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BYLAWS
GUITAR SOCIETY OF LAS VEGAS
PURPOSE:
The Guitar Society of Las Vegas (hereinafter
referred to as the “Society”) shall have as its specific and primary
purpose to assist in the promotion, education and appreciation of the
acoustic guitar:
1.
Assisting in implementing activities in support of the Society in
cooperation with the members.
2.
Providing performance and social activities for the Society members and
the Clark County community.
3.
Purchasing music and equipment for the Society meetings and concerts.
4.
Developing and administering programs to enhance and enrich members’
musical experiences.
5.
Documenting activities of the organization.
6.
Raising funds for all the above.
ARTICLE I
Offices
The county in the
state of Nevada where the principal office of the transaction of the
business of the Society shall be in the county of Clark, with its
business office located at the Clark County Government Center at 500 S.
Grand Central Parkway, Las Vegas, NV.
ARTICLE II
Memberships
Section 1. Membership shall be
open to the community at large without regard to race, color, creed or
national origin. All members shall have equal opportunity to enjoy all
the rights and privileges of the Society and to engage in the full range
of activities offered by the Society.
Section 2.
a. Membership in the Society shall be $15 – student; $25 –
associate; $30 family; $100 sponsor per year.
b.
Institutional Membership may be extended to supporting agencies for
an annual fee set by the Board of Directors.
c.
Patrons of the Society may hold memberships for an annual fee of
$500 per year.
Section 3. The
voting members of the Society shall be all persons/institutions
currently holding membership in the Society for the fiscal year.
Section 4.
Each member shall be entitled to one vote on each matter that is
submitted to a vote of the members.
ARTICLE III
Meeting
of Members
Section 1.
An annual meeting of the members shall be held in Las Vegas, Nevada
during the month of January at a time and date determined by the Board
and announced to the GSLV membership in accordance with Section 4 of
this article. During this meeting the following will take place:
present an annual report; elect new members of the Board of Directors;
approve the annual budget; set annual goals; and such other business
that may come before the meeting.
Section 2. Special Meetings of the
members may be called by the President or the Board of Directors or by
one-third (1/3) of those present and voting at a regular meeting of the
Board of Directors.
Section 3. Place of Meeting may be
any place in the state of Nevada, county of Clark, as designated by the
Board of Directors as the place for meetings for any annual meeting or
for any special meeting called by the President or Board of Directors.
(If no designation is made or if a special meeting is otherwise called,
the place of the meeting shall be at any time or place, either within or
outside the state of Nevada).
Section 4.
Notice of Meeting may be oral, written, or printed, and shall state the
place, day, and hour of any meeting of members, and may be delivered
either in person, by telephone, or by mail to each member entitled to
vote at such meeting in not less than ten (10) nor more than fifty (50)
days before the date of such meeting, or at the discretion of the Board
of Directors. In case of a special meeting or when required by statute
or by these Bylaws, the purpose or purposes for which the meeting is
called shall be stated in the notice. If mailed, the notice of a
meeting shall be deemed to be delivered when deposited in the United
States mail addressed to the member at the address as it appears on the
records of the Society with postage thereon prepaid.
Section 5. Informal action by
members regarding any action required by law to be taken at a meeting of
the members, or any action which may be taken at a meeting of the
members, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the members
entitled to vote with respect to the subject matter thereof.
Section 7. Election by the members
holding ten percent (10%) of the votes, which may be cast at any
election, shall be necessary to constitute a valid election. If ten
percent (10%) of the membership does not cast their vote, the Board of
Directors shall extend the expiration date of the memberships
accordingly.
ARTICLE IV
Board of
Directors
Section 1.
The Board of Directors shall manage the affairs of the Society.
Directors must be residents of the state of Nevada.
Section 2. The number of directors
shall be no more than ten (10). The election of the Executive Committee
shall be scheduled for the annual members’ meeting (see Article III).
