ARTICLE I NAME AND PURPOSE
Section 1
The name of the nonprofit is “Blues on the Chippewa”
Section 2
Blues on the Chippewa Organization provides funding for local charities, while promoting growth in the tourism sector by way of showcasing our regions wealth in the Musical Arts. All activities are limited to those that qualify the nonprofit as a tax-exempt organization under IRS 501(c) (3) regulations.
The nonprofit has the following objectives:
• Promote building of community, culture and tourism through the administering of music events.
• To sponsor and support musical education activities, seminars, lectures, as well as provide music scholarships and/or grants through the “Brent Titus Music for Children Program.”
• Provide financial assistance and resources to charities including but not limited to the Pepin County Food Pantry; raising revenues through such methods as sponsorship, donations, sale of merchandise and or food items and fundraising events compliant with state raffle and picnic license regulations.
ARTICLE II MEMBERSHIP
Section 1
There shall be one class of membership in the nonprofit:
Any person who is of good character and dedicated to the purposes of this organization shall be eligible for regular membership upon acceptance of his or her verbal application by a majority vote of the Board of Directors. A regular member is entitled to vote for election of members to Board of Directors at the annual membership meeting only.
Section 2
All members shall be eligible to receive annual or other reports of the nonprofit and all members may attend the annual or other meetings of the nonprofit. Only members may become officers or directors of non profit or vote in any election or on any matter submitted to the membership for a vote.
Section 3
Any member may withdraw from the nonprofit upon giving notice to the Board of Directors. Any member or officer on the Board of Directors may be removed from membership upon good cause and by 4/5ths vote of the Board of Directors.
ARTICLE III ORGANIZATION AND ADMINISTRATION
Section 1
The Board of Directors shall consist of up to eleven (11) directors elected from the voting members of the nonprofit. The term for a director shall be one year and number of directors elected shall be decided at annual election for that year. At each annual meeting, directors shall be elected to succeed those directors whose terms will end next expiring. Each director shall take office following his or her election at the annual meeting and shall serve for one year, or until a successor shall be elected or appointed. Vacancies on the Board of Directors shall be filled by selection and appointment by a majority of the members until the next election.
Section 2
The Board of Directors shall meet as soon as practical after newly-elected directors take office and at such other times as the president may call a meeting or at any time three or more members of the Board of Directors may request a meeting.
Section 3
Four (4) directors shall constitute a quorum for the transaction of business at a Board of Director’s Meeting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4
At its first meeting after newly-elected directors take office, the Board of Directors shall elect the officers, all of whom shall serve without compensation for a one year term.
President: The president shall be a member of the Board of Directors and shall preside at and conduct nonprofit meetings and will be responsible for writing the agenda. Under the direction of the Board of Directors, the president shall supervise all the business of the nonprofit.
Vice-President: The vice-president shall be a member of the Board of Directors and shall in the absence of the president perform the duties of the president.
Secretary: The secretary shall be a member of the Board of Directors and shall keep minutes of all meetings, forward all required notices to members and maintain the records of the nonprofit.
Treasurer: The treasurer shall be a member of the Board of Directors and shall administer the finances of the nonprofit and supervise the keeping of the nonprofit’s financial records. The treasurer shall submit an annual financial statement to the board for presentation and approval at the annual meeting.
Section 5
The Board of Directors shall formulate all the operational policies of the nonprofit through majority vote as required in Section 4 of this Article. The powers of the board shall be limited only by law and these bylaws.
Section 6
The Board of Directors may select and appoint an advisory committee available for consultation on matters of the nonprofit and technical questions. Committee members should represent the principal fields of the nonprofit’s endeavor and should be invited and encouraged to offer suggestions and criticisms of the policies and work of the nonprofit.
ARTICLE IV MEETINGS
Section 1
The nonprofit shall hold an annual meeting in an appropriate place during the first quarter of each calendar year. Notice of the time and place of such meeting shall be posted in local paper as public notice. Other meetings of the membership may be called by the Board of Directors or by written request of ten percent of the members of the nonprofit.
Section 2
A quorum is not required at annual member meeting. The president shall conduct such meetings. Only members present may vote on the election of directors, in which a simple majority will rule. All meetings will be conducted according to Roberts Rules of Order.
Section 3
At the annual meeting, the annual report of the nonprofit’s activities and its plans for the future shall be presented. The treasurer shall present a financial report. Directors shall be elected at the annual meeting in accordance with Article III, Section 1 of these bylaws. Nominations for such positions shall be made from the floor of the meeting. Those persons receiving the highest number of valid votes cast will be elected to the Board; a tie vote will be broken by the president.
ARTICLE V PROPERTY, FUNDS AND ASSETS
Section 1
All property, funds and assets of any nature received or acquired by the nonprofit shall be taken, held, disposed of, and expended in the following manner:
All monies received from sponsorship fees, donations, and the sale of merchandise, or derived in any manner from the business operations of the nonprofit, shall be deposited in the operations fund and shall be used for the support of the Blues on the Chippewa’s missions and activities. Additional money raised shall be divided between “Brent Titus Music for Children Program,” Pepin County Food Pantry, and various charities decided upon by board of directors.
Section 2
The nonprofit shall maintain all funds in any bank, credit union or savings and loan association whose deposits are insured by an agency of the United States. The Board of Directors shall determine the financial institutions used for this purpose. All checks drawn from the checking accounts and withdrawals from savings accounts shall require the approval of two directors except for checks of one hundred ($100.00) dollars or less which may be signed by one officer.
Section 3
No income of the nonprofit shall be distributed to its directors or officers, except for reimbursable expenses or services rendered as determined by two-thirds (2/3) majority of Board of Directors.
Section 4
The fiscal year of the Blues on the Chippewa shall be from January 1 to December 31.
Section 5
An audit committee may be selected by the Board of Directors to examine the financial records of the nonprofit and submit a report at least 30 days before the annual meeting.
ARTICLE VI MISCELLANEOUS
Section 1
The principal place of business of the “Blues on the Chippewa” shall be in Pepin County, Wisconsin.
Section 2
The Board of Directors may adopt a corporate seal as it sees fit.
ARTICLE VI AMENDMENT OF BYLAWS
Section 1
These bylaws may be amended by a majority vote at any duly noticed meeting of the directors. Proper notice would be a formal written notice distributed by phone, mail or email to members at least one week before the meeting.
ARTICLE VIII DISSOLUTION
Section 1
In the event of the dissolution of the “Blues on the Chippewa” all assets shall be transferred to a charity voted upon by the remaining directors at the time of dissolution. Any portion of funds donated for specific purposes will be so designated to the extent possible.
Originally Adopted: