River City Blues Society By-Laws
A. This organization shall be known as the River City Blues Society. It shall be referred to herein as the RCBS.
II. Goals And Objectives
A. The goal of the RCBS is to keep the blues alive in the Peoria, Illinois area.
1. To sponsor live performances of Blues music.
2. To promote public education and appreciation of Blues music as a cultural art form.
3. To publicize the significant cultural contributions of Blues musicians and songwriters.
4. To promote and participate in Blues festivals.
III. Membership And Dues [All sections in Article III, re-written and passed March 11th, 2004, format changes only, content unchanged; drafted March 12th, 2008]
A. Individual Membership
1. Any person who subscribes to the goals and objectives of the RCBS is eligible for membership.
2. A completed membership form along with a twenty dollar ($20) annual fee is required for membership.
3. An individual member is entitled to vote while in attendance of any formal RCBS meeting.
4. An individual member is also entitled to vote (in person or by mail) for the yearly election of RCBS officers.
B. Family Membership
1. A family, including children under nineteen (19), shall be eligible for a family membership.
2. Family membership applications shall be made the same as stated in Part A, with the exception being annual membership dues are thirty ($30) dollars.
3. Up to two (2) family members are entitled to the same voting privileges as the individual member.
C. Business Membership
1. The business membership is identical to the individual membership in method of application.
2. Business Members are not entitled to vote or hold office.
3. Full disclosure by any individual member representing or affiliated with an RCBS Business Member or Corporate Sponsor must be made before any vote.
4. The annual fee for a Business Membership is seventy five ($75) dollars and can be paid in equivalent goods or service(s).
5. A Business Member is entitled to a business card sized advertisement in each Society newsletter published.
D. Corporate Sponsorship
1. The Corporate Sponsorship is identical to the Business Membership in method of application and voting rights.
2. Corporate Sponsors are not entitled to vote or hold office.
3. Full disclosure by any individual member representing or affiliated with an RCBS Business Member or Corporate Sponsor must be made before any vote.
4. The annual fee for a Corporate Sponsorship is a minimum of two hundred ($200) dollars or more and can be paid in equivalent goods or service(s).
5. A Corporate Sponsor is entitled to a 1/4 page sized advertisement in each society newsletter published.
6. Corporate Sponsors may also have their business logo on the RCBS website and a hyperlink to the Corporate Sponsor's website if desired.
E. Student Membership
1. Any qualified, full time high school or college student shall be entitled to full RCBS individual membership at a reduced annual membership rate of twelve ($12) dollars.
1. The amount of the Blues Society’s annual dues shall be reevaluated at the Regular Meeting nearest the end of the calendar year.
2. A two-thirds (2/3) vote of those in attendance will be necessary to change the amount of the dues, providing a quorum of members is present.
G. Delinquent Members
1. Membership in the RCBS will be suspended if dues are not paid within two months after the expiration of the membership term.
2. The membership term expiration date is indicated on each membership card.
H. Expelling Members
1. Any member may be expelled for just cause at a regular RCBS meeting.
2. A two-thirds (2/3) vote by those in attendance is required for expulsion, providing a quorum of members is present.
3. The member must be notified that their expulsion is being considered.
4. Notification must be in writing at least seven days (7) prior to the meeting.
5. The member in question has the right to answer any charges at said meeting.
I. Proxy Vote
1. A proxy vote will be allowed provided the vice-president can validate the proxy.
A. Regular RCBS Meetings [Re-written and passed March 11th, 2004, format changes only, content unchanged drafted March 12th, 2008]
1. One regular membership meeting will be held on the second Thursday of each month.
2. The board of directors can change the regular meeting date if required.
3. Notification of the meeting date, time and place must be made to the general membership on a regular basis.
4. A membership quorum (three officers + one member) is required to conduct business.
5. Board members have a responsibility to contact an officer of the RCBS to obtain an excused absence.
6. Meetings shall be open to all RCBS members in good standing. All members shall be entitled to speak and vote.
B. Special General Meetings
1. Special general meetings may be called by one officer and one board member. All RCBS Members shall be given at least one week notice by mail stating the purpose of the meeting.
C. Special Board Meetings
1. Special board meetings may be called by the president or at the request of one officer and one board member. All board members shall be notified by mail one week in advance of the meeting.
