Jamband Society of America, Inc.
a Nevada non-profit corporation, aka the Las Vegas Jamband Society
Bylaws
ARTICLE I. NAME - PURPOSE – GOALS
Section 1 NAME
The name of this Corporation shall be: Jamband Society of America, aka the Las
Vegas Jamband Society (hereinafter also referred to as the “Jamband Society” or
the “LVJBS”).
Section 2 PURPOSE & STRUCTURE
The purposes of the organization shall be:
1. To provide an environment to educate and enrich musical awareness
in southern Nevada and across the country;
2. To advance public awareness, appreciation, experience and
understanding of the broad spectrum of contemporary and historical
improvisational music at affordable, below-market rates;
3. To educate the public as to how music, as the universal language,
and particularly improvisational music, can bridge gaps between
generations, cultures, and persons of disparate points of view and
experience, fostering peace and understanding through the sharing of
a common, uplifting, and unifying experience of live improvisational
music;
4. To promote and develop improvisational musical art forms;
5. The publication, sale, and distribution of educational materials
related to improvisational music at below-market rates;
6. The conducting of public discussion groups, forums, panels,
lectures, workshops, and concerts to educate the public and the
membership regarding contemporary improvisational music;
7. The production and/or support of radio and television programs
and/or internet materials to advance public knowledge, awareness
and understanding of contemporary and historical improvisational
music;
8. The documentation, chronicling, recording, preserving, and
archiving of records of the historical development, interaction,
evolution, and growth of contemporary and historical
improvisational musical forms.
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Section 3 STRUCTURE
1. Each chapter must have a minimum of 10 members upon formation;
2. Active Members shall consist of individuals interested in the goals
and objectives of the Jamband Society of America without regard to
race, creed, gender or national origin, who are current in the
payment of their Jamband Society of America dues. Non-dues
paying persons may be guests at member meetings, but shall not be
entitled to vote.
ARTICLE II. MEMBERSHIP
Section 1 APPLICATION
Application for membership shall be made in accordance with methods determined
by the Executive Board and forwarded to the Treasurer of the society with any
appropriate dues. Membership will begin on the first day of the month in which a
member joins the society.
ARTICLE III. GOVERNANCE
Section 1 VOTING MEMBERS
All Active Members shall be Voting Members of the Corporation, and each such
active member shall be entitled to one vote on each issue or official election held at
a regular or special meeting of the Members.
Section 2 CHARTER MEMBERS, TRIBAL ELDERS, AND SHAMEN
The Charter Members shall consist of those Active Members who have been Active
Members since the pre-incorporation inception of the Jamband Society of America
as evidenced by a membership number lower than 100. The Tribal Elders shall
consist of former Officers and Committee Chairs who have served for a minimum
of one year as an Officer or two years as a Committee Chair or both, and who have
not lost their last election or otherwise been removed from office for cause. The
Shamen shall consist of Tribal Elders who have served either five years as an
Officer or Tribal Elder, applied to become a Shaman, received a two thirds majority
of votes by the Executive Board (Shaman applicant not voting), and not been
removed for cause. Votes to elevate a Tribal Elder to Shaman shall be held within
sixty (60) days of application. Shamen will not lose their seat on the Executive
Board upon losing an election. Charter Members, Tribal Elders, and Shamen shall
lose their status after a one year delinquency in dues payment. Charter Members,
Tribal Elders, and Shamen who become delinquent in their dues may be reinstated
to their position at the discretion of the Executive Board upon paying all back dues.
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Section 3 OFFICERS
The Voting Members shall elect the Officers of the Corporation at the annual
meeting of the members in December of each year. Only persons who are active
members of the Jamband Society of America may be elected as Officers. The
Officers shall consist of a President, Vice President, Secretary, Treasurer, and
Mayor; and such Officers shall serve as members of the Executive Board (herein
alternatively referred to as the “Board of Directors,” or simply, “the Board”). Each
Officer shall be elected for a term of one year. The Officers will assume office on
January 1 of each year.
Section 4 BOARD OF DIRECTORS
The Executive Board of Directors (alternatively referred to herein as the “Executive
Board” or simply, “the Board”) shall be comprised of each of the elected Officers,
each of the Standing Committee Chairpersons, together with the Charter Members
of the Corporation, the Shamen, and the Tribal Elders. Each member of the
Executive Board shall be entitled to one and only one vote on each matter which
comes before the Executive Board. Chairpersons of Ad Hoc Committees shall not
be construed as members of the Executive Board merely by virtue of such position.