Section 3. Regular meetings of the
Board of Directors shall be held without other notice other than this
Bylaw. The Board of Directors shall decide by consensus the time and
place within the county of Clark, State of Nevada, for the holdings of
regular meetings of the Board without notice other than minutes.
Section 4. Special meetings of the
Board of Directors may be called by or at the request of any two
directors. The person or persons authorized to call special meetings of
the board may fix any place within the county of Clark, State of Nevada,
as the place for holding any special meeting of the Board called by
them.
Section 5. Notice of any special
meeting of the Board of Directors shall be given at least two (2) days
previously thereto by oral or written notice delivered in person, by
telephone, by electronic mail, or by written notice to each director at
the address as shown by the records of the Society. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope addressed with postage thereon
prepaid. Any director may waive notice of such meetings, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened. The business to be transacted at the meeting need not be
specified in the notice or waiver of notice of such meetings unless
specifically required by law or the Bylaws.
Section 6. A quorum for the
transaction of business at any board meetings shall consist of more than
half the members of the Board of Directors. If less than a quorum of
the directors is present at a meeting, the meeting may continue with any
decisions to be confirmed at the next Board meeting for which a quorum
is present.
Section 7. No Board member may vote
upon a matter coming before that body in which he or she has a direct
financial interest. Immediately upon becoming aware that such a
conflict may exist, a Board member must disclose the existence of the
potential conflict to the remaining Board members, withdraw from further
deliberation on the issue, and refrain from voting on the matter. Any
such disclosure and withdrawal shall be fully documented in the
organization minutes.
Section 8. The act of a majority of
the directors present at a meeting in which a quorum is present shall be
the act of the Board of Directors unless the act of a greater number is
required by law or by these Bylaws.
Section 9. The directors serve
one-year positions. The Board of Directors shall fill any vacancy
caused by the resignation or dismissal of a director. A director
appointed by the board to fill a vacancy shall serve the remainder of
his predecessor’s term.
Section 10. Any Board member absent
from three or more consecutive regular meetings of the Board will be
considered as having resigned from the Board.
ARTICLE V
Officers
Section 1. The officers of the
Society shall be a President, one or more Vice-Presidents
(the number thereof to be determined by the Board of Directors), a
Treasurer, and a Secretary. The Board may elect other
officers in accordance with the provisions of this Article. The Board
of Directors may elect or appoint staff assistants and such other
officers, including one or more assistant secretaries and one or more
assistant treasurers as it shall deem desirable; such officers have the
authority to perform the duties prescribed from time to time by the
Board of Directors. Any two or more offices may be the same person,
except the offices of president and secretary.
Section 2. The nominating committee
shall be a standing committee of the Society.
a. The nominating committee shall be appointed by the
President with the approval of the Board of Directors to serve for a
term of one (1) year.
b The nominating committee shall be composed of no more than
five (5) persons, two (2) of them shall be members of the Board of
Directors. The committee shall elect its own chairperson.
c. The nominating committee shall prepare a single slate of
candidates for the vacancies occurring on the Board of Directors.
Persons nominated for the Board of Directors need not be members of the
Society, but shall become members immediately upon their election as
provided in Article II. The nominating committee shall also prepare a
single slate of candidates for the officers of the Board of Directors.
d. In all elections, the privilege of nomination from the floor
shall be allowed provided that the consent of the nominee is obtained,
in writing should the nominee be absent.
Section 3. The Board of Directors
shall elect the officers of the Society annually. The election of
officers shall be scheduled for the first regular meeting of the Board
of Directors. New offices may be created and filled at any meeting of
the Board of Directors. Each officer shall hold office until his
successor has been duly elected and qualified.
Section 4. Any officer elected or
appointed by the Board of Directors may be removed by a majority vote of
the board whenever, in its judgment, the best interests of the Society
would be served. Any officer so removed shall have, with written
notification to Board of Directors, the right to appeal at the next
regularly scheduled board meeting.
