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-to-

date 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 non-

members 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.


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