Jazz Preservation Society
of
New Bern
Dedicated to the performance, promotion and preservation of Jazz
5th Annual Jazz Fest New Bern 300th Anniversary Celebration
Blues Night
April 30, 2010
Blues Bands:
Featured:
Shemekia Copeland
Shemekia's Band Website
Opening:
Cool John Ferguson
Cool John's Band website
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Shemika Copeland.jpg)
Cool_John_Ferguson
Jazz Night
May 1, 2010
Jazz Bands
Featured:
Jann Parker
Jann's Band website
Opening:
Elmer Gibson
Elmer's Band website
Jann_Parker
Elmer_GibsonBYLAWS
OF
THE JAZZ PRESERVATION SOCIETY OF NEW BERN
OFFICES AND PURPOSE
Section 1. Principal Office. The principal office of the Corporation shall be located at 514 East Front Street, New Bern, North Carolina, or at such other location designated by the Board of Directors.
Section 2. Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3. Other Offices. The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time.
PURPOSE
Section 1. Purpose. The purpose of the organization is to entertain, inform, and educate students and the general public in eastern North Carolina about the uniquely American art form of jazz music through professional level jazz and blues performances, and to act as a vehicle to bring racial and ethnic groups together using the universality of jazz and blues music.
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, all of the power of the Corporation shall be vested in the Board of Directors.
Section 2. Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be twelve (12). In no event shall the number of directors be less than nine (9). Directors shall be a “Friend” of the Corporation. There shall be three classes of initial directors, the purpose of which is to establish the staggering of terms of the Directors: (a) Four (4) Class A directors who shall serve an initial term of one (1) year; (b) Four (4) Class B directors who shall serve an initial term of two (2) years; and (c) Four (4) Class C directors who shall serve an initial term of three (3) years. At the end of the initial terms established herein, all subsequently elected directors shall serve for a term of three (3) years. Directors may not serve more than two (2) successive three-year terms without a one (1) year interval after the second term of office.
Section 3. Election of Directors. The identity of the directors of the corporation shall be determined by a majority vote of remaining Directors whose term is not expiring at the end of any given year.
Section 4. Removal. A Director may be removed from office at any time with or without cause by a vote of at least 66% of the Board of Directors. Any Director who has three (3) consecutive unexcused absences from meetings shall automatically be removed from the Board of Directors. The President shall notify any removed Director in writing of such Director’s removal.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 6. Chairman of the Board. There shall be a Chairman and Vice-Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board of Directors. The Chairman, or in his absence the Vice-Chairman, shall preside at all meetings of the Board of Directors, and each shall perform such other duties as may be directed by the Board of Directors. The Chairman and Vice-Chairman shall be officers of the Corporation.
Section 7. Compensation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes of the organization.
Section 8. Resignation. A Director may resign at any time by communicating his/her resignation in writing to the Board of Directors. A resignation is effective immediately upon receipt unless the notice specifies a later effective date or subsequent event upon which it will become effective.
MEETINGS OF DIRECTORS
Section 1. Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of the members, for the purpose of electing Directors and officers of the Corporation and for the transaction of any other business properly before the Board of Directors. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called by or at the request of the Board of Directors and such meeting shall be designated and treated for all purposes as the annual meeting.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two Directors.
Section 3. Place of Meetings. The annual or any special meeting of the Board of Directors may be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the Directors then in office.
Section 4. Notice of Meetings. The Secretary shall give notice of each annual meeting of the Board of Directors by mailing such notice to each Director at least seven (7) days before the meeting. The Chairman or other persons calling a special meeting of the Board of Directors shall give notice thereof (or cause the Secretary to give notice) by mailing such notice to each Director at least three days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a meeting of the Board of Directors, except as otherwise provided by law or these Bylaws.
Section 5. Waiver of Notice. Any Director may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by 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 of any business because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7. Manner of Acting. Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting or his dissent is otherwise entered in the minutes of the meeting, or unless he either files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards his written dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent is not available to a Director who voted in favor of such action.
Section 9. Informal Action by Directors. Action taken by a majority of the Directors without a meeting is nevertheless action of the Board of Directors if written consent to the action in question is signed by all of the Directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken.
Section 10. Participation by Telephone. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall be deemed presence in person at the meeting.
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing, removing, any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors that by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.
