CODE OF BY-LAWS
OF
JAZZ FROM BLOOMINGTON, INC.
ARTICLE I
NAME
Section 1.1. Name. The name of the corporation is Jazz from Bloomington, Inc. (hereinafter referred to as the "Corporation").
ARTICLE II
PURPOSES
Section 2.1. Purpose. The Corporation shall be organized and operated for the following public, educational and charitable purposes:
a. To promote the preservation and growth of America’s native art form, Jazz, through
concerts, educational programs, and other outreach efforts.
b. Exclusively for charitable purposes, including for such purposes the making of
distributions to organizations that qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code of 1986, or the corresponding of any future
United States Internal Revenue law.
c. Subject to and in furtherance of the purposes specified in sections 2.1(a) and 2.1(b), to
perform other activities for which non-profit Corporations are authorized under the
Indiana Business Corporations Law.
ARTICLE III
GENERAL POWERS AND AUTHORITY
Section 3.1. General Powers and Authority. Subject to any limitations or restrictions imposed by law, the Articles or Incorporation, By-Laws or any amendment hereto, the Corporation shall have the following general rights, privileges and powers:
a. Sue, be sued, complain, and defend in the Corporation’s name;
b. Maintain a corporate logo or trademark, which may be altered at will, to use by impressing or affixing or in any manner reproducing it;
c. Make and amend By-Laws not inconsistent with the Corporation’s Articles of Incorporation or with Indiana law for managing the affairs of the Corporation;
d. Purchase, receive, take by gift, devise, or bequest, lease or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
e. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the Corporation’s property;
f. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity;
g. Make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of the Corporation’s obligations by mortgage or pledge of any of the Corporation’s property, franchises, or income;
h. Lend money, invest and reinvest the corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under IC 23-17-13-3;
i. Be a promoter, a partner, a member, an associate or a manager of any partnership, joint venture, trust or other entity;
j. Conduct the corporation's activities, locate offices, and exercise the powers granted by this article inside or outside Indiana;
k. Elect and appoint officers and appoint employees and agents of the corporation, define the duties and fix the compensation of officers, employees and agents;
l. Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the corporation's current or former officers, employees, and agents;
m. Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;
n. Carry on a business;
o. Have and exercise powers of a trustee as permitted by law, including those set forth in IC 30-4-3-3;
p. Purchase and maintain insurance on behalf of an officer, an employee, or an agent of the corporation;
q. Do all things necessary or convenient, not inconsistent with law, to further the act and affairs of the corporation; and
r. Cease its activities and dissolve and surrender its corporate franchise.
Section 4.1. General Powers. The control and management of the affairs of the Corporation shall be vested in its Executive Board.
Section 4.2. Number, Election and Term of Office. The Executive Board shall be comprised of five (5) Officers elected by majority vote of Corporation members present at a publicized, yearly business meeting. Each Officer shall hold office for one (1) year or until his or her successor is elected and qualified. Officers shall be eligible for reelection. Any Officer can be removed at any time by an affirmative vote of the majority of the remainder of the Executive Board.
Section 4.3. Officers. The Officers of the Corporation shall include a president, a vice-president, a secretary, and two members-at-large, one of whom will ordinarily be the treasurer and the other of whom may be a past president or other such Officer as may be deemed desirable by the Executive Board.
Section 4.4. President. The President shall be the chief executive officer of the Corporation. He or she shall preside at all meetings of the Executive Board and membership. Under the Board's direction he or she shall have general supervision over the affairs of the Corporation and over the other Officers. He or she shall sign all written contracts of the Corporation. He or she shall perform all such other duties as are incidental to this office.
Section 4.5. Vice-President. The Vice-President shall perform the duties specified in Section 4.4 of this Article in the absence or disability of the President. In addition, he or she shall perform duties and assignments that may from time to time be delegated by the President or the Executive Board.
Section 4.6. Secretary. The Secretary of the Corporation shall:
a. Record the proceedings of the meetings of the members or the Executive Board of the Corporation in a book to be kept for that purpose;
b. Cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law;
c. See that all lists, books, reports, statements, certificates, and other documents and records required by law are properly kept and filed; and
d. In general, have such other powers and perform such other duties as may be incidental to the office, as prescribed by these By-Laws, or as from time to time may be assigned by the Executive Board or the President.
Section 4.7. Treasurer. The Treasurer of the Corporation shall:
a. Have charge and custody of and be responsible for all funds and securities of the
corporation, keep accurate and full accounts of receipts and disbursements in books belonging to the Corporation, and deposit all such monies and other valuable effects in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Executive Board; and
b. In general, have such other powers and perform such other duties as may be incidental to the office, as prescribed by these By-Laws, or as from time to time may be assigned by the Executive Board or the President.
Section 4.8. Removal. Any Officer can be removed at any time by an affirmative vote of the majority of the remainder of the Executive Board.
Section 4.9. Resignation. Any Officer of the Corporation may resign at any time by giving notice in writing to the President, or the Secretary of the Corporation. Unless otherwise specified, the resignation shall take effect upon receipt.
