I. Organization: The Board of this Corporation, Siskiyou Blues Society, adopted the following by-laws (on date) to govern the affairs of this Corporation. The Corporation shall be referred to herein as the Society.

II. Objectives: The objective of the Society is to promote the native art form of blues-related music by performance, by interpretation and preservation and by enhancement of appreciation through knowledge and education. The Society will make all events sponsored by it accessible to the general public by being nonprofit and using volunteers. It is expressly intended that the Society will carry out these objectives in such a manner as to qualify as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954.

III. Membership: Active Members shall have the right to elect Directors and vote on any other matter coming before the membership at the Annual and General Membership Meeting.

A. Single Memberships

1. One year Membership: Any person who subscribes to the objectives of the Society shall be eligible for membership and may be admitted for membership upon written application to the Treasurer and payment of dues or by vote of the board. Each individual member is entitled to one (l) vote. Membership is valid for twelve (12) months after date of issue.

2. Multi-year Membership: Multi-year membership shall be made as stated above in paragraph IIIA1, but shall be valid for either 24 or 36 months after date of issue, depending on option chosen.

3. Lifetime Membership: Lifetime membership shall be made as stated above in paragraph IIIA1 but shall be valid for the life of the member.

B. Family Group Memberships

1. One year Membership: Any couple, family, or household group all residing at the same address, including children under the age of 18 at the time of enrollment, shall be eligible for Family Group Membership. Family Group Membership shall be made as stated above in paragraph IIIA1. Each Family Group Membership shall be entitled to two (2) votes. Membership is valid for twelve (12) months after date of issue.

2. Multi-year Membership: Any couple, family, or household group, all residing at the same address, including children under the age of 18 at the time of enrollment, shall be eligible for Multi-year Family Group Membership. Multi-year Family Group Membership shall be made as stated above in paragraph IIIA1. Each Multi-year Family Group Membership shall be entitled to two (2) votes. Membership is valid for either 24 or 36 months after date of issue depending on option chosen.

3. Lifetime Membership: Any couple, family, or household group all residing at the same address, including children under the age of 18 at the time of enrollment shall be eligible for Lifetime Family Group Membership. Lifetime Family Group Membership shall be made as stated above in paragraph IIIAI. Each Lifetime Family Group Membership shall be entitled to two (2) votes. Membership is valid for the lifetime of the original adult members. Minor children under age 18 at the time of enrollment will be included until age 18, at which time their membership will expire.

C. Supporting Membership: Persons or corporations will be admitted as Supporting Members upon payment of an annual Supporting Membership fee. The Supporting Membership fee will be set annually by the Board of Directors. Supporting Members will be listed in each issue of the official publication of the Society. Membership is valid for 12 months from date of issue.

D. Charter Membership: The Society recognizes the contribution the Charter Members have made to the Society and, realizing their continued interest, will keep them on our mailing list as long as they keep their current addresses available. Charter Members will not have the privileges of active membership unless they also meet the requirements of active membership. These members shall not be construed to be Lifetime Members unless they also meet the qualifications of membership in paragraph IIIA1.

E. Dues: the Board shall recommend the amount of the Society's dues to the membership at a Membership Meeting. Approval shall require consent of two-thirds (2/3) of the members present and voting.

F. Expelling Members: Any member may be expelled for cause by a vote of 2/3 of the entire Board, including the President, after first giving the member at least 21 days to prepare to challenge the expulsion.

IV. Voting

A. Voting at Meetings: Voting at Board and Membership meetings will be by show of hands.

B. Election Voting: All elections will use secret ballots.

C. Abstentions: Board members may abstain from voting on a motion only when there is a conflict of interest. Board members must abstain when there is a conflict of interest.

D. Conflict of Interest: A conflict of interest will be defined as a member's having a personal financial or vested interest in the outcome of a vote, including but not limited to a Board member's employment, spouse's employment, or other financial gain. The Board member must leave the room during discussion and voting.

V. Meetings

A. The Annual Meeting: The Annual Meeting of the Society shall be held between October 1 to October 31 of each year at a place designated by the President. Notice of the Annual Meeting shall be mailed to the Membership at least 30 days prior to the Annual Meeting by Society publication or mail. The major purpose of the Annual Meeting is to elect the Board of Directors and Nominating Committee. Members who have joined the Society at least 30 days before the election or have renewed by the day of the election shall have the right to elect Directors and vote on any other matter coming before the Membership.