V. Board Of Directors
A. Number Of Members [Amended March 11th, 2004, format changes drafted only, content unchanged; drafted March 12th, 2008]
1. The regular Board of Directors shall consist of nine (9) members including the four officers of the Blues Society and Committee Chairpersons of the Entertainment, Education, Newsletter, Membership and Promotion Committees.
2. The number of Directors may be increased or decreased by amendment to the existing by-laws, but if the number is decreased, the existing members will be allowed to serve out their term.
3. In the event of death, resignation, or removal from office, the term will cease. Each term will run annually until the end of December
B. Organizational Control
1. Control of the organization shall be vested primarily in the Board of Directors, who shall have Charge of the affairs and assets of the RCBS.
2. The Board of Directors shall have the power and authority to perform all acts and functions related to the transaction of RCBS business in accordance with the by-laws, including the authority to hire an executive staff as needed. Members of the executive staff (if needed) cannot be members of the Board of Directors. Board Members will not be compensated for their services.
C. Board Vacancies
1. Vacancies on the Board of Directors caused by resignation or removal from office (by a majority vote of the Board of Directors) shall be filled by a member selected by voting, on either a temporary or permanent basis, by the Board of Directors to complete the unexpired term of office.
2. A person removed from the board may not be reappointed, but may stand for election by the general membership when other members terms expire.
1. Elections shall be held before the end of September each year. The number of Directors may be increased or decreased by amendment to the existing by-laws, but if the number is decreased, the existing members will be allowed to serve out their term. In the event of death, resignation, or removal from office, the term will cease.
2. Each term will run annually until the end of October.
1. A board member can be expelled form the Board for missing three (3) consecutive regular RCBS meetings.
VI. Officers Of The RCBS
A. RCBS Officers [Re-written and Passed March 11th, 2004]
1. The officers of the RCBS shall consist of President, Vice-President, Secretary and Treasurer.
2. These officers shall be elected by the membership for a term of one (1) year.
3. These officers must be Members of the board.
4. No officer may serve more than five (5) consecutive terms in the same office. [Amended from 2 (two) to 5 (five) October 9th, 2008]
5. Terms will expire at the end of December each year.
6. Officers shall not be compensated for their services.
1. The President:
2. Shall be chief executive officer of the RCBS
3. Shall administer the operation of the RCBS
4. Shall preside at all RCBS meetings
5. Shall be an ex-officio member of all standing committees
6. Shall be responsible for calling special meetings if required
7. Shall appoint committees and chairpersons not otherwise provided for with the approval of the Board
8. Has the option to review the newsletter prior to printing, shall perform all other duties normally required of this office, and
9. Will be the primary contact between the RCBS and other similar organizations.
10. Shall not serve as Chair of the Entertainment Committee
C. Vice- President
1. The Vice-President:
2. Shall assist the President
3. Will temporarily fill vacancies in other offices when necessary
4. Will head the election committee, and
5. Perform all other duties incidental to the office
1. The Secretary:
2. Shall record all RCBS minutes
3. Shall record attendance at all RCBS meetings
4. Shall serve on the administrative committee and perform all other duties incidental to the office.
1. The Treasurer:
2. Shall keep an accurate record of all financial transactions of the RCBS
3. Receive and distribute all monies
4. Pay all bills accrued by the RCBS, and
5. Serve on the administrative committee. The Treasurer can be audited at the discretion of the board, audits can take place every six (6) months by a person or firm selected by the board.
6. The treasurer will provide an updated financial report at the first meeting of each month, which will be recorded into the minutes and records of the RCBS.
F. Election Of Officers
1. Officer terms will run until the end of October each year.
A. Standing Committees
1. The Standing Committees shall be; Administrative, Membership, Newsletter, Entertainment, Promotion and Education.
B. Administrative Committee
1. The Administrative Committee shall be responsible for addressing legal questions concerning the RCBS which may arise.
2. Other responsibilities shall include the establishment and maintenance of tax exempt status.
3. The committee will also handle certain financial affairs of the RCBS, such as balancing of the checking account and savings account on a monthly basis, maintenance of the general ledger, and all other necessary financial matters.
4. It will also be the responsibility of this committee to prepare a budget.
5. Standing members of this committee include the President, Secretary, and Treasurer.
C. Membership Committee
1. The Membership committee will handle membership responsibilities including
2. Solicitation of new members
3. Distribution of membership forms and cards, and
4. Transfer of membership monies to the treasurer.
5. This committee will also determine new member’s interests though the membership forms and encourage their participation in the RCBS.