Section 5 ELECTIONS
Annual elections shall occur during the final quarterly members’ meeting in
December of each year. Nominations for Officers shall be distributed to the
Membership in writing, by email, or by other means determined by the Executive
Board by the November meeting in accordance with the provisions set forth below
in Article VI, Section 2(A). Elections will take place by a popular vote at the
December meeting of the active membership. Active members who cannot be in
attendance may supply a written proxy to any member entitled to vote.
Ballots will be tallied by two members of the Board of Directors and certified
accurate by
the President. The candidate receiving the largest number of votes shall be declared
the winner. The voting results shall be forwarded to the Jamband Society of America
headquarters within 30 days of the tally.
Section 6 DUTIES OF ELECTED OFFICERS
A. All Officers of the Corporation share a duty to attend meeting of the
organization. Officers who have more than two unexcused absences during a term
of office shall be deemed as having resigned their office, and will forfeit all rights,
privileges, and duties of said office. An “unexcused absence” is defined as missing
a meeting without notifying the President or Vice-President. What constitutes an
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“unexcused absence” as well as the number of “unexcused absences” may be
changed at the discretion of the Executive board as long as such change is related to
meetings attendance.
B. PRESIDENT - The President/Chair shall be the chief elected Officer. The
President shall preside at all regular and special meetings. The President shall have
the right to call special meetings of the active membership, upon at least 7 days
written or e-mail notification to each member. The President shall be an ex-officio
member of all committees.
If any executive board position should become vacant for any reason, the President
shall appoint an executive office pro-tempore until a special election can be held
for the purpose of electing a new executive officer. Such election must be held
within 60 days of vacancy.
C. VICE PRESIDENT - The Vice President shall be responsible for
maintaining communications with all committee chairs and reporting the progress
of each committee to the President. The Vice President may determine the need for
the creation of additional committees. If the Vice President determines such a need
exists, the final decision for creation will be decided by a majority vote of the
Executive Board.
During the temporary absence of the President, the Vice President shall assume the
duties of the President. If the office of the President becomes vacant for any
reason, the Vice President shall immediately assume the office of President.
D. TREASURER - The Treasurer shall be custodian of the organization’s
funds; shall supervise receipts and expenditures; shall render an annual statement to
the membership on the financial condition of the association; maintain an up-todate membership roster.
E. SECRETARY - The Secretary shall record and maintain minutes of all
meetings; shall have charge of all papers, archives, records, and property; shall
issue all notices of meetings; and shall provide periodic reports on the activities of
the association to the society.
F. MAYOR - The Mayor shall be in charge of Jamband security; shall have
charge of all activities surrounding committee projects; and provide the association
with an overall nurturing hand. The Mayor shall also handle such other duties as
the Officers deem necessary.
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ARTICLE IV. FUNDS
Section 1 FUNDS
Funds may be derived from dues collected from each active member, income from
musical programs/events as well as funds generated from sponsors, raffles,
donations, contributions, and merchandise sales.
Section 2 FISCAL YEAR
The fiscal year shall begin on the first day of January and end on the last day of
December each year.
Section 3 DUES
Dues whose amount shall be set by the Board of Directors at the December monthly
meeting not to exceed $25 per month or $300 per year will be required of all active
members. Dues are to be paid as determined by the Executive Board. Dues shall be
payable by the last day of every month and become delinquent thirty-one days
thereafter. Any member delinquent in his/her dues may be removed from the
membership rolls.
Section 4 LOANS
No loans shall be incurred on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a majority vote of the
Board of Directors.
Section 5 AUTHORITY
The Board of Directors, by majority vote of those present at any regular or special
meeting of the Board, or by written consent to action, must approve any project
requiring the expenditure in funds in excess of $500 dollars. The President or Vice
President, acting with the consent of the Treasurer, shall have the authority to
authorize lesser expenses as an inherent part of their normal duties.
Section 6 RESTRICTIONS ON USE OF INCOME AND SELF DEALING
1. Any other provisions of this instrument notwithstanding, the
Directors shall distribute the Corporation’s income for each tax year
at a time and in a manner as not to become subject to the tax on
undistributed income imposed by section 4942 of the Internal
Revenue Code, or the corresponding section of any future federal
tax code.
2. Any other provisions of this instrument notwithstanding, the
Directors will not engage in any act of self-dealing as defined in
section 4941(d) of the Internal Revenue Code, or the corresponding
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section of any future federal tax code; nor retain any excess business
holdings as defined in section 4943(c) of the Internal Revenue
Code, or the corresponding section of any future federal tax code;
nor make any investments in a manner as to incur tax liability under
section 4944 of the Internal Revenue Code, or the corresponding
section of any future federal tax code; nor make any taxable
expenditures as defined in section 4945(d) of the Internal Revenue
Code, or the corresponding section of any future federal tax code.