B. General Membership Meetings: General Membership meetings shall be held at least quarterly on a date and at a place to be determined by the President. Notice of the meeting will be given in the Society publication or by mail.

C. Board Meetings: A meeting of the Board of Directors shall be held at the Annual Meeting. Thereafter, such meetings shall be held at least quarterly on a date and at a place to be determined by the President. At least five (5) days advance notice must be given for each meeting. Board meetings shall be open to all Society members in good standing, who shall be entitled to a voice but no vote.

D. Special Board Meetings: Special meetings of the Board of Directors for a specific purpose may be called by the President or at the request of 2 members of the Board at any time. Notice of any such special meeting must be given to each Board member at least one (1) week prior to the meeting when possible. The specific purpose must be stated in the notice and no other business shall be transacted.

1. Board Meetings may be held by phone in a conference call, or by e-mail with notice of receipt, or by fax. A return e-mail or fax can document the vote of each Director on all matters. Each Director's vote will be recorded through e-mailing or faxing the entire Board. This will be implemented only when a meeting of the Directors and Officers is prohibitive due to special circumstances. 

2. Any business conducted at any special meeting must be reported in the next issue of the Society publication.

E. Special Membership Meetings: Special meetings of the Membership for a specific purpose may be requested by presentation to the Board of a petition signed by at least 5% of active members. Notice of any such special meeting must be given to each member at least two (2) weeks prior to the meeting. The specific purpose must be stated in the notice and no other business shall be transacted. The date of the meeting shall be set for within 30 days after presentation of the petition. The President or other Board member shall determine the time and place.

VI. Directors of the Society: The duty of a Director shall be to represent the Membership in their quest to meet the objectives of the Society.

A. The Board of Directors shall consist of 6 members, excluding the five officers, to be elected at the Annual Meeting from a slate of active members. President will break the tie.

B. Control of the organization shall be vested solely in the Board of Directors, which shall have charge of the affairs and assets of the Society. The Board shall have the power and authority to perform all acts and functions related to the transactions of Society business in accordance with these bylaws. Directors shall not be compensated for any services directly related to their duties as a Board member or Committee member. This shall not preclude any Director from receiving compensation when serving in any other capacity as approved by the Board of Directors.

C. A Director or Officer can be impeached by a majority of the Board and removed from office not less than 21 days later by a 2/3 vote of the entire Board, including the President. The Director or Officer shall be given said 21 days to prepare and present a case against such removal before the vote is taken. These actions shall be taken at scheduled Board or Special meetings and the room shall be cleared of all persons except Officers and Directors of the Board.

D. If there is a vacancy on the Board of Directors caused by the resignation or removal from a director or officer it shall be filled from the active membership by appointment from the President with the approval of the majority of the Board to serve out the term, and shall be seated as a member of the Board. If the vacant Board seat is that of an officer, the President, or acting President, with the approval of a majority of the Board shall appoint a Board member to fill the office and serve out the term. A director or officer so removed from office may not be re-appointed, but may stand for election at the next Annual Meeting.

E. Temporary vacancies on the Board of Directors caused by leave of absences shall be filled from the active membership by appointment from the President and that person shall serve during the leave of absence.

F. Directors are expected to attend Board meetings. Automatic removal from office shall occur if a Director or Officer misses three consecutive Board meetings within one term of office. The Board of Directors may give a Director or Officer a leave of absence, thus preventing such removal from office. Directors or Officers may also be impeached and removed for any of the following offenses:

1. Misappropriation of Society funds.

2. Countermanding a Board or Membership vote without due cause.

3. Entering into contractual agreements without prior Board approval without due cause.

4. Intentional misrepresentation of facts and information to the Board, Society, or community.

5. Lapse of membership dues.

6. Any other conduct unbecoming an Officer or Director or such conduct which could bring the Society into disrepute in the community.

G. The number of Directors may be increased or decreased by amendment to these bylaws in the manner set forth herein; provided, however, that when the number of Directors is decreased by such an amendment, each Director then in office shall continue to serve until expiration of his/her term or until his/her death, resignation, or removal, whichever occurs first.

