BYLAWS OF THE NORTH AMERICAN FOLK MUSIC AND DANCE ALLIANCE
Bylaws last amended by the 2003 Elections
These Bylaws constitute the code of rules adopted by The North American Folk Music and Dance Alliance for the regulation and management of its affairs.
Article 1 Name and Purpose:
Section One. This corporation shall be known as The North American Folk Music and Dance Alliance. The Corporation is organized under the Not-For-Profit corporation Laws of the State(s) of Tennessee and as an educational, charitable, tax-exempt organization within the meaning of Section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954, and in Canada. Section Two. The North American Folk Music and Dance Alliance (hereafter called The Folk Alliance) exists to foster and promote traditional, contemporary and multicultural folk music, dance and related performing arts in North America. The Folk Alliance seeks to strengthen and advance organizational and individual initiatives in folk music and dance through education, networking, advocacy, and professional and field development. The goals of the alliance are:
1. To increase understanding of the rich variety, artistic value, cultural and historical significance, and continuing relevance of folk music and dance among educators, media and the general public. (Education)
2. To provide a bridge to and from folk music and dance organizations and needed resources, and to help those organizations link with their constituencies. (Networking)
3. To influence decision makers and resource providers on the national, state, provincial, and local levels, insuring the growth of folk music and dance. (Advocacy)
4. To support and encourage the development of new and existing grassroots folk music and dance organizations. (Field Development)
5. To strengthen the effectiveness of folk music and dance organizations by providing professional development opportunities. (Professional Development)
To achieve these purposes, the Corporation’s activities will include:
A. An annual meeting of members.
B. Maintenance of organizational headquarters.
C. Aid in the distribution of resources and knowledge.
D. In furtherance of these purposes for which the Corporation is organized, the corporation shall receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, use and apply the whole or any part of the income therefrom, and the principal thereof, exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501 ( c ) (3) of the Internal Revenue Code and its regulations as they now exist or as they hereafter may be amended.
E. No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, member of the Corporation, or any private individual (except that reasonable compensation may be paid for service rendered to or for the Corporation affecting one or more of its purposes), and no Director, officer, or member of the Corporation, or any private individual shall be entitled to share in the distibution of any of the company assets on dissolution of the Corporation.
F. Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carrier don by an organization exempt from taxation under Section 501 ( c )(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 ( c ) (2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
G. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, scientific, literary, music or educational organizations which would then qualify under the provisions of Section 501 ( c ) (3) of the Internal Revenue Code and its Regulations as they now exist or as they hereafter may be amended.
Article II Principal and Branch Offices
Section One. The principal place of business of the Corporation shall be located at 962 Wayne Ave., Suite 902, Silver Spring, MD 20910. In addition, the Corporation may maintain other offices either within or without the State of Tennessee as its business requires.
The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained for the duration of the Corporation. The Board of Directors may, from time to time, change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.
Article III Members
Section One. The members of this Corporation are those organizations and individuals having member rights in accordance with the Bylaws. Section Two. Membership in the Corporation is open to all organizations and individuals who subscribe to and further the purposes of this Corporation as set forth in Article I, Section Two and who contribute an amount fixed by the Board of Directors as the membership fees. Section Three. Membership. The membership shall be composed as follows:
A. Voting members shall be of three types. Subcategories of each may be establised at the will of the Board, provided that any subcategory that restricts or expands the rights and duties of any member in comparison to those rights reflected in the Bylaws must be reflected in the Bylaws.
B. Nonvoting members shall be of one type: (1) Affiliates. Those persons or organizations who support the goals and activities of the Folk Alliance, but do not qualify for voting membership as defined above.
Section Four. Application for Membership. Application for membership shall be made in writing to the Folk Alliance in such form as may, from time to time, be established. Applications for individual, partners, or organizational membership shall include applicable fees, state the areas of the applicant’s involvement in the field of performing folk arts, and shall confirm the applicant’s agreement to obey, accept and be bound by the Bylaws of the Folk Alliance.
Section Five. Acceptance of Applications. The Executive Director or such person as designated by the Board of Directors shall receive and process applications for membership in the Folk Alliance. Section Six. Meetings of the Members. Meetings of the members shall be held at locations fixed by the Board of Directors, within and without of the state of incorporation. The annual meeting shall rotate geographically to different regions of North America year by year. The annual meeting of the members shall be held on such date and at such times as the Directors shall by resolution designate. Fifty (50) voting members in attendance will constitute a quorum. Section Seven. Notice of Annual Meetings of Members. Notice of meetings of members shall be in writing and shall state the day, hour, and place of such meeting; and shall be issued and posted by mail to each member of the Folk Alliance at the address of that member. The date of posting shall not be less than sixty (60) days prior to the date of such annual meeting. Alternatively, such notice may be given personally to each member provided such member executes a receipt therefore.
Section Eight. Special Meeting of the Members. A special meeting of the members may be held at any time and for any purpose at the call of a majority of the Board of Directors. Except as hereinafter provided, the notice shall comply fully with each and all requirements as to notice of annual meetings. Section Nine. Vote. Except as provided herein, at all meetings of the members and at all elections for Directors, each Large organizational member (over $300,000 annual gross revenues) shall receive ten (10) votes, each Medium organizational member (over $50,000 but less than $300,000 annual gross revenues) shall receive five (5) votes, each Small organizational member less than $50,000 annual gross revenues) shall receive three (3) votes, each partners member shall receive two (2) votes as in a pair, and each Individual member shall receive one (1) vote. Affiliates receive no voting privileges, but are entitled to nonvoting representation at meetings. Section Ten. Voting Rights. Except as otherwise provided herein, all organizational, partners, and individual voting members in good standing shall have the right to vote either in person or by written proxy received by the Secretary or Proxy Chairperson prior to the opening of the membership meeting, as may from time to time be prescribed by the Board of Directors. Mail ballot votes, where all eligible voting members can participate, may be held as determined by the Board of Directors. Affiliates have no voting rights. Section Eleven. Proxies.
a) Definitions. A proxy is the authorization to vote on one’s behalf, usually at the annual general meeting. It involves signing over of voting rights to a second party. Mail votes or absentee ballots are single acts by a member that consist of the casting a specific vote on a single referendum or in an election and require only the voter’’ signature.
b) Proxies. Proxies must be in writing, executed by the member or by his or her due and lawful attorney-in-fact or the guardian of such member. The signature of any proxy of a member or of his lawful attorney-in-fact or guardian must be witnessed by the signatures of two (2) persons or attested by a notary public under his or her official seal of office. No more than three (3) proxies can be held by any individual at a single meeting. Section Twelve. Dues. Annual dues for all types of membership shall be as established from time to time by the Board of Directors. Section Thirteen. Expulsion of members. Any individual, partners or organizational member whose continued membership is not in the best interests of the Folk Alliance may be expelled from the Folk Alliance by the following procedure: A written statement of charges allegedly constituting grounds for expulsion and signed by not less than fifty (50) members of the Folk Alliance in good standing or by any five (5) Directors shall be submitted to the Board of Directors for action. The Board of Directors shall submit a copy of these changes to the member not less than five (5) weeks prior to the meeting of the Board of Directors at which the Board of Directors is scheduled to review the charges and render a decision. Any member so charged shall have the right to appear before the Board of Directors at this meeting, in person or by written statement, and present evidence in his or he behalf. Removal from the Folk Alliance’s membership may be effected only by two-thirds (2/3) vote of the Folk Alliance’s entire Board of Directors. Each member of the Folk Alliance agrees to be bound by the decision of the Board of Directors in such circumstances. Failure to pay annual dues within date of expiration shall automatically terminate membership or associate status.
Article IV Board of Directors
Section One. Board of Directors. The Board of Directors is that group of persons vested with the responsibility for management of the business and affairs of the Corporation.
Section Two. Single Director Class. The Board of Directors of the Corporation will constitute a single class. Section Three. Qualifications. The qualifications for becoming and remaining a Director of this Corporation are as follows:
A. Directors need not be residents of the state of incorporation.
B. Directors must be members of this Corporation in good standing, either voting or non voting and are elected to this position as individuals.
C. Directors must have an interest in the promotion of the purposes of the Corporation.
Section Four. Size and Composition. The Board of Directors of this Corporation shall be comprised of no less than fifteen (15) and no more than twenty one (21) members. The voting membership shall elect up to fifteen (15) Directors as provided under Article IV Section 5. The Directors may, as needed, appoint additional Directors up to the maximum number of twenty one (21) Directors. The Directors may appoint the additional Directors to balance the Board’s representation by gender, geography, business skills, and membership types as noted in Article III, Section 3. Section Five-A. Election. At the 1991 general membership meeting, fifteen (15) Directors will be elected by voting members for staggered terms of one (1), two (2), and three (3) years as determined by random selection. Each Director will hold office for the term for which elected or until a successor has been selected and qualified. At each successive general membership meeting, one third (1/3), of the elected positions on the board (i.e. five Directors) will be elected for a three year term by voting members registered with the corporation. The new board may at any time assess board needs and appoint up to six (6) board members to fill those needs. New Board members so appointed shall serve terms which expire at the second AGM after their appointment. The Nominating Committee, in accordance with Article VI, Section 5, will nominate
The following election procedure will be carried out at specified days before election according to this schedule:
1. 180 days: Nominating Committee mails candidate solicitation letters to members. Candidates are contacted for willingness to serve if elected, qualifications and skills and a short “platform” statement. A slate of candidates is prepared. All Directors are elected “at large.”
