BLUEGRASS MUSIC ASSOCIATION OF IOWA
ADOPTED ON MARCH 3, 2020
ARTICLE I. OFFICES AND REGISTERED AGENT
1.1 Principal Office. The location of the principal office of the Corporation in the State of
Iowa will be identified in the Corporation’s biennial report filed with the Iowa Secretary
of State. The location of the principal office of the Corporation may be changed by
resolution of the Board of Directors.
1.2 Registered Agent and Registered Office. The initial registered agent and office of the
Corporation are set forth in the Articles of Incorporation. The registered agent or
registered office, or both, may be changed by resolution of the Board of Directors.
ARTICLE II. PURPOSES AND OBJECTIVES
2.1 The Corporation is organized and operated exclusively for religious, charitable,
scientific, testing for public safety, literary, or educational purposes within the meaning
of Section 501 (c) (3) of the Internal Revenue Code, as amended. More specifically, the
purposes for which the corporation is organized are to support, educate and preserve the
appreciation and enhancement of traditional bluegrass music in the State of Iowa.
2.2 The objectives of the Corporation are:
(1) To support & promote traditional bluegrass music in the State of Iowa through
music festivals, music events and marketing materials.
(2) To promote public awareness of the Corporation and its traditional music foundation
by educating the public via email, websites, and an annual band & festival guide.
(3) To provide a networking structure and environment for musicians to communicate
with one another.
(4) To serve as a resource for musicians to connect with other musicians in this same
(5) To serve as role models for, and to provide leadership and education to, younger
musicians regarding traditional bluegrass music etiquette.
(6) To continue to preserve and enhance the solid foundation of traditional bluegrass
music in the State of Iowa.
ARTICLE III. MEMBERS
3.1 The Corporation shall not have members as defined in Chapter 504 of the Iowa
Code. All references in these Bylaws to members or membership are instead to social
memberships which entitle such members to receive certain communications from the
Corporation, discounted pricing for Corporation festivals, and such other benefits as the
Corporation’s Board of Directors may from time to time approve.
3.2. Annual membership dues and festival fees shall be determined by the Board of
Directors and published or otherwise disseminated to members and prospective members.
The then current dues/fees shall be published annually in each annual Festival Guide and
on the Bluegrass Music Association of Iowa website.
3.3 Any person, whether residing in Iowa or elsewhere, may become a member by
payment of the annual dues. The membership year for all members shall coincide with
the Corporation’s fiscal year January 1 to December 31. Memberships dues paid after
January 1, whether for renewal or for a new membership, shall be the then effective full
annual dues without proration and shall result in membership for the fiscal year in which
paid. Therefore, there will be no additional charge for late payment of annual dues.
3.4 Membership may be terminated by the member, and may be suspended or revoked by
the Corporation by affirmative vote of a majority of the members of the Board of
ARTICLE IV. BOARD OF DIRECTORS
4.1 General Powers. The affairs of the Corporation shall be managed by its Board of
Directors. Directors need not be residents of the state of Iowa.
4.2 Expectations. The Board of Directors is accountable to the Corporation’s members,
funders of Corporation activities, and other stakeholders. A Director shall discharge his
or her duties as a Director (1) in good faith, (2) in a manner the Director reasonably
believes to be in the best interests of the corporation, and (3) in a manner that upholds
fiduciary and fiscal responsibility. They are accountable for the Corporation’s
performance in relation to its mission and strategic objectives, and for the effective
stewardship of financial and human resources. Board members are responsible for acting
in the best long-term interests of the Corporation and the Bluegrass community and are
expected to bring to the task of informed decision-making a commitment to the
Corporation’s mission and strategic directions; a broad knowledge of and interest in
Bluegrass music, Bluegrass events, and the Bluegrass community; and an inclusive
perspective. The members of the board of Directors or a committee of the board, when
becoming informed in connection with their decision-making functions or when devoting
attention to their oversight functions, shall discharge their duties with the care that a
person in a like position would reasonably believe appropriate under similar
Every member of the Board of Directors is expected to make the necessary commitments
of time to do the following :
(1) Prepare for and participate in Board meetings, including all online discussions in the
formats as designated by the President
(2) Listen to others’ views, advocate their own, identify common interests and
alternatives, and be open to compromise.
(3) Support Board decisions once made.