H. The term of office of a member of the Board of Directors is two years.

VII. Officers of the Society

A. The Officers of the Society shall consist of a President, Vice President, Secretary, Treasurer and Parliamentarian, to be elected by the Directors for a term of two (2) years. No Officer shall serve more than two (2) consecutive terms in the same office.

B. The President shall be the Chief Executive Officer of the Society and shall administer the operation of the Society and shall preside at all Society and Board meetings. The President shall be an ex-officio member of all committees except the Nominating Committee. The President shall call extra business meetings if required, appoint committees not otherwise provided for, and shall perform all other duties normally required by the office.

C. The Vice-President shall assist the President in the discharge of those duties and preside in the absence of the President. The Vice-President shall also assist the President and temporarily fill vacancies in other offices when necessary.

D. The Secretary shall record all Board and Membership meetings, keep the minutes of all such meetings, make such reports, and perform other duties, such as society correspondence, as are incidental to the office.

E. The Treasurer shall keep an accurate account of all financial transactions of the Society, shall receive and disburse all money, and shall pay all bills justly accrued by the Society, keep such records, make such reports, and perform other duties as are incidental to the office. The Treasurer shall be responsible for the filing of all tax returns. The Treasurer's accounts shall be audited once a year by an individual or firm selected by the President and approved by the Board. The treasurer shall also keep a list of current members and disburse all necessary information to members for non-commercial purposes only. Membership information may be given to members and non-members for commercial purposes only with Board approval. A handling and materials fee, the amount to be determined by the Board, may be charged for each request.

F. The Parliamentarian shall consult and advise the President, Board of Directors, Officers, committees, and members on matters of parliamentary procedures. The Parliamentarian's role during a meeting is purely an advisory and consultative one, since parliamentary law gives to the Parliamentarian alone the power to rule on questions of order or to answer parliamentary inquiries. The Parliamentarian is to govern by the Society By-laws and Roberts' Rule of Order.

VIII. Committees

A. The standing committees shall be: Nominating, Membership, Public Relations and Advertising, Festival Production, Festival Entertainment, By-laws, Education, Archives, Programs and Events, Finance and Fundraising, Blues Print, Advisory, and others so designated by the President and approved by the Board.

B. All committees, except the Nominating Committee, shall be chaired by a Society member. The President shall select a Temporary Chair and slate of members to be approved by the Board. The Temporary Chair shall preside at the first meeting, at which the committee members shall elect a permanent Committee Chair. Replacement or removal of a Committee Chair, except where otherwise indicated, can be made by the President with the approval of the Board. All committees shall be made up of Society members in good standing. Committee Chairs shall be responsible for performing or delegating all committee functions including, coordinating committee meetings, recording the business at committee meetings, and reporting all committee business to the Board.

C. The Nominating Committee shall consist of three (3) Society members, two (2) of whom shall be elected by the Membership at the Annual Meeting and one of whom shall be appointed by the President. The three members shall elect one of themselves to chair the committee. Committee members shall serve for two (2) years and no member shall serve more than two (2) consecutive terms.

The Nominating Committee shall prepare a slate of nominees for the Board of Directors, including the five Officers and two Nominating Committee members. All nominees shall be current members of the Society. A secret ballot containing this slate shall be mailed to the membership at least one month before the Society's Annual Meeting. The Nominating Committee shall tally the ballots. Should a vacancy occur within the Nominating Committee, it shall be the duty of the Nominating Committee to present nominees to fill such vacancy to the Board of Directors. The filling of vacancies on the Nominating Committee shall be approved by the Board of Directors.

D. The Membership Committee shall be responsible for recruiting new members, encouraging membership participation in the Society and its activities, and expanding the advantages and privileges available to Society members.

E. The Public Relations and Advertising Committee shall be responsible for the Society's public relations, publicity and advertising. This shall include publicity and advertising for the annual Siskiyou Blues Society Festival. This committee shall also be responsible for moderating the choice of the Fest logo (with the choice to be made by a coalition of the board and standing committee chairs), responding to other committees needs for press releases and conferences, coordinating media passes for the Fest and coordinating all contracts with radio, TV, print and other media. The PR Committee is also responsible for ensuring that sponsors are appropriately acknowledged in any publicity. With the chairs of the Fest Committee, the Finance and Fundraising Committee and the Entertainment Committee, recommends benefits for sponsors (i.e., sponsorship levels) to be approved by the Board.