Section 5. A vacancy in any office
because of death, resignation, removal, disqualification, or otherwise
may be filled by the Board of Directors for the unexpired portion of the
term.
Section 6. The President
shall be the principal executive officer of the Society and shall in
general, supervise and control all of the business and affairs of the
Society. The President shall preside at all meetings of the
members of the Board of Directors. The President, with the
Secretary or any other proper officer of the Society authorized by the
Board of Directors, may execute any deeds, mortgages, bonds, or
contracts of other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors
by these Bylaws or by statute to some other officer or agent of the
Society; and, in general the President shall perform all duties
incident to the office of President and such duties as may be
prescribed by the Board of Directors from time to time.
Section 7. In the absence of the
President, or in the event of the President's inability or
refusal to act, the Vice-President (or in the event there is more
than one Vice-President, the Vice-Presidents in the order
of their election) shall perform the duties of president and, when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President shall
perform such other duties from time to time that may be assigned by the
President or Board of Directors.
Section 8. The Treasurer
shall give a bond for the faithful discharge of duties of Treasurer if
required by the Board of Directors in such sum and with such sureties as
the Board of Directors shall determine. The Treasurer shall have
charge and custody of and be responsible for all funds and securities of
the Society. The Treasurer shall also receive and give receipts
for monies due and payable to the Society from any sources whatsoever
and deposit all such monies in the name of the Society in such banks,
trust companies, or other depositories as shall be selected in
accordance with the provisions of Article VII of these Bylaws; and, in
general, perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to the treasurer
by the President or by the Board of Directors.
Section 9. The
Secretary shall keep the minutes of the annual meetings of the
members and of all meetings of the Board of Directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be
custodian of the Society records and of the seal of the Society, and see
that the seal of the Society is affixed to all documents, the execution
of which on behalf of the Society under its seal is duly authorized in
accordance with the provisions of these Bylaws; keep a register of the
post office address of each member which shall be furnished to the
secretary by such member; and, in general, perform all duties incident
to the office of the Secretary and such other duties as from time
to time may be assigned to the Secretary by the President
or by the Board of Directors.
Section 10.
Assistant Treasurers, if required by the Board of
Directors, shall give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Treasurers and Assistant Secretaries,
in general, shall perform such duties as shall be assigned by the
Treasurer or the Secretary or by the President or the
Board of Directors.
ARTICLE VI
Committees
Section 1. The Board of Directors,
by resolution adopted by a quorum of the directors in office, may
designate one or more committees, each of which shall consist of one or
more directors, which committees, to the extent provided in said
resolution, have and exercise the authority of the Board of Directors in
the management of the Society; but the designation of such committees
and the delegation thereto of authority shall not operate to relieve the
Board of Directors, or any individual director of any responsibility
imposed upon said Board/Director by law.
Section 2.
Other committees not having and exercising the authority of the Board of
Directors or the management of the Society may be designated by a
resolution adopted by a majority of the directors present at a meeting
at which a quorum is present. Except as otherwise provided in such
resolution, members of such committees shall be members of the Society,
and the President of the Society shall appoint the members
thereof. Any member thereof may be removed by the person or persons
authorized to appoint such members whenever, in their judgment, the best
interests of the Society shall be served by such removal.
Section 3. Each member of the
committee shall continue as such until the next annual meeting of the
members of the Society and until a successor is appointed, or unless
such member be removed from such committee, or unless such member shall
cease to qualify as a member thereof.
Section 4. One member on each
committee shall be appointed chairperson by the person or persons
authorized to appoint the members thereof.
Section 5. Vacancies in the
membership of any committee may be filled by appointments made in the
same manner provided in the case of the original appointments.
Section 6. Unless otherwise
provided in the resolution of the Board of Directors designating a
committee, a majority of the whole committee shall constitute a quorum,
and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Section 7. Each committee may adopt
rules for its own government not inconsistent with these Bylaws or with
rules adopted by the Board of Directors.
