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The National R&B Music Society NJ United States

info@rnbmusicsociety.com

The By Laws

​ARTICLE I - NAME 1.1 This organization shall be known as The National Rhythm and Blues Music Society Inc. (The Organization) The registered agent is Vannessa Gaston and registered office is 122 Sussex Place, Galloway, NJ 08205. The main web site of the Organization shall be http://www.rnbmusicsociety.com.​

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ARTICLE II - STATEMENT OF PURPOSE 2.1 The mission of the National Rhythm and Blues Music Society is to empower and engage people, through developmental, educational and preservation of R&B/Soul music, inclusive of education and preservation of the artist/celebrities, and music entities of the past. 2.2 In collaboration with a network of partners, the organization will provide the essential infrastructure and an organizational framework for the support, development, exercise, training and educational projects and other endeavors which serve this mission.​

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ARTICLE III -MEMBERSHIP 3.1 This organization has members. Membership of this organization will be open to the public. 3.2 The initiation fees of this organization shall be a sum of money set by approval of the Board of Trustees. 3.3 The annual dues for this organization will shall be a sum of money set by approval of the Board of Trustees.​

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ARTICLE IV - THE BOARD OF TRUSTEES 4.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the organization shall be managed under, the direction of the Board of Trustees.4.2 Number, Tenure, and Qualification. The number of Trustees of the organization shall be at least five (5). Each Trustee shall hold office until the next annual meeting of Trustees and until their successor shall have been elected and qualified, or until their earlier resignation, removal from office, or death. 4.3 Selection. The Board shall endeavor to include members with a diverse set of talents, experience, an d competencies, and who will best fulfill the mission and needs of the organization.(a) Persons appointed to the board shall serve for a term of one year, which may be renewed. Individuals shall be appointed by a majority vote of the Board.(b)The Board of Trustees shall determine the date, rules and regulation of the voting procedures.4.4 Meetings. Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of Trustees. The President may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as the majority of Trustees are able to participate fully in any discussions with the majority members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by the majority of Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the organization.(a) Special Meetings. Special meetings of the Board of Trustees may be called by the President of the board, by the vice-chair or by any two Trustees. The person or persons who call a special meeting of the Board of Trustees may fix the place for holding such special meeting.(b) Notice. Notice of any special meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Trustee at his business address, unless in case of emergency, the chair of the Board of Trustees or the vice-chair of the organization shall prescribe a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these By-Laws. (c) Manner of Acting. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.(d) Presumption of Assent. A Trustee of the organization who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he/she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.(e) Constructive Presence at a Meeting. A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online , by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.(f) Action without Meeting. Any action required by law to be taken at any meeting of the Trustees of the organization may be taken without a meeting consistent with the consent procedures described herein. (g) Consent procedures. (1) Action required or permitted to be taken at a board meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable.(2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date.(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.(4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting. (5) Modifications to the By-Laws or articles o f incorporation can not be made with consent resolutions.4.5 Resignations. Any Trustee of the organization may resign at any time by giving written notice to the Board of Trustees, to the chairman of the board, to the vice-chair, or to the secretary of the organization. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.4.6 Vacancies. Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall hold office only until the next annual meeting of Trustees and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death. 4.7 Replacement of Board Members. Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative by majority of vote by the board of trustees. 4.8 Removal. Any Trustee may be removed by a majority vote of the board of trustees.4.9 Delegation and Expenses. Any action required or permitted to be taken by the Board of Trustees under these By-Laws or any provision of law may be delegated by the Board to the President or to any committee of the Board. (a) Committees may include as committee members persons from the community and other professionals who are not Board members, provided the membership of the committee is approved by the Board. (b) Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall receive compensation from the organization for their duties as Trustees. 4.10 Voting Means. Voting on all matters, including the elections of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, or other similar verifiable means. Proxy voting shall not be allowed.4.11 Reserved Powers. The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the organization not inconsistent with these By-Laws.​

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ARTICLE V - OFFICERS AND DUTIES 5.1 Numbers. Board of Trustees shall elect from among its members a President and Vice President. The Board of Trustees shall also elect an Executive Secretary and Treasurer, who do not need to be trustees. (a) President. The President shall, when present, preside at all meetings of the Board of Trustees. The President shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities. The President shall sign, with the secretary or any other proper officer of the organization thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws to some other officer of the organization, or shall be required by law to be otherwise signed or executed. The President shall in general perform all duties as from time to time may be assigned to them by the Board of Trustees. The President shall have the power to hire and discharge all Directors, Vice Presidents, Agents etc. subject to the approval of the majority vote of the Board of Trustees. (b) VICE President. The Vice President shall perform the duties and have the powers of the President when the President is absent or unable to perform their duties. Other duties of the Vice President may be designated by the Board of Trustees or the President. The Vice President shall sign with the Secretary ( in absent of the President), any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed.(c) EXECUTIVE SECRETARY. The Executive Secretary shall keep accurate records of all organization meetings; ensure that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; maintain corporate records and perform all duties of the office of the Executive Secretary and such other duties as may be assigned by the President or the Board of Trustees.(d) TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to the organization from any source whatsoever, and deposit all such monies in the name of the organization in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; review the financial operations of the organization and advise with the Executive Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the President or the Board of Trustees. 5.2 Term. These officers shall be elected for a one year term of office by majority vote of the Board and may be re-elected at the expiration of their term. 5.3 Removal. Any officer, Trustee or Agent elected or appointed by the Board of Trustees may be removed by majority vote of the Board of Trustees whenever, in its judgment, the best interests of the organization would be served thereby..5.4 Vacancies. A vacancy, however occurring, in any office may be filled by the Board of Trustees for the unexpired portion of the term.5.5 Resignations. Any officer of the organization may resign at any time by giving written notice to the Board of Trustees, to the Board President, to the Vice-President, or to the Secretary of the organization. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Trustees.​

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ARTICLE VI - ASSETS 6.1 Dedication of Assets. Said organization is organized exclusively  for charitable, cultural, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under  Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code. 6.2 Distribution of Assets. 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 corresponding section of any  federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in 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 for such purposes.

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ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS 7.1 Contracts. The Board of Trustees 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 organization, unless otherwise restricted by law. Such authority for any person other than the Chair and Vice Chair shall be in a written form. Such authority may be general or confined to specific instances 7.2 Loans. No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.7.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the organization, shall be signed by the Chair, or Vice Chair, and the Treasurer of the organization and in such manner as shall from time to time be determined by resolution of the Board of Trustees.7.4 Deposits. All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Board of Trustees may select.​

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ARTICLE VIII - INDEMNIFICATION 8.1 The organization shall indemnify any Trustee or officer or any former Trustee or officer to the full extent permitted by law. ARTICLE IX- WAIVER OF NOTICE 9.1 Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the organization under 20 the provisions of these By-Laws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ​

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ARTICLE X-MISCELLANEOUS 10.1 Amendment. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority of the Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting. 10.2 Seal. The organizations seal shall be circular in form and shall contain the name of the organization, the year of its creation and the words, "The National Rhythm and Blues Music Society." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.10.3 Fiscal Year, Audit, and Review. The fiscal year of the organization shall be September 1st to August 31st of each year. The accounts of the organization shall be audited annually and reviewed BI-annually by a Certified Public Accountant. 10.4 Delivery of Notices. Whenever any notice is required by the By-Laws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.