ARTICLE V. MEETINGS
Section 1 Member Meetings. A meeting of the membership of the Jamband
Society of America shall be held on the twenty first day of every
third month, or at such other time as the President may declare with
appropriate notice as provided elsewhere in these bylaws. Such
meetings shall be open to the public although only active members
may vote.
Section 2 Board Meetings. The Executive Board shall meet on the first
Tuesday of each month, or at such other times as the President may
declare with appropriate notice as provided elsewhere in these
bylaws.
Section 3 Notice. Notice of each annual or special meeting shall be in writing
and signed by the President or Vice President, or the Secretary, or
an assistant secretary, or by such other natural person or persons
designated by the Board of Directors. The notice must state the
purpose or purposes for which the meeting is called and the date and
time when, and the place where it is to be held. The notice shall
contain such additional information as may be required by
applicable law or determined by the Board of Directors. Subject to
the requirements of applicable law, notice shall be given to such
persons at such time, and in such manner, as the Board of Directors
shall determine or if no determination is made, as the President, or
any other Officer so authorized by the Board of Directors or the
President, shall determine.
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Section 4 Waiver of Notice. Any member may waive notice of any meeting by
a submitting a signed written waiver by such member, either before
or after the meeting.
Section 5
Quorum. The presence in person or by proxy of persons comprising
at least a majority of the Active Membership at a meeting of
members shall constitute a quorum for the transaction of business.
ARTICLE VI. COMMITTEES
Section 1 COMMITTEES
Each Member, at the time of becoming a Member and again annually following the
election of Officers or at such other time as shall be designated by the President,
shall be formally presented with the opportunity to select at least one committee on
which that Member shall thereafter serve. The Member may decline to participate
in any committee if he or she so chooses.
Standing and ad-hoc committees shall function in an advisory capacity to the
President, Vice President, Secretary and Treasurer, and together with those officers,
the Chairpersons of the various Standing Committees shall comprise the Executive
Board. Committees may develop and implement programs and policies authorized
by the active membership. Committees shall not independently contract outside
sources without prior approval from the President.
Committee Chairs shall report on their activities at least annually and at such times
as directed by the President. The members of all standing committees shall hold
office until relieved by their successors. All committee chairpersons should prepare
an oral report to be given at a regular monthly meeting summarizing their
respective committee’s activities during their term of office.
Section 2 STANDING COMMITTEES
Each committee shall be comprised of at least three persons unless otherwise
expressly approved by the Board of Directors. Each committee is responsible for
electing a committee chairperson. Efforts should be made to elect a chairperson
that does not hold position as an elected Officer. In cases where the committee
does not appoint a chairperson, the President shall then appoint a chair person. The
Chair of each committee shall convene a meeting of his or her committee on a
monthly basis. Each respective committee chair shall provide an update to the Vice
President as necessary.
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A. NOMINATIONS COMMITTEE - The Nominations Committee shall be
composed of the President and two active members appointed by consensus of the
Executive Board. The Nominations Committee shall be responsible for reviewing
the credentials of interested members and preparing a final slate for all elected
officers. The Nominations Committee shall operate on a consensus basis. Only
active members nominated by the Nominations Committee shall be eligible to be
slated for an election. Nominations for elected offices must be received by the
Elections Committee must be received by the October meeting.
B. MEMBERSHIP COMMITTEE - The Membership Committee will conduct
an ongoing recruitment effort that identifies potential new members. This committee
shall also develop a formal mechanism for encouraging music lovers who are nonmembers of the Jamband Society of America to join both the national Jamband
Society of America as well as the LVJBS or other appropriate local chapter. A
summary of the effects of these efforts must be submitted with the chapter’s annual
report. The Membership Committee will also be comprised of a Specialty Track
Subcommittee that will be responsible for identifying specialty areas and promoting
their respective goals.
C. COMMUNICATIONS COMMITTEE - The Communications Committee
shall consist of two sub-committees, a Newsletter Committee and a Webpage
Committee. The Newsletter Committee will publish a newsletter and the Webpage
Committee will be responsible for maintaining electronic communications and a
homepage for the local chapter.
