BYLAWS OF TOPANGA BANJO/FIDDLE CONTEST AND FOLK FESTIVAL, INCORPORATED A California 501(C) (3)Non-Profit Public Benefit Corporation Incorporated 1981 (Amended October 24, 1990) ARTICLE I NAME The name of this corporation shall be TOPANGA BANJO/FIDDLE CONTEST AND FOLK FESTIVAL, INCORPORATED. ARTICLE II OFFICES The principal office of the Corporation shall be located in the County of Los Angeles, State of California. Changing the principal office shall require a majority vote of a quorum of the Directors attending a Board of Directors Meeting, or by a majority of Directors via mail (ballot) vote. Any change of the location of the Corporation requires notification of the California Secretary of State. ARTICLE III PURPOSES The purposes for which this corporation is formed are as follows: (1) To operate exclusively for charitable, literary, and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, (i.) by engaging directly in support of such purposes and (ii.) by making distribution of funds to other organizations for use, by the distributees, in support of such purposes. (2) To engage in any and all lawful activities incidental to foregoing purposes, except as restricted herein.
(3) To be responsible for the Topanga Banjo Fiddle Contest which will provide opportunities for instrumental folk musicians, folk singers, and folk dancers to participate in this activity and to gain recognition for their achievements thereof and to provide the public with opportunities to experience their heritage of folk music and folk dance. (4) To provide for educational folk dance and music workshops. (5) To cooperate with other groups to provide a comprehensive folk music, folk dance, folk lore, and folk arts and crafts festival for the Greater Los Angeles Area, and/or Southern California. (6) To provide funds for folk music, folklore, and folk dance research and scholarships and the dissemination of folk music, folklore, and folk dance knowledge. (7) To support other groups in their endeavors to provide banjo fiddle contests, old time fiddlers conventions, bluegrass festival, folk music festivals, folk arts and crafts festivals, and similar activities. (8) To instruct and educate the community as to the values and importance of folk music, folk dance, folk lore, and folk arts and crafts as part of their cultural heritage. (9) To provide financial support for tax-exempt cultural and/or humanitarian groups; so long as this support meets the requirements of Article IV, Section 2 of these by-laws. ARTICLE IV NON-PROFIT DEFINITION Section 1: This corporation is a non-profit, public-benefit corporation and is not organized for the private gain of any person. It is organized under the Non-Profit Public Benefit Law of the State of California for public and charitable purposes. Section 2: The corporation shall neither have nor exercise any power, nor shall it engage directly of indirectly in any activity that would invalidate its status:
(1) as a corporation which is exempt from Federal Income Taxation as an organization described in Section 501 (c) (3) of the Internal Revenue Code of 1954 and/or (2) as a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954. All references herein to provisions of the Internal Revenue Code of 1954 shall be deemed to include both amendments thereto and statutes which succeed such provisions (i.e., the corresponding provision of future United States Internal Revenue Laws.) Section 3: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distribution in furtherance of the purposes set forth in Article III hereof. Section 4: No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent authorized by Section 501 (1) of the Internal Revenue Code of 1954, during any fiscal year or years to which the corporation has chosen to utilize the benefits authorized by that statutory provision; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under applicable federal, state, or local laws. Section 5: The corporation shall not operate for the purpose of carrying on a trade of business for profit. ARTICLE V DISSOLUTION Section 1: Dissolution of the corporation shall require a three-fifths majority of the Board of Directors.
Section 2: Upon the dissolution of the corporation, the Board of Directors, after making provision for the payment of all of the liabilities of the corporation exclusively for the tax-exempt purposes of the corporation, either by direct distribution or by distribution to one of more organizations, contributions to which are deductible under Section 501 (c) (3) of the Internal Revenue Code of 1954, as the Board of Directors may determine. Any such assets, that are not so distributed within a reasonable period of time after the dissolution of the corporation, shall be disposed of in accordance with the direction of any court having jurisdiction in the county in which the principal office of the corporation was last located, exclusively in such manner as in the judgement of such court will best accomplish the purposes for which the corporation was organized. ARTICLE VI BOARD OF DIRECTORS Section 1: The business, property, and affairs of this corporation shall be managed by a Board of Directors, composed of not less than three or more than twenty-five persons who shall be member of this corporation by virtue of their election to the Board of Directors. The exact number shall be determined by a three-fifths majority of Directors. Section 2: Additional Board Members may be elected at any business meeting by a simple majority of the entire Board of Directors. All Directors shall be supplied in writing the name and qualifications of all persons who will be nominated for election to the Board at that meeting at least five days prior to any Board of Directors shall be via a secret ballot. Section 3: A person shall no longer be a Director as determined by the requirements/procedures of Article IX, Section 3, or if said Director fails to attend three Board of Directors meetings held on three different days during any calendar year for which he/she has been properly notified. Reinstatement after failure to attend meetings shall require a majority vote of the Board of Directors and shall not require prior notice (Article VI, Sec. 2).