F. The Festival Entertainment Committee shall be responsible for hiring the musicians for the annual Siskiyou Blues Festival, coordinating and fulfilling all contracts for VIP and musician hospitality, stage crews, MCs, workshops, and backline equipment. This committee shall also set the entertainment time schedules for the Festival.

G. The Festival Production Committee shall be responsible for vendors, beer sales, licenses, insurance, procurement of equipment, layout of the site, logistics of services such as electricity and water, merchandising and headquarter tent, sanitation, clean up, collection and counting of money, security, recruiting and supervising volunteers serving the Festival Production Committee, and other aspects of the annual Siskiyou Blues Society Festival not directly related to advertising or the hiring and welfare of musicians. This committee shall also set prices for admission, beer, and souvenirs.

H. The Bylaws Committee shall be responsible for maintaining an accurate and current record of the Society's bylaws. This committee will also recommend and/or refine changes to these bylaws.

I. The Education Committee shall be responsible for coordinating all Blues in the Schools events and other educational opportunities, such as film series, library collections, and lecture series.

J. The Archives Committees ongoing responsibility is to maintain a collection of all items in all kinds of media related to the history and progression of the organization, including a complete holding of the SBS publication, posters and fliers from all Society-sponsored events, brochures, photographs, meeting minutes, etc. The members of this committee shall select, classify, mark and try to preserve these items and shall also investigate archival-sound locations where they can be housed.

K. The Finance and Fundraising Committee shall be responsible for raising funds through non-media grants and other sources, according to the development plan. The Committee is also responsible for responding to committees and members needs for any non-media funding of any event, program, activity, or equipment, according to the development plan.

L. The Programs and Events Committee shall propose, arrange and produce events and activities not directly related to the annual festival.

M. The Publications Committee shall be responsible for production and distribution of Blues News as well as the SBS website. The editor/publisher of Blues Print shall head this committee. The Webmaster will serve on this committee. 

N. The Advisory Committee shall consist of former presidents of the Society, and may include other community members. They shall meet at the discretion of the current President, or at the request of the Board. The Advisory Committee shall serve at the ìcorporate memoryî and provide advice and assistance to the President and the Board.

O. Special Committees shall consist of all committees other than the standing committees. The President with the approval of the Board shall appoint such committees. Additional members may be appointed to a Special Committee at the discretion of that committee's Chair.

P. The President shall decide upon a committee's responsibility or jurisdiction in the event of a question or dispute. The Vice-President shall make such a decision if the President is unavailable. The Board can override the President or Vice-President's decision.

IX. Society Publication

A. The Society Publications include the newsletter, Blues Print, and the SBS website.

B. Blues Print will be published bi-monthly. The Board may, by majority vote, increase or decrease the number of issues per year.

C. The Editor/Publisher of Blues Print shall be a member in good standing appointed by the President and approved by the Board.

X. Administrative and Fiscal Year

A. The administrative year shall begin following elections at the Annual Meeting and end at the Annual Meeting the following year.

B. The fiscal year shall begin April 16 and end April 15.

XI. Quorum

A. Five percent of the current membership shall constitute a quorum at any meeting of the General Membership.

B. A majority of the Board of Directors shall constitute a quorum at a Board meeting. In the event a quorum does not exist at a Board meeting, the meeting will be adjourned until a quorum can be met.

XII. Rules of Procedure

Where not otherwise provided, Roberts' Rules of Order, Newly Revised shall govern all procedures at Board or Membership meetings.

XIII. Amendments

These bylaws may be altered or amended and new bylaws may be adopted by a 2/3 vote of the entire Board of Directors, including the President. 

XIV. Indemnification

The Members, Directors and Officers of this corporation, and their private property, shall not be liable in any manner for corporate debts, obligations, undertakings or liabilities and Members, Directors and Officers shall be exempted and indemnified against any personal expense, losses or liabilities, which may accrue in -any manner by reason of the ownership, administration or distribution of the corporate property or funds, or by reason of any acts of commission or omission on their part in the conduct of the corporate affairs, so long as they act in good faith. They shall not be liable or accountable in any manner for honest mistakes or errors of judgment, nor for errors or wrongdoing of agents, brokers, attorneys, or servants, nor for interest on funds temporarily idle.

These bylaws replace and supersede all previous bylaws and amendments.

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