D. BY-LAWS COMMITTEE - The By-laws Committee shall be responsible
for reviewing the by-laws and revising the by-laws as necessary. Amendments to
these by-laws may be considered at any meeting of the membership. Amendments
may be initiated by a proposal signed by at least two voting members, and shall be
delivered to the Chairman of the By-laws Committee. Within thirty (30) days
thereafter, the Chairman of the By-laws Committee shall send notice of the
proposed amendment to the Executive Board. Such notification must be sent not
less than thirty (30) days prior to a meeting of the membership where such
amendment is to be considered. Amendments to these By-laws shall be approved
by a majority of votes cast. All revisions to the By-laws must be approved by a
vote of a Jamband Society of America Active Members present and shall prevail at
all meetings, except when contrary to the By-laws or any standing rule.
E. FUNDRAISING COMMITTEE - The Fundraising Committee shall be
responsible for identifying means of raising revenue to support the expense incurred
by any local chapter. The Fundraising Committee shall insure:
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1. That the Corporation receives at least one-third of its total support from
governmental units, from contributions made directly or indirectly by the general
public, or from a combination of these sources; or
2. That the total amount of governmental and public support normally received
is at least 10% of the total support normally received by the Corporation; and
3. That the Corporation is constantly attracting new and additional public or
governmental support on a continuous basis by continuously maintaining programs
for the solicitation of funds from the general public, the community and the
membership.
For the purpose of this provision, the term “support” shall include, but is not limited
to gifts, grants, contributions, membership fees, net income from unrelated business
activities, and gross investment income. For the purpose of this provision, the term,
“support” shall not include amounts received from the exercise or performance by
the Corporation of its tax exempt purposes, nor contributions of services for which
deductions are not allowed.
Section 3 AD-HOC COMMITTEES
Ad-Hoc Committees may be appointed at the discretion of the President, or Vice
President. Such committees shall remain active until they have accomplished the
purposes for which they were appointed or until inauguration of the succeeding
President.
ARTICLE VII. GRIEVANCES AND REMOVAL PROCEDURES
Section 1
Any member of the Executive Board of the LVJBS may be stripped of their titles
and powers for gross disregard of the purposes/goals of the Jamband Society and/or
their duties as an Executive Board member. To remove a member an Ad-Hoc
Grievance Review Committee shall be formed to review the appropriateness and
validity of the charges and to hold a hearing to adjudicate the charges.
Section 2
The Executive Board will elect five (5) current Active members to serve on the
committee.
Section 3
The member shall be informed of the charges in writing at least fourteen (14) days
prior to a hearing. Any evidence to be used at the hearing for removal shall be
provided to the accused member at the time of notice, and continuing through the
hearing date as further evidence is gathered. All members of the LVJBS must be
notified (either via email, phone, written letter) that a hearing has been scheduled at
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least one week prior to the hearing at which a vote by the Active Membership will
be held.
Section 4
The Vice President shall be responsible for all notifications and be presiding officer
at the hearing. If the member is the Vice President, the President shall be
responsible for all notifications and be the presiding officer.
Section 5
The member shall be informed of the charges along with any evidence before the
Executive Board with the complainant present. The member shall have the right to
have an advisor present to question the complainant, present, challenge and/or to
submit rebuttal evidence.
Section 6
A two-thirds vote of the Active Membership shall be necessary for removal. Any
Executive Board Officer removed shall surrender all positions and powers held in
the LVJBS.
ARTICLE VIII. PARLIAMENTARY PROCEDURE
The latest edition of Robert’s Rules of Order shall prevail at all meetings, except
when contrary to the By-laws or any standing rule. The Chapter should strive to
govern itself by consensus, though when this is not possible, the majority shall rule
at the discretion of the President.
ARTICLE IX.DISSOLUTION
Section 1 DISSOLUTION
In order to dissolve this organization, the President must present a resolution
recommending that the organization be dissolved to the active membership. A
proposal for dissolution may be considered at a regular or special meeting of the
active membership only for thirty (30) days notice in writing is given to each
member in good standing. The resolution to dissolve shall be adopted upon
receiving at least 80% of the votes to be cast by active members present at such
regular or special meeting. This organization shall not be dissolved while 20% of
active members in good standing dissent.
Section 2 RESOLUTION
Upon adoption of the resolution for dissolution, this organization shall cease to
conduct its affairs, except insofar as may be necessary for the proper completion
thereof, and shall immediately cause a notice for the proposed dissolution to be
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mailed to each known creditor and shall proceed to collect its assets and apply and
distribute them as provided in the Articles of Incorporation. All monies will be
transferred to the Jamband Society of America Central Office and be withheld for a
period of not less than 2 years to be used in case another chapter is formed.