(4) Participate in developing, and in reviewing the Corporation’s performance in relation
to, the Corporation’s mission, objectives, core values and strategic plan.
(5) Abide by these Bylaws and other polices that apply to the Board
(6) Participate in review and approval of the annual budget and monitor the financial
performance of the Corporation in relation to it.
(7) Help establish, review and monitor operational polices.
(8) Identify prospective Board and committee members and possibly help recruit them.
(9) Participate in the evaluation of the Board itself (annual Board self-evaluation).
(10) Contribute to the work of Board as a member of a Board committee.
(11) Attend and participate in Corporation activities.
(12) Be an ambassador for the Corporation – ensure one’s involvement is known within
their own network of friends and contacts.
(13) Keep informed about community issues relevant to the mission and objectives of the
4.3 Number, Tenure and Removal. The number of Directors shall be no less than 7 and
no more than 12, which shall be the Executive Director, President, Vice President,
Secretary, Treasurer and members at large for the remaining positions. The exact number
of Directors within that range shall be set, and can be changed, by resolution of the Board
of Directors. Each Director shall hold office until his or her resignation, removal or death.
The minimum number and/or maximum number of Directors may be changed from time
to time by amendment of these Bylaws.
A Director may be removed at any time, with or without cause, by affirmative vote of not
less than two-thirds of the members of the Board then in office, at any special meeting of
the Board called for that purpose, provided that at least one week’s notice of the proposed
action has been given to the entire Board of Directors then in office. Such notice shall
state that a purpose of the meeting is to vote upon the removal of one or more Directors
named in the notice. Only the named Director or Directors may be removed at that
meeting. For determining the number of Directors that make up two-thirds of the Board
of Directors, the total number of Directors then in office less the Director being
considered shall be used.
4.4 Election. In the event of the resignation, removal or death of a Director or Directors,
or a vacancy created by an increase in the number of Directors as fixed in these Bylaws,
the remaining members of the Board of Directors may, thereafter, by the affirmative vote
of 2/3 of the remaining Directors, elect a person or persons to fill such vacancies.
4.5 Regular Meetings. A regular annual meeting of the Board of Directors shall be held
without other notice than this bylaw, on such date as the Board of Directors shall by
resolution specify. The Board of Directors may provide by resolution the time and place,
within the state of Iowa, for the holding of additional regular meetings of the Board
without other notice than the resolution. Notwithstanding the foregoing, the failure to call
an annual meeting shall not render invalid any action taken by the Board of Directors.
4.6 Special Meetings. Special meetings of the Board of Directors may be called by or at
the request of the President or any two Directors. The persons authorized to call special
meetings of the Board may fix any place within the state of Iowa as the place for holding
any special meeting of the Board called by them.
4.7 Notice. Notice of any special meeting of the Board of Directors shall be given at
least seven days prior to such meeting by written notice delivered personally, mailed,
emailed or faxed to each Director at the Director’s address or email address as shown by
the records of the Corporation. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope so addressed, with postage
prepaid. If notice is given by fax or email, it shall be deemed to be delivered when
successfully transmitted to the recipient’s facsimile machine at the recipient’s last fax
number registered with the Corporation, or to the recipient’s email address as last
registered with the Corporation. Any Director may waive notice of any meeting. The
attendance of a Director at any 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.
Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or by these Bylaws.
4.8 Place of Meetings and Manner of Participation. The Board of Directors may hold its
meetings at such place or places within the State of Iowa as the Board may from time to
time determine. A Director may participate in any meeting by any means of
communication, including, but not limited to telephone conference call, by which all
Directors participating may simultaneously hear each other during the meeting. A
Director participating in a meeting by this means is deemed to be present in person at the
4.9 Quorum. A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board; but if less than a majority of the
Directors are present at the meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
4.10 Manner of Acting. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless the act of a
greater number is required by law or by these Bylaws.
4.11 Resignation. Any Director of the Corporation may resign at any time by delivering
written notice to the President or to the Board of Directors. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
4.12 Compensation. Directors shall not receive any stated salaries for their services, but
by resolution of the Board of Directors a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of the Board; but
nothing contained here shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation for such services.
