organization by-laws

Established June 2013

ARTICLE 1: NAME, AREA, ADDRESS 

1.1 The organization shall be known as the Wiregrass Blues Society (hereinafter referred to as the “WBS”) and it shall be an Affiliate of the Blues Foundation. 

1.2 The geographic area of the WBS shall consist of the geographic areas of Dothan, AL and communities within an approximate 100 mile radius of Dothan, AL including the cities of Enterprise, Dothan, Ozark, and Troy.

1.3 The official address of the WBS shall be: 434 Old Highway 134, Daleville, AL 36322. 

ARTICLE 2: MISSION 

2.1 To keep the blues alive by encouraging and supporting the performance and preservation of Blues Music in the Wiregrass area through education and entertainment.

ARTICLE 3: LEGAL 

3.1 Articles of Incorporation: The WBS received a 501(c)(3) of the Internal Revenue Code on June 1, 2013.  The WBS’s assigned Employer Identification Number (EIN) is 46-5408339.

 3.2 The WBS is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any successor statute that provides tax-exempt status. 

3.3 The WBS, nor any Member, Officer or Trustee acting on its behalf, may not conduct any activity which would violate any law or ruling concerning its non-profit or tax-exempt status.

a) The assets of the WBS are permanently dedicated to tax-exempt purposes. 

b) In the event of the dissolution of the WBS, the remaining assets will be distributed to the Blues Foundation or another Blues organization that is consistent with our Mission, or, if that is not available, for a tax-exempt purpose, or to the federal, state or local government for a public purpose.

3.4 The fiscal year of the WBS shall be the calendar year January 1 through December 31st.

ARTICLE 4: MEMBERSHIP 

4.1 Any individual or organization may join the WBS by completing the membership application and paying the appropriate annual dues. 

4.2 The WBS, or any Member, Officer or Trustee acting on its behalf in any manner, will not discriminate on the basis of age, gender, sexual orientation, marital status, veteran status, disability, race, color, national origin, creed, political affiliation, or religion. 

4.3 Standard Membership

Standard Individual Membership ($25) – Good for one year and entitles members to discounted tickets to the annual Wiregrass Blues Fest and other WBS ticketed events, receipt of the monthly newsletter (in which they will be recognized for their membership) as well a listing on the WBS website. In addition, they will have the ability to vote and to run for a WBS officer position or an at-large position on the Board. In order to run for office or an at-large member on the Board, they should be a member for 13 consecutive months or longer and have attended 9/12 meetings a year). Members may vote for WBS officers and at-large Board members at the Annual General Membership Meeting to be held each June and on other matters pertaining to the whole membership  when other Membership Meetings are called to vote. Children of a Member/s, under 18 years of age and living at home, will be able to attend the Wiregrass Blues Fest and other ticketed events for free but will not be allowed to vote or hold office.

4.4 Special Memberships

a) Contributing Membership ($125) – A Contributing Member of the WBS may be any individual, family or organization/band. The contribution to qualify for this level of membership shall be set annually by the Board at the Annual Board Meeting. The Contributing Member shall have all the rights and privileges associated with their category of Standard Membership. The Contributing Member shall be recognized as such during the Annual Membership Meeting and on the WBS website and within special event promotional materials if that Member wishes to be recognized.

b) Benefactor Membership ($250) – A Benefactor Member of the WBS may be any individual, family or an organization. The additional contribution to qualify for this level of membership shall be set annually by the Board at the Annual Board Meeting. The contribution level shall be significantly higher than that of a Contributing Members. The Benefactor Member shall have all the rights and privileges associated with their category of Standard Membership. The Benefactor Member shall be recognized as such during the Annual Membership Meeting and on the WBS website and within special event promotional materials. 

c) Honorary Lifetime Membership – Any person may be elected as an Honorary Lifetime Member by a unanimous vote of the Board or by nomination and approval by a majority of the Membership present at a Membership Meeting. Customarily, Honorary Lifetime Members will be given to those persons who have made significant contributions of their time, money, and/or expertise to further the mission of the WBS.  Honorary Lifetime Members do not pay dues, do not vote, nor can they run for office. They are held in the highest regard. The Honorary Member shall be recognized as such during the Annual Membership Meeting and on the WBS website and within special event promotional materials. 

d) Complementary Annual Membership – The Executive Board may vote to provide a complementary annual membership to certain people for in-kind services. Complementary members have all the rights and privileges associated with the category of Standard Membership except they cannot vote and they cannot hold office.

