Dayton Blues Society

MISSION STATEMENT

The Dayton Blues Society (DBS) is dedicated to increasing awareness, understanding, and appreciation of Blues music and preserving its place in America's musical heritage. DBS works to expand the presence and vitality of the Blues in the Dayton area through promotional events, educational programs, and strengthening links between the community and local musicians. We are a 501(c)3 non-profit corporation operating with an all volunteer staff.

BYLAWS

THE DAYTON BLUES SOCIETY, INC

The Dayton Blues Society has filed to become a non-profit 501(c)(3) corporation

ARTICLE I: NAME

The name of the Organization shall be The Dayton Blues Society, Inc.

ARTICLE II: PURPOSES

The purpose of the Organization shall be to provide for the study, research, education, and preservation of the blues culture and music unique to Dayton, Ohio, and for the continued development of the blues tradition in Dayton, Ohio, and increased public awareness of the existence and value of that tradition.

ARTICLE III: MEMBERSHIP

Section 1. Membership in the Organization shall be open to any person who supports the purposes of the Organization and who shall have paid annual dues and whose dues are not in arrears per dues regulations. Members shall be entitled to attend meetings and to nominate for elections and vote on issues presented to the Membership at the General Meeting. Members are entitled to attend meetings of the Board of Directors and may, in accordance with the Rules of Order and Board procedure, present statements or questions to the Board of Directors for consideration.

Section 2. The Board of Directors may, at its discretion, create such additional categories of Membership as it may deem appropriate. Dues for these additional categories of membership shall be established by the Board of Directors. Members in these additional categories shall be entitled to the same privileges as Regular Members, except that where the category of membership is for a family or other group, that group shall be entitled to one vote in any Organization election.

Section 3. The Board of Directors may, at its discretion, designate certain persons as Honorary Members of the Organization. Honorary Members shall be entitled to the same privileges as Regular Members, except that they shall be exempt from the payment of regular dues and shall not be entitled to vote in any Organization election.

Section 4. No Member shall use the name, slogan, or other attribute of the Organization in such a way as to imply endorsement by the Organization of any activity unless such activity has been approved by the Board of Directors or the General Membership.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the four Officers and five Directors. All members of the Board of Directors shall be appointed by the remaining Board Members from a pool of candidates nominated by the general membership.

Section 4. All Board Members shall be appointed by the remaining Board Members from a pool of candidates nominated by the membership at the December Board meeting.

Section 5. No person shall serve as an Elected Director or Officer of the Organization for a period of time exceeding four consecutive years. Persons having served four consecutive years as an Officer or Director of the Organization shall be ineligible for election as an Officer or Director for a period of one year following the fourth consecutive year of service.

Section 6. The Board of Directors shall meet in regular session on the second Sunday of each month. Time, day and place of the regular meeting may be changed at the discretion of the Board of Directors provided that Organization Members are notified of such change at least three days prior to the regularly scheduled date.

Section 7. Additional special meetings of the Board of Directors may be called at the discretion of the presiding officer of the Organization or by a quorum of the Board of Directors. Any action taken by the Board of Directors at any such special meeting shall be without effect unless it is ratified at the next Regular Meeting of the Board of Directors.

Section 8. Any vacancy occurring in the position of Director prior to the expiration of a Director’s term of office, whether by resignation or otherwise, shall be filled by the board of Directors, at its discretion, by a majority vote of the remaining Directors. A Director elected to fill such a vacancy shall be elected for the unexpired term of his or her predecessor in Office.

Section 9. Any Director who shall fail to perform the duties of the office of Director, either by repeated failure to attend meetings of the Board, or by malfeasance or misconduct, or by other failure to discharge the duties of the Office, shall be subject to removal from the Board. A motion to notify a Director of Intent to Remove may be presented by any Director or Officer. If two-thirds of the remaining Directors and Officers vote for the motion, a Notice of Intent to Remove with explicit details of offenses shall be sent to the named Director. The named Director shall be required to appear in his own defense at the next regularly scheduled Board Meeting. Should the Director fail to appear, or fail to defend himself to the satisfaction of the remaining Directors and Officers, a motion to remove the Director may be presented by any Director or Officer. If two-thirds of the remaining Directors and Officers vote for the motion, the Director shall be removed from Office.

ARTICLE V: OFFICERS

Section 1. The Officers of the Organization shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Officers of the Society shall constitute an Executive Committee.

Section 2. The Officers shall be Members of the Organization in good standing and shall be elected in accordance to the election procedures. Officers shall serve for two years, beginning at the first Regular January Meeting of the Board of Directors.

Section 3. The President shall preside at all regular and special meetings of the Organization, including meetings of the Board of Directors. The President shall co-sign all checks drawn for expenditures of the Organization when the amount of the expenditure exceeds two hundred fifty dollars ($250). The President shall prepare the agenda for the General Meeting.