ARTICLE VII
Contracts,
Checks, Deposits, and Funds
Section 1. The Board of Directors
may authorize any officer or agent of the Society to enter into any
contract or execute and deliver any instrument in the name of, and on
behalf of the Society with notification and prior approval
a. Such authority may be general or confined to specific
instances.
b. If the contract or agreement involves an amount of money
which must be negotiated, the authorization shall include a statement of
the limit of liability. A contract or an agreement in excess of
statement of liability shall be null and void unless approved by the
Board of Directors.
Section 2. All checks, drafts, or
orders for payment of money, notes, or other evidences of indebtedness
issued in the name of the Society shall be signed by such officers or
agents of the Society and in such manner as shall from time to time be
determined by resolution of the Board of Directors. Such instruments
shall be signed by the Treasurer and counter-signed by the
President or Vice-President of the Society.
Section 3. All
funds of the Society shall be deposited from time to time to the credit
of the Society in such bank, trust companies, or other depositories as
the Board of Directors may select.
Section 4. The Board of Directors
may accept on behalf of the Society any contribution, gift, bequest, or
devise for the general purposes, or for any special purpose of the
Society.
Section 5. There shall be no
reimbursement to members except when requested of and approved by the
Board of Directors in advance of the expenditure.
ARTICLE VIII
Agreement
to Share Proceeds
Section 1. Any binding agreement
with any agency to share with the agency the proceeds of any production
of activity of the Society must be approved in advance by the Board of
Directors.
Section 2.
Copies of any contract or agreement must be forwarded to the
President, Treasurer and or designee within one (1) week of
execution of contract/agreement.
ARTICLE IX
Certificates of Membership
Section 1. The Board of Directors
may provide for the issuance of certificates evidencing membership in
the Society, which shall be in such form as may be determined by the
Board. The President shall sign such certificates and the
Secretary shall seal it with the seal of the Society. The name and
address of each member and the date of issuance of the certificate shall
be entered on the record of the Society. If any certificate shall
become lost, mutilated, or destroyed, a new certificate may be issued
therefore upon such terms and conditions as the Board of Directors may
determine.
ARTICLE X
Books
and Records
The Society shall keep correct and completed books
and records of account, and shall also keep minutes of the proceedings
of its members, Board of Directors, and committees having any of the
authority of the Board of Directors, and shall keep at the registered or
principle office a record giving the names and addresses of the members
entitled to vote. Any member or his agent or attorney may inspect all
books and records of the Society for any proper purpose at any
reasonable time.
ARTICLE XI
Fiscal
Year
The fiscal year of the Society shall begin on the
first day of July and end on the last day of June of each year.
ARTICLE XII
Seal
The Board of Directors shall provide a Society
seal, which shall be in the form of a circle.
ARTICLE XIII
Waiver
of Notice
Whenever any notice is required to be given under
the provisions of Nevada Revised Statutes, Chapter 81, Sections 81.010
through 81-60 or under, the provisions of the Bylaws of the Society a
waiver thereof in writing signed by the person or persons entitled to
such notice whether before or after the time stated therein shall be
deemed equivalent to the giving of such notice.
ARTICLE XIV
These Bylaws may be altered, amended, or repealed
and new Bylaws may be adopted by a majority of the directors present at
any regular meeting or at any special meeting if at least ten (10) days
written notice is given of intention to alter, amend, or repeal or to
adopt new Bylaws at such meeting.
ARTICLE XV
Dissolution
Section 1. The Society shall be
dissolved by three-fourths (3/4) vote of the entire membership.
Section 2. 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 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. Any such assets not so disposed of
shall be disposed of by a Court of Competent Jurisdiction of the county
in which the principal office of the organization is then located,
exclusively for such purposes or to such organization or organizations,
as said Court shall determine, which are organized and operated
exclusively for such purposes.
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