive Officers and Agents
The Board may appoint such officers and agents (in addition to those provided for in Article VI) as the Board may deem necessary to perform such duties as prescribed by the Board. All appointive Officers and agents shall hold their respective offices or positions at the pleasure of the Board, and may be removed from office or discharged at any time for any reason or no reason at all, with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such Officers and agents.
The Board may designate a member or members of the Board to constitute committees, including an executive committee. Each committee must have appointed to it one (1) or more Directors. Each committee shall have and may exercise such powers as the Board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board provides otherwise. Each committee must keep a record of its proceedings and must report the proceedings to the Board at the succeeding meeting of the Board. The Board has the power, at any time, to change the number, subject and members of any such committee, to fill vacancies and discharge any such committee.
5.9 Board Action Without a Meeting
Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the Directors.
5.10 Conflict of Interest
Every Director is required to disclose all other associations or organizations in which they or a close family member are involved by completing a Conflict of Interest Director’s Questionnaire, attached to these bylaws as Exhibit A. A contract or other transaction between this Corporation and its Director or between its Director and a related organization, or between this Corporation and an organization in or of which its Director, Officer, or legal representative has a material financial interest is not void or voidable because the Director or the other organization are parties or because the Director is present at the meeting of the Board or a committee at which the contract or transaction is authorized, approved, or ratified if:
1. The contract or transaction was fair and reasonable as to the Corporation when it was authorized, approved
or ratified; and
2. The material facts as to the contract or transaction and as to the Director’s interest are fully disclosed or
known to the Board or a committee, and the Board or committee authorizes, approves or ratifies the contract
or transaction in good faith by a majority of the Board or committee, but the interested Director may not be
counted in determining the presence of a quorum and may not vote.
For purposes of this section:
1. A Director does not have a material financial interest in a resolution fixing the compensation of the Director
or fixing the compensation of another Director as a Director, Officer, employee or agent of this Corporation,
even though the first Director is also receiving compensation from this Corporation; and
2. A Director has a material financial interest in an organization in which the Director, spouse, parents,
children and spouses of children, brothers and sisters or spouses of brothers and sisters of the Director
have a material financial interest.
5.11 Self Dealing
Section 1. Loans. This corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self-Dealing Transactions. Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest.
Section 3. Approval. This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director’s interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
Section 4. Committees and members. No member of the organization shall receive payment from the organization or from any of its funds for goods or services provided or for activities conducted in the name of the corporation without approval by the Board of Directors or its designee(s). Reimbursement for funds advanced in furtherance of corporation events and activities shall be allowed provided a full disclosure and accounting of the same is provided and they are approved as provided herein. The President, Vice-President and committee chairs of sponsoring corporation committees can authorize reimbursement of reasonable and necessary expenses incurred the furtherance of corporation activities provided the amount sought does not exceed $100.00 and a full disclosure and accounting is given. Pre-approval of all anticipated specific expenses is encouraged.
Article VI – Officers
6.1 Designation and Election
The Officers of the corporation shall be the President, Vice-President, Secretary, Treasurer and such other Officers (with such powers and duties) as may be determined by the Board of Directors. The Officers shall be elected annually by the Board of Directors at the first meeting of the board after the annual meeting of the members. Any Officer so elected shall hold office until the first meeting of the Board of Directors after the annual meeting of members next succeeding and until the election and qualification of his or her successor, except in cases of resignation or removal.
The Board shall approve candidates for office based on their qualifications. To qualify for office, Officers must be at least twenty-one (21) years of age and must be duly elected Directors on the Board of Directors. The Board may conduct any background search it deems necessary, consistent with business necessity, Minnesota and Federal law in determining whether an individual is qualified for the office that person seeks. Any Director may hold more than one office.
An Officer may be removed, with or without cause, by three-fourths (3/4) majority vote of the Board of Directors.
Any Officer may resign at any time by giving written notice thereof to the President or Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.
6.5 Board May Fill Vacancy
Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board in accordance with Article VI, sections 6.1 and 6.2 of these bylaws.
6.6 Officer Duties
The President shall: (i) preside at all meetings of members and of the Board of Directors; (ii) have and exercise general charge and supervision of the affairs of the corporation; (iii) see that all orders and resolutions of the Board are carried into effect; and (iv) perform such other duties as may be assigned by the Board.
At the request of the President or in the event of his or her absence or disability the Vice-President shall perform the duties and possess and exercise the powers of the President and shall have such other powers as the Board of Directors may determine.
The Secretary shall: (i) attend all meetings of the Board; (ii) take attendance and record all the proceedings of the meetings of the Board and the members in a minute book to be kept for that purpose; (iii) keep the records of the corporation; (iv) determine the members of record when required under these Bylaws for notice of meetings; (v) give or cause to be given notice of all meetings of the Board and of the members; and (vi) perform such other duties as may be assigned by the Board.
The Treasurer shall: (i) have custody of the corporate funds and securities subject to such regulations as may be imposed by the Board; (ii) keep full and accurate accounts and records of the financial transactions of the corporation; (iii) disburse the funds of the corporation as directed by the Board or the President; (iv) render an account of all transactions and of the financial condition of the corporation to the Board when requested and to the membership at the annual meeting; and (v) ensure the required tax reports for the corporation are prepared and filed.
The Board may, at its discretion, provide educational opportunities for Officers regarding their duties as Officers of a non-profit organization.
Article VII – Amendments
These Bylaws may be amended at any time and from time to time by the affirmative vote of a majority of the directors then in office, provided that written notice of the meeting and of the proposed amendment shall be given to each director not fewer than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.