Section 4. The Vice President shall preside at all meetings in the absence of the President. The Vice President shall have the powers and duties assigned to the President upon the event of the President’s inability to perform said duties due to absence or resignation.

Section 5. The Secretary shall preside at all meetings in the absence of the President and Vice President. The Secretary shall keep an accurate record of proceedings of all meeting, attend to all correspondence, act as custodian of all current Organization records, files and archives, and keep current membership lists and attendance records.

Section 6. The Treasurer shall preside at all meetings in the absence of the President, Vice President and Secretary. The Treasurer shall keep a faithful and current record of all monies received and disbursed and report same to the Board of Directors once in each quarter. He shall be prepared to give a detailed financial report to the Board of Directors upon the request of the Board. The Treasurer shall prepare an annual financial report for presentation to the Membership at the General Meeting. The Treasurer shall bring the checkbook of the Organization to each meeting of the Board of Directors and secure the necessary signatures for expenditures authorized by the Board of Directors.

Section 7. Any Officer who shall fail to perform the duties of his Office, either by repeated failure to attend meetings of the Board, or by misconduct, or by other failure to discharge the duties of the Office, shall be subject to removal from the Office. A motion to notify an Officer of Intent to remove may be presented by any Director or Officer. If two-thirds of the remaining Directors and Officers vote for the motion, a Notice of Intent to Remove with explicit details of offenses shall be sent to the named Officer. The named Officer shall be required to appear in his own defense at the next regularly scheduled Board Meeting. Should the Officer fail to appear, or fail to defend himself to the satisfaction of the remaining Directors and Officers, a motion to remove the Officer may be presented by any Director or Officer. If two-thirds of the remaining Directors and Officers vote for the motion, the Officer shall be removed from Office.

ARTICLE VI. CONFLICT 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, of such 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.

ARTICLE VII: COMMITTEES

Section 1. The Committees of the Organization shall consist of an Events Committee, a Donations/Sponsorship Committee, a Membership Committee, an Executive Committee, and such other Committees as may be designated by the Board of Directors. The Chairperson of each Committee shall be a Board Member.

Section 2. The Executive Committee shall consist of the four Officers of the Society. The Executive Committee shall be empowered to meet in extraordinary session at its own discretion to conduct business of the Society, which it considers urgent, and requiring immediate action. Any action taken by the Executive Committee shall be reported to the Board of Directors at the next regular meeting. Any action taken by the Executive Committee must be ratified by the Board of Directors in regular meeting. Any action taken by the Executive Committee which fails ratification by the Board of Directors shall be rescinded.

ARTICLE VIII: MEETINGS

The Members shall meet in General Meeting once each year in the month of January. The President of the Organization shall present the agenda, which shall include the annual Financial Report, Committee reports of interest to the Members, and the election of Board seats up for election. Members shall be notified of the time and place of the General Meeting at least thirty days prior to the Meeting. Additional special meetings of the Membership may be called at such other times as may be designated by the Board of Directors.

ARTICLE IX: ELECTIONS

Section 1. Nominations shall be made according to parliamentary rules at the December Board meeting.

Section 2. The election procedure for the election of Officers and Directors shall be by written ballot and shall be conducted according to procedures set forth by the Board of Directors.

ARTICLE X: QUORUM

Section 1. A quorum for the Board of Directors shall consist of no fewer than five of the nine Directors.

Section 2. A quorum of the Membership shall consist of the number of Members present at any regular or special Meeting of the Organization; provided an attempt has been made to notify all Members of the Organization of the time, place, and agenda of the Meeting.

ARTICLE XI: EXPENDITURES

Section 1. In general, no expenditure of Organization funds shall be made without the approval of the Board of Directors. The Board shall provide a budget to the Treasurer. The Board may, at its discretion, authorize funding for certain Committee Chairpersons, or such other persons as may require the expenditure of small sums of money in the discharge of their duties.

Section 2. No Officer, Director or Member of the Organization shall make any verbal or written commitment of Organization funds without prior approval of the Board of Directors.

ARTICLE XII: AMENDMENTS

Section 1. Amendments to the Bylaws may be proposed by any Member at any time and submitted to the Board of Directors for approval.

Section 2. Proposed Amendments to the Bylaws may also be placed on the agenda of the General Meeting by petition of 51% of the Regular Members, regardless of action by the Board of Directors

Section 3. Notice of any General Meeting at which proposed Amendments to the Bylaws are to be presented must be given to the Members at least 30 days prior to the Meeting.

Section 4. Amendment to the Bylaws shall be considered ratified when approved by two-thirds of the Members present and voting at the General Meeting.

ARTICLE XIII: RULES OF ORDER

Section 1. When not in conflict with the Bylaws, the Rules of Order of the Organization shall be Robert’s Rules of Order, Revised.

Section 2. At the discretion of the Presiding Officer, time limits or other limits may be applied to discussion or debate of issues or nominations before the floor, provided such limits are imposed in a manner that is fair to all participants.