4.13 Informal Action by Directors. Any action required by law to be taken at a meeting
of Directors, or any action which may be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing, setting out the action so taken, shall be signed
by all of the Directors. Such consent may specify the time at which the action taken is to
be effective. The Director consent may be transmitted electronically in accordance with
the Article entitled Electronic Transmission in these Bylaws. A Director’s consent may
be withdrawn by a revocation signed by the Director and delivered to the Corporation
prior to the delivery to the Corporation of unrevoked written consents signed by all of the
4.14 Conflict of Interest. A conflict of interest transaction is a transaction with the
Corporation in which a Director of the Corporation has a direct or indirect interest. A
Director of the Corporation has an indirect interest in a transaction if the other party to
the transaction is (1) a member of the Director’s family, (2) another group or entity in
which the Director or a member of the Director’s family has a material interest, or (3)
another group or entity of which the Director or a member of the Director’s family is an
owner, partner, Director, officer, or trustee. The Corporation shall not engage in a conflict
of interest transaction unless (A) the material facts of the transaction and the Director’s
interest are disclosed or known to the Board of Directors, and (B) the transaction is
authorized, approved, or ratified by affirmative vote of a majority of the Directors on the
Board who have no direct or indirect interest in the transaction, after such Directors have
found that such transaction is fair to the Corporation when comparing consideration to be
given by the Corporation and the value of the benefits of the transaction received by the
Corporation. For purposes of this section, conflict of interest transactions include, without
limitation, all payments directly or indirectly to any Director or officer, whether as
compensation, expense reimbursement, or otherwise.
ARTICLE V. OFFICERS
5.1 Officers. The officers of the Corporation shall be Executive Director, President,
Vice President, Secretary and Treasurer, to be appointed by majority vote of the Board of
Directors and to have the authority and perform the duties prescribed by these Bylaws
and by the Board of Directors.
5.2 Term of Office. Each officer shall hold office from the effective date of their
appointment to office by the Board of Directors until their resignation, removal, or death.
5.3 Removal. Any officer appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests of the Corporation would
be served by such officer’s removal.
5.4 Vacancies. A vacancy in any office because of death, resignation, removal, or
otherwise, shall be filled by majority vote of the Board of Directors.
5.5 Executive Director. The Executive Director shall be a director of the Corporation
and act as Festival Coordinator either in person or through support of a person designated
by the Board; shall oversee all financial matters and reporting to the Board; and shall
manage all marketing materials. The Executive Director shall attend all meetings of the
Board of Directors, with the exception of executive sessions to discuss matters relating to
the Executive Director’s performance or compensation, and shall attend meetings of
committees when directed to attend by the Board of Directors. The Executive Director
shall report to and take direction from the Board of Directors. In general, subject to the
direction of the Board of Directors the Executive Director shall perform all duties
incident to the office of Executive Director, and such other duties as may be prescribed
by the Board of Directors from time to time in their discretion. The Executive Director
shall serve as spokesperson for the organization, along with the President. The Executive
Director may appoint someone to act in his or her place as spokesperson in the event of
the Executive Director’s absence.
5.6 President. The President shall be the principal executive officer of the Corporation
and shall in general supervise and control all of the business and affairs of the
Corporation. He or she shall preside over all meetings of the Board of Directors, if
present at the meeting, and produce or cause to be produced the agenda for the meeting.
The President will exercise general supervision over the affairs of Corporation to ensure
all laws and ethical standards are being followed. He or she may sign, with the Executive
Director, Secretary or any other proper officer of the Corporation authorized by the Board
of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in cases where the signing and
execution shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. In general, subject to the direction of the Board of Directors he
or she shall perform all duties incident to the office of President and any such other duties
as may be prescribed by the Board of Directors from time to time in its discretion.
5.7 Vice President. In the absence of the President or in event of the President’s inability
or refusal to act, the Vice President 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. The Vice President shall perform such other duties as may be assigned by the
Board of Directors from time to time in its discretion.
5.8 Treasurer. The Treasurer shall render to the President and the Board of Directors at
the regular meetings of the Board of Directors, or whenever they request, an account of
all Corporation transactions and a report of the financial condition of the Corporation.
The Treasurer will offer guidance to the Executive Director and the Board in ensuring
good fiscal planning, decision-making and oversight. He or she shall have charge and
custody of and be responsible for all funds and securities of the Corporation; oversee and
account for receipts and disbursements in books belonging to the Corporation; and
disburse the funds of the Corporation as may be ordered by the Board of Directors. He or
she shall ensure that fiscal policies are in place that safeguard the Corporation; and in
general, subject to the direction of the Board of Directors perform all the duties incident
to the office of Treasurer and any other duties that the Board of Directors assign to him or
her. Unless expressly directed otherwise by a resolution of the Board of Directors, all
checks executed by the Corporation must be signed by the Treasurer and another officer
of the Corporation.