6. This committee will also collect membership dues, including those which are delinquent, and handle mailings of notices of dues when necessary, and
7. Keep a current list of all member’s names, addresses, and phone numbers.
D. Newsletter Committee
1. The Newsletter Committee shall be responsible for publishing, in good taste, a newsletter that represents the RCBS.
2. This committee will collect articles and ads, and set deadlines for the newsletter, arrange printing and distribution including the mailings to members in good standing.
E. Entertainment Committee
1. The Entertainment committee shall be responsible for:
2. Contractual arrangements and production of all live events
3. Shall contact musicians, or their agents, venues, or other similar organizations in regards for doing events for the RCBS.
4. This committee will prepare the information, including design, of all material concerning these events, to be given to the Promotion committee.
5. The committee shall be authorized to commit up to sixty percent (60 %) of the RCBS net available treasury funds, (i.e. after known or expected outstanding debts have been taken into account), for any single event. The Entertainment Committee is expected to exercise prudence in the commitment of such funds for multiple future events. [Passed Feb. 13th, 1989, Modified April 24th, 1990]
F. Promotion Committee
1. The Promotion committee shall be responsible for:
2. Obtaining information from the Entertainment committee
3. Ordering and distribution of all flyers, posters, and material for RCBS events.
4. This committee will also arrange for ads in radio, newspaper, TV and other media concerning all RCBS activities.
5. It will be responsible for sales of tickets to live events, T-shirts, and other promotional materials; monies from such activities will be turned over to the Treasurer.
6. This committee will keep records of inventories of promotional materials for the Treasurer’s Report.
7. The Promotion Committee Chairman shall have the authority to purchase items in order to replenish inventories to a level decided by the Board Of Directors. [Passed April 24th 1989]
G. Education Committee
1. The education committee will communicate and arrange all activities, including workshops with community schools, and other institutions to promote the public education and appreciation of blues music as a cultural art form.
H. Election Committee
1. The Election committee shall consist of the Vice-President, one person from each of the other committees, and one person chosen at large from the general membership.
2. This Committee is to solicit nominees for each office and get the nominees to come to the election meeting in order to accept or reject the nomination.
3. The Election committee will also operate the election procedure.
VIII. Administrative Year
A. The administrative year shall begin at the end of January 1st of each year.
A. Two-thirds (2/3) of the Board members plus one member shall constitute a quorum at all meetings. Simple majority of those present will pass a vote.
X. Fiscal Year
A. The fiscal year shall begin at the end of January 1st of each year.
XI. Rules Of Procedure
A. Robert’s Rules of Order shall govern proceedings at all RCBS meetings.
A. These By-laws may be amended or repealed and new by-laws adopted by a two-thirds (2/3) vote of the Board plus one member.
XIII. Statement Of Non-Profit Status/Dissolution of RCBS [format changes only, content unchanged; drafted March 12th, 2008]
A. No part of the net earnings of the corporation shall inure to the benefit or, or be distributable to its members, trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in article two hereof.
B. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidates for public office “notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation.”
C. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501c (3) of the Internal Revenue Code or corresponding section of any future federal tax code , or shall be distributed to the federal government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Courts Of Common Pleas of the country in which the principal office of the corporation is then located exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
XIV. Executive Decisions
A. Any major RCBS decisions (i.e. Bookings, special events, administrative decisions, etc.) which need to be made within twenty four (24) hours, shall require the approval of a majority of the officers, including the President.
XV. Liability [New section, passed October 9th, 2008]
A. All persons or corporations extending credit to, contracting with, or having claims against the society shall look only to the funds and property of the society for payment of any contract, claim, debt, judgment, damage, personal injury, decree, or cause of action. Neither the individual members of the society nor the individual members of the Board of Directors, past or present, shall be held personally responsible for any claim against the society.
B. They shall not be liable or accountable in any manner for honest mistakes or errors of judgment, not for errors or wrongdoing of agents, brokers, attorneys, or servants, nor for interest on funds temporarily idle.
C. The Society, the Board of Directors, nor its individual members, past or present, shall not be held liable for the activities of any non-member claiming association with the society.