4.5 The Board may create additional membership categories as it deems necessary. 

4.6 The Membership Year begins on the date of payment of the appropriate annual dues and, if not renewed, membership expires at the end of the month of that date the following year. For Complementary Members, the date of annual membership begins when the vote was taken at the monthly Board Meeting.

4.7 Members can provide services or products to the WBS and receive compensation for these services and/or products if the majority of the Board votes on said compensation. This is a competitive process where Board members should seek to collect community bids and vote on the bids,  judging on the basis of highest quality for said services or products, as well as a fair market price. 

4.8 Members can make recommendations to the WBS or bring forth concerns regarding the WBS by contacting the Board President directly by email. The current President’s email is: jenevebrooks@gmail.com.  The President will discuss these items with the Board in the next monthly Board meeting and the President will email members regarding the outcomes of these discussions within a week after the Board meeting. 

4.9 Except for non-payment of dues, no Membership may be revoked without a hearing before the Board taking into consideration all of the relevant facts and circumstances. 

a) Any Member whose continued Membership is found to be not in the best interests of the WBS may have their Membership revoked. For example, no Member is authorized to act or speak on behalf of the WBS without Board approval. 

b) A written statement of circumstances allegedly constituting grounds for revocation shall be submitted to the Member by the Board at the last physical or electronic address designated by the Member. 

c) This notice shall set a date, not less than seven (7) days from its submission, for a Board Meeting at which the Member will have the right to present evidence in their behalf, either written or oral. 

d) The Board may then vote on the revocation or vote to continue considering the matter. A majority vote of the Board is required to revoke a Membership.

ARTICLE 5: BOARD

5.1 The executive, financial, and general administrative functions of the WBS shall be vested in the Executive Board which consists of the Officers (President, Vice President, Secretary and Treasurer) for the calendar year of June 2021- June 2022. At the June 2022 meeting, the WBS will seek to expand the Board to include the three at-large Board member positions. The Board will not include members of the WBF Steering Committee, however, the Steering Committee will attend Board Meetings at different points during the year to help with planning the Wiregrass Blues Fest (August – April).

5.2 After June 2022 meeting, the Board shall consist of at least seven members: the Executive Board – President, Vice President, Secretary, and Treasurer as well as three at-large Board members. serving terms of one (1) year each by a majority vote of the members voting. No reduction in the number of Board members shall cut short the term of any of the Board Members. 

5.3 In the event of a vacant Board position, the remaining Board members may elect, at the next Board Meeting, by majority vote of those voting, an Interim Board member to serve until the next annual election.  

5.4 Duties of the Board shall include but are not be limited to furthering the Mission of the WBS. Board members shall endeavor to attend, promote, and market all WBS events. In addition, Board Members will be expected to attend one Board meeting a month, as well as the general monthly meeting. They will also make themselves available by phone, text, or by email to consult on matters as they arise.

5.5 Any Board member missing two Board meetings in a row, and not providing a majority of the remaining Board members with an acceptable reason prior to the meeting, has forfeited his or her Board position and that position is then vacant. 

5.6 Any Board member may resign at any time by notifying the Board in person, or in writing at the official address of the WBS or via email to the President of the WBS. The resignation is effective at such time as stated in the resignation.

 5.7 No Board members shall receive financial compensation for his or her service to the WBS unless for compensation of expenses incurred while executing their duties as a WBS Board member and the compensation was approved by a majority vote of the Board.

5.8 Any Board Member serves at the will of the entire Board. 

No Board member will be removed without a hearing before the Board taking into consideration all of the relevant facts and circumstances. 

  1. Any Board Member, whether they be an officer or a member-at-large, whose continued membership on the Board is found to be not in the best interests of the WBS may be removed from office. 
  2. A written statement of circumstances allegedly constituting grounds for removal shall be submitted to the Board Member, and to the remaining Board, signed by at least three (3) Board members, at the official address of the WBS or in person during a Monthly Board Meeting. 
  3. The Board will then set an agenda item at the next Monthly Board Meeting at which the accession Board members and the Officer will have the right to present evidence in their behalf, either written or oral. 
  4. The Board may then vote on the removal or vote to continue considering the matter. Removal requires an affirmative vote of a majority of those Members voting. Removal is immediate.