Section 2. Other committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation 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 each such committee shall be members of the Corporation, and the Chairman of the Corporation shall appoint the members thereof. Members need not be residents of the City of New Bern. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Directors of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. 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. Rules. Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.
OFFICERS
Section 1. Officers of the Corporation. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer. Other officers, including one or more Vice-Presidents (whose seniority and titles, including Executive Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of Directors), Assistant Secretaries, and Assistant Treasurers, may from time to time be elected by the Board of Directors. Any two or more offices, except President and Secretary, may be held by the same person. No officer may act in more than one capacity where the actions of two or more officers are required.
Section 2. Election and Term. The officers of the Corporation shall be elected by the Board of Directors, and each officer shall hold office for a term of two (2) years, or until his death, resignation, retirement, removal, or disqualification or until his successor shall have been elected and qualified.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby.
Section 4. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 5. President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have authority over the general management of the Corporation in accordance with these Bylaws, subject only to the ultimate authority of the Board of Directors. He may sign and execute instruments in the name of the Corporation except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6. Vice-Presidents. Each Vice-President, if any, shall have such powers and duties as may from time to time be assigned to him by the Board of Directors. Any Vice-President may sign and execute in the name of the Corporation instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined by the Board of Directories, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors. He shall keep all minutes of all such meetings in books designated for those purposes. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. He shall have charge of the books, records, and papers of the Corporation. He shall have custody of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized, and shall sign such instruments as may require his signature. He shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman, by the Board of Directors, or by these Bylaws.
Section 8. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability, or refusal to act, any Assistant Secretary designated by the Chairman, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as may be assigned to them by the Secretary, by the Chairman, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, documents authorized to be signed by the Secretary.
Section 9. Treasurer. The Treasurer shall have charge of and be responsible for all funds and securities, receipts, and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors, provided that the Board of Directors may appoint a custodian or depository for any such funds or securities, and the Board of Directors may designate those persons upon whose signature or authority such funds may be disbursed. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements, and (iii) for the preparation and filing of all tax returns required by law.
Section 10. Assistant Treasurer. In the absence of the Treasurer or in the event of his death, inability, or refusal to act, any Assistant Treasurer designated by the Chairman, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the Chairman, or by the Board of Directors.
Section 11. Validity of Signatures. In case any person whose signature shall appear on any bond, note, or other evidence of indebtedness of the Corporation shall cease to be an officer or hold an office different from that held at the time of signature before the delivery of such instrument, such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in such office until such delivery.
INDEBTEDNESS
Section 1. Maximum Indebtedness Without Resolution. No indebtedness of the Corporation in excess of $100.00 shall be incurred other than in the normal course of business, except as may be approved by resolution adopted by a majority of the Directors in office.
Section 2. Representation of Indebtedness. Any or all such indebtedness may be represented by notes, debentures, bonds, or other securities, either unsecured or secured by, or issued under, a mortgage, trust indenture, or otherwise, and may be issued at such times and upon such terms as the Board of Directors shall determine.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, or employee or employees of the Corporation and in such manner, including facsimile signatures, as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors may select.
GENERAL PROVISIONS
Section 1. Seal. The corporate seal of the Corporation shall contain the name of the Corporation and shall be in such form as approved by the Board of Directors.
Section 2. Waiver of Notice. Whenever any notice is required to be given to any Director by law, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the Director or Directors entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Indemnification. The Corporation shall indemnify its officers and Directors to the maximum extent required or permitted by Part 5 of Article 8 of Chapter 55A of the General Statutes of North Carolina as from time to time amended, and such officers and Directors shall be deemed to have relied upon this Part.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.
Section 5. Amendment of Bylaws. Except as otherwise provided by law, by the Articles of Incorporation or herein, these Bylaws may only be amended or repealed and new Bylaws may be adopted by the unanimous vote of the Directors then holding office at any annual or special meeting of the Board of Directors; provided, however, that notice of the proposed action shall have been included in the notice of the meeting or shall have been waived as provided in these Bylaws.
Section 6. Conflict of Interest. The Directors and Officers of the Corporation shall function in the interests of and for the stated purposes of the Corporation. Neither they nor members of their families and friends shall profit from their actions as Directors or Officers. In the event that any conflict of interest should arise, the Director or Officer with such conflict shall excuse himself or herself from involvement in any discussion or action of the Corporation related to such conflict. All Directors and Officers shall be informed of this policy.
ADOPTED THIS __ DAY OF ________, 2009
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