Bylaws
OF
San Antonio Blues Society, Inc.
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of the corporation is "San Antonio Blues Society, Inc."
1.2 Purpose. The corporation is organized for charitable, literary and educational purposes. The corporation is created solely as an organization described in section 501(c)(3) and exempt from taxation under section 501(a) of the Code, or corresponding provisions hereinafter in effect. The corporation shall be operated exclusively for such purposes; no part of its net earnings shall inure to the benefit of any member, director or individual; no part of its activity shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
1.3 Offices. The principal office of the corporation shall be located in San Antonio, Texas. The corporation may also have Offices at such other places both within and without the State of Texas as the Board of Directors (the "Board") may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF MEMBERS
2.1 Time and Place. Meetings of members for any purpose may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meeting. The annual meeting of members shall be held annually at such date and time as shall be designated from time to time by the board of directors and stated in the notice of meeting.
2.3 Special Meetings. Special meetings of the members for any purpose or purposes may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of one-tenth of all members entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of members shall be limited to the purposes stated in the notice.
2.4 Notices. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than two nor more than ninety days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. Publication in the corporation's newsletter of the above information shall be deemed to be proper notice upon deposit of such newsletter, properly addressed in the United States Mail.
2.5 Quorum. The lesser of five percent of the members or ten members (exclusive of officers and directors) present in person shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, a quorum shall not be present at any meeting of the members, the members entitled to vote thereafter, present in person, shall have power to adjourn the meeting form time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, provided a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held in accordance with the original notice thereof.
2.6 Voting. If a quorum is present at any meeting, the vote of the majority of the members entitled to vote, present in person, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by law or by the articles of incorporation. Each member whose dues have been paid prior to the delivery of notice of the meeting shall be entitled to one vote on each matter submitted to a vote at a meeting of members.
2.7 Action by Consent in Writing. Any action required or 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 the members entitled to vote with respect to the subject matter thereof.
ARTICLE 3
BOARD OF DIRECTORS
3.1 Election, Number, Tenure, and Vacancies
(a) Election. At the regular annual meeting of the members each year, Directors shall be elected by secret ballot. All Directors shall continue as such until the acceptance of their office by their duly qualified successors.(b) Number. The direction and management of the affairs of the corporation and the control and disposition of its properties and funds shall be vested in the Board. The Board shall consist of eleven persons, who need not be residents of the State of Texas. The number of directors may be increased or decreased from time to time by the Board.
(c) Tenure. The original term for each director shall be one year, subject to such directors earlier death, removal or resignation. Each director shall serve for his term of office and until his successor is duly elected and qualifies.
(d) Vacancies. The Board shall have the authority to fill any vacancy occurring on the Board of the corporation.
(e) Resignation. Each director shall have the right to resign at any time upon written notice thereof to the president or secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
(f) Removal. The Board may remove at any time any director from the Board when such removal is determined by the Board to be in the best interest of the corporation. Such determination shall be made by an affirmative vote of a majority of the members of the Board at any meeting of such board.
3.2 Annual Meeting. Unless changed by the affirmative vote of the Board at any meeting thereof, the annual meeting of the Board shall be held at such time and on such date as set by the Board for the election of officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the secretary of the corporation to give 10 days notice of such meeting to each director in person, or by mail or telegraph to each director not personally notified.
3.3 Regular Meetings. Regular meetings of the Board shall be held on such dates and at such times and places as the Board shall from time to time determine for the transaction of such business as may lawfully come before each meeting. it shall be the duty of the secretary of the corporation to give 24 hours notice of the time, place and date of each regulation meeting to each director.
3.4 Special Meetings. Special meetings of the Board shall be held whenever called by the secretary of the corporation upon the direction of the president of the corporation or upon written request of any two directors; and it shall be the duty of the secretary to give sufficient notice of such meetings in person or by mail or telegraph to enable the director so notified to attend such meetings.
3.5 Attendance. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction on the ground that the meeting is not lawfully called or convened.
3.6 Quorum for Meeting. A majority of the directors shall constitute a quorum for the transaction of business at all meetings convened according to these bylaws.
3.7 Voting. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by law or these bylaws.
3.8 Proxies. A director may vote at a meeting of the Board by proxy executed in writing by the director and delivered to the secretary of the corporation at or prior to such meeting; however, a director present by proxy at any meeting of the Board may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless otherwise irrevocable by law.
3.9 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee designated by the Board may be taken without a meeting if a consent in writing , setting forth the action to be taken, shall be signed by all members of the Board or of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.