5.9 Secretary. The Secretary shall work closely with the President and Executive
Director in the planning of Board of Directors meetings. The Secretary shall keep
accurate minutes of the meetings of the Board of Directors in one or more manners
provided for that purpose; and see that all notices are given in accordance with the
provisions of these Bylaws or as required by law. In the event of an absence, it is the
Secretary’s responsibility to find another Director who will keep the minutes for that
meeting. The Secretary shall oversee that all records are kept at the Corporation’s
principal office in accordance with good record keeping standards. In the event that the
Secretary is absent, or refuses or neglects to give any required notice, such notice may be
given by any Board Member, or by the President or the Directors upon whose request the
meeting is called as provided in these Bylaws. The Secretary shall be custodian of the
corporate records and perform the duties of Secretary as required by law. In general,
subject to the direction of the Board of Directors the Secretary shall perform all duties
incident to the office of Secretary and any other duties that the Board of Directors assigns
to him or her from time to time in their discretion.
ARTICLE VI. COMMITTEES
6.1 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 and may include non-Directors who
have volunteered to assist the Corporation by serving on the committee, which
committees, to the extent provided in the 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 or 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; adopting a plan for
the distribution of the assets of the Corporation; or amending, altering or repealing any
resolution of the Board of Directors unless such resolution by its terms provides that it
may be amended, altered or repealed by the committee. The appointment of any such
committee and the delegation of authority shall not operate to relieve the Board of
Directors of any responsibility imposed upon it by law.
6.2 Other Committees. Other committees consisting of one or more Directors and which
may include non-Directors who have volunteered to assist the Corporation by serving on
the committee, 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.
6.3 Removal. Any committee member may be removed by the Board of Directors
whenever in their judgment the best interests of the Corporation shall be served by such
6.4 Chair. One member of each committee shall be appointed chair by resolution
adopted by a majority of the Directors in office.
6.5 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
6.6 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.
6.7 Rules. Each committee may adopt rules for its own government not inconsistent
with these Bylaws, the Articles of Incorporation of the Corporation, or with rules adopted
by the Board of Directors.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or
agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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.
7.2 Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation, shall be signed by
those officers or agents of the Corporation and in a manner as shall be determined by
resolution of the Board of Directors. In the absence of this determination by the Board of
Directors, the instruments shall be signed by the Treasurer and countersigned by the
President of the Corporation.
7.3 Deposits. All funds of the Corporation shall be deposited to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of
Directors may select.
7.4 Gifts. The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or devise for the general purposes or for any special purpose of
ARTICLE VIII. BOOKS AND RECORDS
8.1 Books and Records. The Corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its Board of
Directors and committees having any of the authority of the Board of Directors, and shall
keep a record giving the names and addresses of the Directors and Officers of the
Corporation. All such records shall be stored at the principal office of the Corporation.
8.2 Director’s Access to Records. A Director is entitled to inspect and copy the books,
records, and documents of the Corporation, or to have the Director’s agent or attorney so
authorized in writing do so, at any reasonable time to the extent reasonably related to the
performance of the Director’s duties as a Director, including any duties as a member of a
committee, but not for any other purpose or in any manner that would violate any duty to
ARTICLE IX. FISCAL YEAR
9.1 The fiscal year of the Corporation shall begin on the first day of January and end on
the last day of December in each year.
ARTICLE X. ELECTRONIC TRANSMISSION
10.1 Electronic transmission” or “electronically transmitted” means any process of
communication not directly involving the physical transfer of paper that is suitable for the
retention, retrieval, and reproduction of information by the recipient. Notice by electronic
transmission, such as by email or fax, is written notice. Notices and written consents may
be given by electronic transmission. Each written consent given by fax shall include the
faxed signature of the person giving such written consent.
ARTICLE XI. AMENDMENTS TO BYLAWS
11.1 These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the Directors present at any regular meeting or at any special
meeting, if Notice is given pursuant to Section 4.7 above which also states the intention
to alter, amend or repeal or to adopt new Bylaws at the meeting.