 |
 |
||
|
|
|||
|
|||||||
| .
|
                           |
Article I – Mission (pg 3) Section 1. Name
Article lI – Membership (pg 3-4) Section 1. Membership
Section 1. Regular
Meetings
Article IV – Directors (pg 5) Section 1. Directors
Article V – Officers
(pg 5)
Article VI – Elections (pg 6) Section 1. Election
of Officers
Section 1. Authority to Employ Article Vlll – Membership Committee (pg 6) Section 1. Membership
Committee
Article IX – Newsletter Committee (pg 7) Section 1. Newsletter
Committee
Article X – Promotions/Activities Committee (pg 7) Section 1. Promotions
/ Activities Committee
Section 1. Removal Article XII –
Resignations (pg 7-8)
Section 1. Use of Association Name Article XV: Conflict of Interest Policy (pg 8, 9, 10) Section 1. Purpose
Section 1. Name The name of this association shall be the "Pueblo Songwriters and Musicians Association." Section 2. Mission The Pueblo Songwriters and Musicians Association (PSMA) is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the corporation/organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation/organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes. No substantial part of the activities of the corporation/organization shall be the carrying on for propaganda, or otherwise attempting to influence legislation, and the corporation/organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation/organization shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation/organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Upon the dissolution of this corporation/organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. More specifically
to its musical mission, PSMA has been organized to: (a.) To provide
a forum for connecting community, business and musicians to develop the
local music scene; (b.) To support, manage, produce, and distribute
noncommercial, community based music media programs; (c) To establish,
maintain and operate one (1) or more center(s); (d.) To apply for
and/or receive contributions, grants, donations and loans of all types
from individuals, profit and non-profit corporations, public and private
corporations, government agencies.
A. New Applicants
- Eligibility Membership to the Association shall be open to any person
or band desiring to support the Association in its mission of expanding
the performing arts in Pueblo, regardless of that person's status as a
performing artist. Such desire to support the Association shall be demonstrated
by the payment of membership dues.
B. Applications for Membership All applications for membership shall be submitted on and application form, and membership dues shall accompany the application. Section 2. Vote All members shall have one vote on each question to be cast by said member. Also, no proxies shall be allowed. Membership dues in this Association shall be a minimum of $20.00 per member per year and $45.00 for band members per year. Dues are payable within thirty days of the member's due date. Any dues not paid within thirty days shall be considered delinquent and that person shall be removed from the membership list. However, that aforementioned person may submit a new application as provided in Article II, section B of these By Laws. Any candidate making application to the Association and being accepted as a member shall be considered as having paid his/her dues for the full month in which application was made. Regular meetings will be held monthly as designated by the Officers and Board Members of the Association. Section 2. Annual Meetings The annual meeting shall be held during the month of November each year. All members in good standing shall be notified of the time and place of such annual meeting. Special meetings may be called by the President or in his absence or inability to act, by the Vice President. Notice in writing, stating the purpose of the meeting, shall be given to all members of the Association at least seven (7) days before the date of such special meeting. NO business other than that stated in the notice shall be conducted at such special meetings. A majority of Officers and Board Members in any combination shall constitute a quorum for the transaction of business at all regular or special meetings. All meetings and the deliberations there at, including the order of business, shall be according to the rules set forth in Robert's Rules of Order, except where such rules may conflict with the specific provisions of these ByLaws. The Association
shall have a Board of Directors consisting of a minimum of one (1) but
no more than ten (10) active members of the Association in good standing,
from which will be elected 4 officers for the Association.
Section 2. Duties of the Directors It shall be the
duty of the Directors to serve the Association and to support and promote
the mission and goals of the Association.
The officers of this Association shall be a President, a Vice President, a Secretary and a Treasurer. Section 2. Duties of the President It shall be the duty of the president to preside at all meetings of the Association and he/she shall have general supervision over the general affairs of the Association. The President shall appoint all standing committees and all special committees that may be necessary. He/she shall perform such other duties as are usually incident to the office of President. The President shall serve for one (1) calendar year, shall be elected each year, and may succeed him/herself. Section 3. Duties of the Vice President The Vice President
shall perform all the duties of the President in the absence of the President,
or in his/her inability to act. The Vice President shall serve for one
(1) calendar year, shall be elected each year, and may succeed him/herself.
It shall be the duty of the Secretary to keep minutes of the meetings which are held during his/her term of office, and submit them to the President for approval. He/she shall perform all other duties pertinent to the office of Secretary. The Secretary shall serve for one (1) calendar year, shall be elected each year, and may succeed him/herself. Section 5.
Duties of the Treasurer
Section 1.
Election of Officers
Section 2.
Method of Election
Section 1. Authority to Employ The Association
shall have the power to employ an executive officer, secretary, attorney,
publicity person, or any other person deemed necessary to promote the business
and purpose of the Association.
Section 1.
Membership Committee
Section 2.
Responsibilities of the Membership Committee
Section 1.
Newsletter Committee
Section 1.
Promotions / Activities Committee
Any officer from his/her office for the good of this Association by a two thirds vote, as specified in Article II, Section 2., at any regular or special meeting provided that due notice of the intent, or resolution calling for such removal, shall be given by a written notice to all members of this Association at least ten days prior to the meeting at which such removal is to be considered. Resignation of members shall be in writing and shall be accepted by the Association. A member resigning shall surrender all rights in and to any office he/she holds in the Association and in and to all assets and property of the Association. Section 2. Resignation from Office When an elected officer of the Association desires to resign from his/her office, he shall submit a letter of resignation addressed to the Association. At the next regular meeting of the Association, the letter shall be read and considered under new business. Such resignation shall be effective when approved by a majority of the voting members present, but such approval shall not relieve the resigning officer from the duty to deliver to his successor, or such other person as the presiding shall designate, all things of value belonging to the Association which pertains to the office being vacated. No loss of rights or privileges in effect, or of emoluments then due, shall accrue as the result of such resignation. Any officer of the Association, who is elected to fill a vacancy created by a resignation, and who has accepted such election, shall automatically be deemed to have resigned from his/her previous office. Section 1.
Amendments to the By Laws:
Section 1.
Use of Association Name
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2. Definitions
1. Interested Person: Any director, principal officer, or member
of a committee with overning
a. An ownership or investment interest in any entity with which the Organization
has a
favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 3. Procedures
1. Duty to Disclose: In connection with any actual or possible
conflict of interest, an
a. An interested person may make a presentation at the governing
board or committee
4. Violations of the Conflicts of Interest Policy:
a. If the governing board or committee has reasonable cause to believe
a member has
Section 4. Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: 1.
The names of the persons who disclosed or otherwise were found to have
a financial
present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5. Compensation 1.
A voting member of the governing board who receives compensation, directly
or indirectly,
Section 6. Annual Statements Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
Section 7. Periodic Reviews To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based
on competent
Section 8. Use of Outside Experts When conducting
the periodic reviews as provided for in Article VII, the Organization may,
but need not, use outside advisors. If outside experts are used, their
use shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
These Bylaws were approved at a meeting of the Board of Directors of Pueblo Songwriters and Musicians Association on October 2005. Attested to: Peter Burg - President |
to INQUIRE or EASILY report site problems please.