2. 120 days: Nominating Committee mails literature describing the slate of candidates to all members of the Folk Alliance.
3. 90 days: Any ten (10) members may nominate additional candidates, whose willingness to run and qualifications are confirmed. Such nominations must be received by this date.
4. 60 days: The merged slate literature and Ballot is mailed to all members of the Folk Alliance.
5. 0 days: Election day at the annual meeting. All ballots for all elections or by-laws changes must be supervised by a Certified Public Accountant, or a Chartered Accountant, or the equivalent, who shall then attest to its authenticity. The sealed count is brought to the annual meeting unopened. Proxy and live ballots are cast at the annual meeting. Write-ins are permitted. Each voting member may vote for no more than the number of (“n”) Directorships open, normally five (5). All votes are checked for eligibility. The top “n” vote getters are elected Directors. Section Five-B. Alternate Election Procedure. The Board of Directors may resolve by 2/3 vote to hold any particular election by mail or other accepted common carrier, according to timetables and procedures established in Article IV, Section Five-A. Additionally, each member of the corporation should be notified 120 days in advance if this alternate procedure is to go into effect.
1) The ballot shall provide space for write-in votes and must be accompanied by a certificate of authenticity, which must be signed by the member and returned with the completed ballot.
2) The Board of Directors shall establish a cut-off date by which ballots must be post-marked or date stamped and sent by mail or other acceptable common carrier in order to be counted for the election.
3) The ballots will be tabulated by an independent accounting firm selected by the Board of Directors. Section Six. Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment by a majority of the remaining Board of Directors. The new Director appointed to fill the vacancy will serve for the unexpired term of the predecessor in the office.
Section Seven. Place of Directors’ Meetings. Meetings. Of the Board of Directors, regular or special, in person or by teleconference, will be held at the registered office of this Corporation or any other place within or without the state of incorporation, as provided, or such place or places as the Board of Directors designates by resolution duly adopted. Section Eight. Regular Director’s Meetings. Regular meetings of the Board of Directors, including the annual meeting of the Board, will occur at least twice in each calendar year. The annual meeting of the Board will be held in conjunction with the annual meeting of the members. Other meetings of the Board may be held throughout the year as determined by the Board of Directors. Section Nine. Notice of Special Directors’ Meetings. Written or printed notice stating the place, day and hour of any special meeting of the Board of Directors will be delivered to each Director not less than twenty-one days before the date of the meeting, either personally or by overnight mail, by or at the discretion of the President, or the Secretary, or the Directors calling the meeting. If mailed, such notice will be deemed to be delivered twenty-four (24) hours after it is deposited in the mail addressed to the Director at his/her address as it appears on the records of this Corporation, with overnight postage prepaid. Such notice must state the business to be transacted at, or the purpose of, such meeting.
Section Ten. Call of Special Board Meeting. A special meeting of the Board of Directors may be called by either:
A. Any two officers; or
B. A majority of the Board of Directors Section Eleven. Waiver of Notice. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Section Twelve. Quorum of Directors. A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a Regular meeting at which a quorum is present, and the act of two thirds (2/3) of the Directors present at a special meeting at which a quorum is present, will be the act of the Board of Directors unless a greater number is required under the provisions of the nonprofit Corporation Law of 1972, and Articles of Incorporation of this Corporation, or any provision of these Bylaws.
Section Thirteen. Any Board member not present for two consecutive meetings shall be considered removed, subject to a two thirds (2/3) majority approval of the remaining members.
Article V Officers
Section One. The Officers of this Corporation will consist of the following personnel:
1. A President
2. A Vice President
3. A Secretary
4. A Treasurer
Section Two. Selection of Officers. Each of the Officers of the Corporation will be elected and appointed annualy by the Board of Directors. Officers must be members of the Board of Directors who have been elected by the general membership, or, in the instance of Treasurer only, be appointed by the Board of Directors. Officers will hold office for one (1) year. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place before the close of the annual general meeting.