5.9 DUTIES OF OFFICERS

President – Responsible for the strategic planning of all WBS educational and performance programs (mainly focused on the Spring Wiregrass Blues Fest as well as other programming), strategizes and directs fundraising efforts through pursuing grants, corporate sponsorships, and individual donations, as well as organizes events or performance events to raise money for the WBS. Promotes the WBS at community and state events as well in the press. Chairs all monthly Board meetings (except when a member is invited to Chair given expertise in a certain issue) and oversees the work and duties of consultants, musicians, and volunteers. Responsible for drafting amendments to the by-laws to be considered at the General Membership Meeting and oversees the posting of by-laws on the website. Provides a summary of WBS’ important projects and activities to members at the General Membership Meeting and any other special meetings called for the entire membership. Stores all the hard copy and electronic files related to the WBS working with the Wiregrass Archives to document the work of the WBS for historical record. Responsible for the annual distribution of funds for the musical enrichment of local school children in May of each year (from proceeds of the Wiregrass Blues Fest) and also oversees the scholarship fund. Ensures that public safety and public health protocols are observed for all WBS sponsored events.

Vice President – Responsible for assisting the President in the fulfillment of the aforementioned executive tasks. Must be willing to cover any and all areas when the President cannot execute those duties. Will also assume any other vacant officers’ duties as deemed necessary until an Interim Officer is selected by the Board.

Secretary – Responsible for recording, typing up and emailing minutes from all Board and regular Monthly meetings to the Board and to the WBS Consultant. Responsible for signing up new members and collecting emails at monthly meetings.  Responsible for taking attendance at monthly meetings. Disperse any membership benefit products (e.g., magnets, stickers, etc.) at monthly meetings. Liases with WBS consultant to update membership and email lists based on monthly meeting sign-ups. Will report updates in membership status at Executive Board meetings.  

Treasurer – Establishes and maintains financial records of the WBS.  Accounts for all monies received and expended.  Maintains the Purchase Orders file.  Reads and makes available during each meeting an updated financial report.  Collects dues and other monies raised by the WBS.            

6.0 STEERING COMMITTEE FOR WIREGRASS BLUES FEST

6.1 The Steering Committee helps to steer the planning of the Wiregrass Blues Fest from beginning to completion. More specifically, the planning timeline for this 2022 Festival Season is August 2021 to April 2022.

6.2 The committee will be key players or partners in the project or those with particular expertise to lend to the project. It is vital to involve people who are/desire to be directly involved with the organization and community. The WBF Steering Committee will help serve the organization and Festival organizers.

6.3 Our members will take priority when choosing a steering committee. Automatic members of the Committee are our Board. The Steering Committee will be emailed and informed of which Board Meetings they should plan to attend.

6.4 The WBF Steering Committee’s role is to provide advice and ensure successful festival and festival outcomes such as logistics, sponsorships, tickets sales, performances, budgets, and marketing. Tasks may include:

·      Providing input to the development of the Fest, including the evaluation of strategy

·      Providing advice on the budget

·      Defining and helping to achieve Fest outcomes (ticket sales, dynamic performances, community outreach, and engagement)

·      Identifying the Fest priorities

·      Monitoring and establishing timelines and potential risks

·      Monitoring the quality of the festival as it develops

·      Providing advice and sometimes making decisions about changes to the project as it develops

·      Helping to plan honoree program, Blues-in-Schools, and music line-up

·      Helping the Wiregrass Blues Society to make meaningful community connections/relationships to better support Festival activities and production

6.5 The WBF Steering Committee provides support, guidance, and oversight of WBF progress. Committee Members do not usually work on the project themselves. Generally, the Program Manager and Executive Board do the work with the support and planning of the Steering Committee. However, the WBF Steering Committee will be asked to step up on some aspects of the planning and implementation. “Some aspects” will be addressed in the first meeting and as needed. 

6.6 The Program Manager will attend WBF Steering Committee meetings to report on progress and answer any questions raised by Steering Committee members. 

ARTICLE 7  MEMBERS’ PROTOCOL

7.1 All members are requested to be mindful that we are ambassadors for the WBS in our community. We should seek to advance the mission of the WBS – To keep the blues alive by encouraging and supporting the performance and preservation of Blues Music in the Wiregrass area through education and entertainment.  

7.2  Members are requested to promote and enhance WBS’ outreach efforts, to invite others to our free monthly meetings and to other WBS sponsored events. This includes amplifying our outreach efforts on social media by liking and sharing our social media posts and inviting one’s circle to WBS monthly meetings and WBS sponsored events. The WBS is currently active on Facebook and Instagram. 

7.3 Members are invited to visit our website – www.wiregrassbluessociety.org and to share the website with one’s circles of influence. Members are also invited to read the monthly newsletter to keep up with the latest happenings of the WBS and to share with others.

7.4 In order to promote WBS and to strengthen our community, we request members to remain respectful in their interactions with other members as well as with the larger community. We request that members take particular care in posting to social media, ensuring that posts are grounded in maintaining respect and concern for the entire community.