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.
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.
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.
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.
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.
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.
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.
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.