Bylaws of Corvallis Music Collective
Article I
Company Formation
Section 1 Formation
This Corporation is formed pursuant to the laws of the state of incorporation, as stated in the Articles of Incorporation for the Corporation.
Section 2 Corporate Charter Compliance
The Board of Directors acknowledges and agrees that they caused the Articles of Incorporation to be filed with the respective state office and all filing fees have been paid and satisfied.
Section 3 Registered Office & Registered Agent
The registered office of the corporation shall be located within the state of incorporation and may be, but need not be, identical with the principal office. This address may be changed in the future. The Board of Directors is obligated to maintain and update the corporate records on file with the Corporation’s registered agent.
Section 4 Purpose
Consistent with the Articles of Incorporation, and until such time that the Articles of Incorporation have been amended, this Corporation is formed to build, support, and connect music communities in the greater Corvallis area.
Section 5 Adoption of Bylaws
These corporate Bylaws have been adopted by the Board of Directors on behalf of the Corporation.
Article II
Board of Directors
Section 1 Powers
The management of all the Corporation’s affairs, property, and interests shall be managed by the Board of Directors.
Section 2 Numbers
Until these Bylaws are amended, the Board consists of a minimum of three (3) and a maximum of ten (10) directors who are elected for the term of one (1) year, and will hold office until their successors are duly elected and qualified at the following annual meeting of the Board. Directors must be elected from existing members or officers of the Corporation that are in good standing.
Section 3 Liability
Each director is required to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation and membership. If a director acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation. Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper acts and as otherwise described in these Bylaws.
Section 4 Election & Removal
Directors are to be voted on and elected at each annual meeting of the Board, unless a special meeting is expressly called to remove a director or fill a vacancy. If a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified. Removal of any Director requires the majority vote of the membership present at a special meeting designated for the express purpose of removing the director.
Article III
Meetings
Section 1 Regular Meetings
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No notice of the date, time, place, or purpose of these meetings is required. All regular meetings of the Board of Directors shall be open to the general membership, but voting shall be restricted to members of the Board.
Section 2 Special Meetings
Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors.
Section 3 Notice of Meetings
Regular meetings of the Board must be held with reasonable notice of the date, time, place, or purpose of the meeting. Notice may be given personally, by email, by facsimile, by mail, or in any other lawful manner
Article IV
Officers
Section 1 Positions
The Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the Board of Directors.
Section 2 President
The President shall have general supervision of the Corporation’s daily affairs and perform all other duties as are incident to the office.
Section 3 Secretary
The Secretary shall have overall responsibility for keeping all records. The Secretary shall perform, or cause to be performed, the following duties:
- Official recording of the minutes of all proceedings of the Board of Directors and members’ meetings and actions
- Provision for notice of all meetings of the Board of Directors and members
- Maintaining accurate membership lists
- Any other duties as may be prescribed by the Board of Directors.
Section 4 Treasurer
The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties:
- Keeping of full and accurate accounts of all financial records of the corporation
- Deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors
- Making financial reports as to the financial condition of the corporation to the Board of Directors
- Any other duties as may be prescribed by the Board of Directors.
Section 5 Liability
Each officer is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation and membership. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation.
Section 6 Salaries
Officers will receive no compensation for fulfilling their duties as officers. Officers are not prevented from receiving a salary by reason of the fact that they are also a director of the Corporation.
Article V
Members
Section 1 Membership
Membership shall be available to any individual. Conditions of membership:
- Membership shall be granted upon payment of fees, the amount of which shall be determined by the Board of Directors.
- Membership runs for a period which shall be determined by the Board of Directors. Renewal fees must be paid on time, as defined by Board policy, for the member to remain in good standing.
Section 2 Termination of membership.
Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first-class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
Section 3 Annual Meeting
The annual members’ meeting shall be held in the spring of each year, the exact time and place to be set by the Board. Mandatory business at the annual meeting shall include:
- Election of Directors
- Review of budget, including profit-loss statement from the treasurer.
- Amendments, if any, to Bylaws
- Open floor time for members’ input.
Article VI
Records
Section 1 Meeting Minutes & Records
As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate books/records.
Section 2 Accounting Records
The Corporation shall maintain appropriate accounting records.
Article VII
Amendments
Section 1 By Directors
The Board of Directors has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws, shall be effective following a majority vote of the Board.
Section 2 Emergency Bylaws
The Board of Directors may adopt emergency Bylaws which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States, a nuclear or atomic disaster, or another force majeure incident.
Section 3 Compliance With State Law
Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions in which the Corporation operates or conducts business.
Article VIII
Dissolution
Section 1 Process
Following the approval by the Board, in order for the Corporation to be dissolved, it must follow the process set out under the laws of the state of incorporation.
Section 2 Distribution of Assets
Upon the dissolution of the 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 corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, as said court shall determine.