Section 4.10. Vacancies. Vacancies among Officers occurring during an Officer's term shall be filled for the unexpired portion of the term by majority vote of the Executive Board.
Section 4.11. Meetings. Meetings of the Executive Board may be called by or at the request of the President or any two (2) Officers. The person or persons authorized to call meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding such meetings. These meetings should be held on a regular basis at least annually, as determined by the Executive Board with a quorum of the Board in attendance. A simple majority of the members of the Executive Board shall constitute a quorum.
Section 4.12. Notice of Meetings. Notice of any meeting of the Executive Board shall be given at least two (2) days prior to the meeting by written notice delivered personally or sent by mail or facsimile or electronic mail to each Officer at his or her address as shown by the records of the Corporation. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice of such meeting, unless specifically required by law or these By-Laws.
Section 4.13. Manner of Acting. The act of a majority of the five (5) Officers shall be the act of the Executive Board.
Section 4.14. Informal Action by Officers. Any action required or permitted to be taken at any meeting of the Executive Board or of any committee may be taken if prior to such action a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.
Section 4.15. Power to Make By-Laws. Subject to applicable law, the Executive Board shall have the power to make, amend, modify or alter the By-Laws or other rules, policies, procedures or practices of the corporation.
Section 4.16. Delegation of Powers. For any reason deemed sufficient by the Executive Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any Officer to any other Officer, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity.
Section 4.17. Bond. The Executive Board may, but need not, require any officer, agent, or employee of the Corporation to execute a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of duties to the Corporation, including responsibility for negligence to such person's hands.
ARTICLE V
COMMITTEES
Section 5.1. Standing and Special Committees. The Executive Board may establish various committees to accomplish the goals and perform the programs of the Corporation. Members of such committees may, but need not, be members of the Corporation or of the Executive Board.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 6.1. Contracts. The Executive Board may authorize any officer or officers, agent or agents, member or members of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into a contract or execute and deliver an instrument in the name of and on behalf of the Corporation. Except as provided in these By-Laws, no officer, agent, or employee shall have any power to bind the Corporation or to render it liable for any purpose or amount unless so authorized by the Executive Board.
Section 6.2. Check, 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 such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Board.
Section 6.3. 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 Executive Board may select.
Section 6.4. Gifts. The Executive Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
ARTICLE VII
BOOKS AND RECORDS
Section 7.1. Books and Records. The Corporation shall keep correct and complete books and records of account. It shall also keep minutes of the meetings of its Executive Board, committees, and membership and shall keep at the principal office a record giving the names and addresses of the officers and membership. All books and records of the Corporation may be inspected by any officer, or his or her agent or attorney for any proper purpose at any reasonable time.
ARTICLE VIII
FISCAL YEAR
Section 8.1. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of June and end on the 31st day of May in each year.
ARTICLE IX
CORPORATE INDEMNIFICATION
Section 9.1. Indemnification. To the extent not inconsistent with the law of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was an officer, employee or representative of the Corporation shall be indemnified by the Corporation for any liability or claims which arise from the good faith performance of any duties or responsibilities or otherwise arise from actions taken on behalf of the Corporation.
Section 9.2. The rights of indemnification provided in this Section 9.1 shall be in addition to any rights to which any officer or employee may otherwise be entitled. Irrespective of the provisions of this Section 9.1, the Executive Board may, at any time and from time to time, approve indemnification of officers or employees or other persons to the fullest extent permitted by applicable law (or, if not permitted, to any extent not prohibited by such law), whether on account of past or future transactions.
ARTICLE X
REGULATION OF CORPORATE AFFAIRS
The affairs of the Corporation shall be subject to the following provisions:
Section 10.1. Prohibition of Activities not Permitted by Exempt Organizations. Neither the officers, agents or employees of the Corporation, nor the Executive Board shall have the power or authority to do any act that will prevent the Corporation from being an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or from being an organization contributions to which are deductible under section 170(c)(2) of the Code.
Section 10.2. No Pecuniary Benefit to Officers. No Officer of the Corporation may receive an pecuniary benefit from the Corporation except such reasonable compensation as may be allowed for services actually rendered.
Section 10.3. Officers' Power to Manage Corporation. Subject to the provisions of these By-Laws and the Articles of Incorporation and applicable law, the Executive Board shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation.
Section 10.4. Liability. No Officer of the Corporation shall be liable for any of its obligations or legal debts.
Section 10.5. Dissolution. If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed:
a. Exclusively for the charitable, scientific, education, or public purposes of the Corporation to one or more other organizations which are organized and operated for purposes substantially the same as those of the Corporation, which have been selected by the Executive Board, and which are described in Section 501(c)(3) of the Code; or
b. To the federal government or to one or more state or local governments, as chosen by the Executive Board, for public purposes.
The undersigned, constituting the initial Executive Board adopt this Code of By-Laws this 15th day of August 2000, and verify and affirm that the facts set forth in this instrument are true.
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This instrument was prepared by: Thomas E. Densford, Taylor Bauer & Densford, 608 West Third Street, Post Office Box 1332, Bloomington, Indiana 47402-1332. (812) 334-0600.