Section 4: A quorum shall be defined as a simple majority of all of the members of the Board of Directors. A quorum shall be required for the Board of Directors to have a meeting. Section 5: Resolution of issues/proposals brought before the Board shall be by a simple majority of a quorum of Directors unless otherwise stated in these Bylaws. Section 6: The Board shall elect Officers of the Corporation as provided in these Bylaws. Section 7: The Board may appoint such other agents as the Board may deem necessary for the transaction of the business of the corporation. Section 8: The Board may create one or more committees, each consisting of one or more Directors, plus any number of others, to serve at the pleasure of the Board. Each committee shall only have authority to the extent provided in the resolution of the Board which created the committee. (a) Each Committee Chairperson shall be responsible for keeping an orderly file for all of his/her committee correspondence and expenses. Critical and sensitive Committee Correspondence will be reviewed by the President before it is mailed. The Committee Files shall be part of the files of the Corporation and will be deposited in a central file no later than one month after the end of each event. There shall be a file kept for each committee. The Board may also create advisory or workshop committees consisting of at least one Board Member, plus Associate Members, and/or others, provided no such committee shall have the right to exercise the authority of the Board. These committees shall also be subject to the committee rules above. Section 9: The President may temporarily suspend any agent until the next board meeting. The Board may remove any agent by a majority vote of a quorum at any meeting of the Board. Section 10: Any officer of the Board may be removed as an officer at a Board Meeting by a majority vote of the entire Board of Directors. That Officer
shall be notified prior to the meeting via mail, of he/she shall be present at the Board Meeting Section 11: In the event of absence or incapacity of an Officer, the Board may temporarily assign any or all of the powers and/or duties of said Officer to another Director. Section 12: The Board shall cause an annual report of the financial condition of the corporation to be made for each calendar year. The annual report shall contain, in appropriate detail, financial statements consisting of a Balance Sheet and an Income Statement prepared according to generally accepted accounting principles. The annual report shall also contain a statement of any transaction with, or indemnification of, any Officer or Director. The report shall be accompanied by either a report of an independent accountant or the certification of a Director chosen by the Board that the statements were prepared, without audit, from the books and records of the corporation. The report shall be furnished annually to all Directors of the corporation by February 1. Section 13: The Board shall have the power to designate the Officer or Agent who shall have the authority to execute a specific instrument on behalf of this corporation. When the executing of any contract, conveyance, or other instrument has been authorized by the Board without specification of the Executive Officers, the President (or Vice President in the absence or incapacity of the President), and the Corresponding Secretary may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto. All contracts and correspondence regarding any contracts shall be kept in a Contract File in the Corporate Central Files. Section 14: A preliminary financial report of each major event shall be presented to the Board within two months after the conclusion of that event. Each Committee Chairperson shall submit their expenses to date in an orderly manner within a one month period following each event. In the event some expenses are not known then the Treasurer must be notified of this fact and a reasonable estimate give, if possible.
ARTICLE VII OFFICERS Section 1: Officers of this corporation shall be elected by the Board from among the Board of Directors. Nominations and election of Officers shall take place during the last quarter of each calendar year. Election of Officers shall be by a simple majority of a quorum and shall take place at a business meeting to elect officers shall be mailed to each Director at least 5 days before the meeting. Upon election, Officers shall assume office immediately. It shall be the duty of each pertinent to the duties of his office ready for prompt transfer to his successor. Section 2: The President shall be chief executive officer of the corporation. He/she shall preside over all meetings of the Board and of the members. He/she shall have general and active management of the business of the corporation and shall see that all orders and resolutions are carried into effect. He/she shall be an ex-officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall schedule meetings of the Board of Directors. In addition, he/she shall call a meeting of the Board of Directors within thirty days after receipt of a written request from two or more Directors. This request for a meeting shall also be sent to the Vice President. In the event the President fails to do so, then said meeting shall be called by the Vice President. The President may, at his/her discretion, conduct correspondence of the Corporation, including sending out notices of meetings. Section 3: The Vice-President shall perform the duties and exercise the powers of the President during the absence or disability of the President. Section 4: The Corresponding Secretary shall preserve in books of the corporation, official minutes of all meetings of the Board of Directors and all official Board Correspondence. He/she shall safely keep in his/her custody the Seal of the Corporation and shall have authority to affix the same to all