3.10 Telephonic Meetings. Members of the Board or of any committee may participate in and hold a meeting of such Board or committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation pursuant to this paragraph 2.10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE IV
GENERAL OFFICERS
4.1 Election and Term.
(a) The officers of this corporation shall be elected by the Board and shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers as may be deemed necessary and selected by the Board. The Board, at its organizational meeting and annually thereafter at the annual meeting or at any special meeting, shall elect the officers.(b) The officers so elected shall hold office until the earlier of the date their successors are elected and qualify, or the date such officer dies, resigns, or is removed. Any two or more offices may be held by the same person, except the offices of president and secretary. Election of an officer shall not of itself create contract rights
(c) Any officer may resign at any time by giving written notice thereof to the president or secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.
(d) Any officer elected by the Board may be removed at any time by the Board with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officer.
(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board.
4.2 Attendance at Meetings. The chairman of the Board, if one be elected, and if one not be elected or in the Chairman 5 absence, the president, shall call meetings of the Board to order, and shall act as chairman of such meetings, and the secretary of the corporation shall act as secretary of all such meetings, but in the absence of the secretary the chairman may appoint any person present to act as secretary of the meeting.
4.3 Duties. The principal duties of the several officers are as follows:
(a) Chairman of the Board. The chairman of the Board, if one be elected, shall preside at all meetings of the Board and shall have such other powers and duties as may from time to time be prescribed by the Board, upon written directions given to him pursuant to resolutions duly adopted by the Board.(b) The President. The president shall be th chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect.
(c) The Vice Presidents. The vice presidents in the order of their seniority, unless otherwise determined by the Board, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe or as the president may from time to time delegate.
(d) The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the Board arid shall record all of the proceedings of the meetings of the Board in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may be prescribed by the Board or by the president, under those supervision the secretary shall be. The secretary shall keep in safe custody the seal, if any, of the corporation and, when authorized by the Board, shall affix the same to any instrument requiring it. the assistant secretaries in the order of their seniority, unless otherwise determined by the Board, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the Board may from time to time prescribe or as the president may from time to time delegate.
(e) The Treasurer. The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board. The treasurer shall disburse the funds of the corporation as may be ordered by the Board taking proper vouchers for such disbursements, and shall render the president and the Board, at its regular meetings, or when the president or Board so requires, an account of all transactions as treasurer and of the financial condition of the corporation. If required by the Board, the treasurer shall give the corporation a bond of such type, character and amount as the Board may require.
4.4 Vacancies. Whenever a vacancy shall occur in any general office of the corporation, such vacancy shall be filled by the Board by the election of a new officer who shall hold office until his or her successor is elected and qualifies.
ARTICLE 5
APPOINTIVE OFFICERS AND AGENTS
The Board may appoint such officers and agents in addition to those provided for in Article 4, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board, and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.
ARTICLE 6
COMMITTEES
The Board, by resolution passed by a majority of the full Board, may from time to time designate a member or members of the Board to constitute committees, including an executive committee, which shall in each case consist of one or more directors and shall have and may exercise such powers, as the Board may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Each committee shall keep a record of its proceedings and shall report the same to the Board at each succeeding meeting of the Board. The Board shall have power at any time to change the number, subject as aforesaid, and members of any such committee, to fill vacancies and to discharge any such committee.
ARTICLE 7
AMENDMENTS
These bylaws may be amended by the Board at any meeting of the Board by the affirmative vote of a majority of the directors provided that notice of the proposed amendment shall have been given to each director in writing at least 10 days prior to such meeting. Prior notice to the Directors of any proposed amendment shall not, however, be necessary at any meeting of the Board at which two-thirds of the directors are present.
ARTICLE 8
NOTICES
8.1 Form of Notice. Whenever under the provisions of these bylaws, notice is required to be given to any director or committee member, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such director or committee member at such address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same be thus deposited, postage prepaid, in the United States mail as aforesaid.
8.2 Waiver. Whenever any notice is required to be given to any director or committee member under the provisions of these bylaws, 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 equivalent to the giving of such notice.
ARTICLE 9
INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.1 Indemnification. Article 1396-2.22A of the Texas Non-Profit Corporation Act (the "Article") permits the corporation to indemnify its present and former directors and officers to the extent and under the circumstances set forth therein. In addition, in some circumstances, indemnification is required by the Article. The corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Article promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determination may be specifically enforced by resort to any court of competent jurisdiction. Further, the corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceedings to the fullest extent permitted by the Article and subject to the conditions thereof.
9.2 Insurance. The corporation may purchase and maintain insurance on behalf of any person described in paragraph 9.1 against any liability asserted against him and incurred by him in a capacity described in paragraph 9.1 or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this Article 9.
ARTICLE 10
GENERAL PROVISIONS
10.1 Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of the Board and committees.
10.2 Seal. The Board may adopt a corporate seal to be in such form and to be used in such manner as the Board shall direct.
CERTIFICATE
I, the undersigned, Secretary of San Antonio Blues Society, Inc., a Texas non-profit corporation, do hereby certify that the foregoing bylaws were duly adopted at a properly called meeting of the members on the date hereof, by a majority vote of all members attending such meeting.
Dated: 1992.
/ S /
Secretary