instruments where its use is required. He/she shall provide for the inspection of the Minute, Bylaws, Articles of Incorporation, Register of membership, and Official Correspondence upon request by any Board Member. The Corresponding Secretary shall conduct the correspondence of the corporation, except as otherwise provided. Section 5: The Recording Secretary shall be responsible for the taking and keeping of the minutes of all meetings of the Board of Directors and shall be responsible for sending the typed minutes, along with the proper notices of all meetings, where required, to the Members of the Board five days prior to each meeting. Minutes shall indicate which Directors attended and which Directors were absent from the meeting. Section 6: The Treasurer shall have custody of all corporate funds and securities, and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements and tax returns. He/she shall deposit all cash assets of the corporation in Topanga Banjo/Fiddle Contest and Folk Festival, Incorporated Account(s). The President, Vice President, and Treasurer shall be signatories of these account(s). He/she shall disburse the funds of the corporation as ordered by authority of the Board, taking proper vouchers for such disbursements. He/she shall render, at regular meetings of the Board or whenever otherwise requested by the President, and account of all of his/her transactions as Treasurer, and of the financial condition of the corporation. Any check or withdrawal shall require two signatures which shall be any combination of the President, Vice President, or Treasurer. However, the payee of any check may disburse amounts less than $200.00 in any quarter at his/her discretion provided the total does not exceed $400.00 for any calendar year. The Treasurer shall prepare and submit the Income Tax Returns to the U.S. Internal Revenue Service and the California Franchise Tax Board and the Annual Report to the California Secretary of State. ARTICLE VIII EXECUTIVE COMMITTEE
Section 1: The Executive Committee shall consist of the Officers of the Corporation and any other Director designated by the Board of Directors. Section 2: Each year the Executive Committee shall prepare a budget for the activities of the corporation for submission to the Board of Directors. The Executive Committee shall prepare and submit to the Board of Directors any revisions to the budget as necessary. Approval of the budget and any revisions shall require approval of a majority of a quorum of the Board of Directors. Section 3: After the budget has been approved, the Executive Committee shall supervise its implementation, with due consideration to the intent of the Board of Directors and the Bylaws of the corporation. Section 4: The Executive Committee shall have an annual budget not to exceed $200, which shall be included in the annual budget. ARTICLE IX MEMBERSHIP Section 1: Qualifications. There shall be two classes of membership of this corporation: regular membership and associate membership. Those persons elected to the Board of Directors shall comprise the regular membership. Any other person may become an associate member upon approval by the Board of Directors (See Article IX, Section 4). Membership and Associate membership shall be considered without regard of age, sec, race, or religion, as long as the individual (or organization) subscribes to the purposes of the corporation as defined in Article III of these bylaws. Section 2: Fees, Dues, and Assessments. Membership and associate membership shall not require any fees, dues, or assessments, except on a completely voluntary basis. Section 3: Termination of Membership. The membership of any member or associate member shall terminate upon the occurrence of any of the following: death, incapacity, resignation, or expulsion. The procedure for expulsion is as follows:
Section 4: (a) At any Board of Directors meeting (see Art. VI, Sect. 4) the expulsion procedure will be initiated by the passage of a motion: (1) to initiate the procedure; (2) naming the person (s) to be expelled; (3) and setting a date no less than thirty days in the future to reconvene the Board to consider and vote on the expulsion. (b) The person(s) subject to expulsion and all Directors shall be invited in writing to the meeting specified in the motion. The invitations must state that the expulsion procedure has been initiated in regard to the person named in the motion. The written invitations shall be postmarked at least twenty days prior to the date of the meeting. (c) If a quorum is not present at the specified meeting, the expulsion procedure ends. With a quorum present, an informal hearing shall be held during which the charges shall be fully made and the person subject to expulsion shall be fully made and the person subject to expulsion shall be given the opportunity to present his/her rebuttal. Following this, discussion may occur. After discussion is completed, a vote for expulsion shall be taken among the Directors present and this vote shall be by secret ballot. (d) Immediate expulsion will take effect if a majority vote of all Directors was in favor of expulsion. Failing this majority, the expulsion procedure ends. After an expulsion procedure ends, a new expulsion procedure may be initiated following all the procedures outlined above. (e) Failure of the person subject to expulsion to attend the meeting specified shall not prevent the expulsion procedure from being completed, provided that all other requirements of Article IX, Section 3, are met. Associate Membership. There shall be three categories of Associate Membership as follows:
(a) Honorary Member. This category is reserved for individuals, nominated and elected by a majority vote of the Board of Directors, who have been chosen for their past or their potential future contributions to the corporate goals. (b) Contributory Member. This category is reserved for individuals or organizations who make a voluntary contribution of a minimum of $25 in cash, or equivalent goods or services of like amount. They shall be elected by a majority vote of the Board of Directors. (c) Advisory Member. This category is reserved for individuals, nominated and elected by a majority vote of the Board of Directors, who are chosen to serve as advisors to the Board of Directors and to the corporation in the furtherance of the corporate goals. These individuals will have special expertise in legal, financial, musical, dance, and/or folk arts knowledge, or name recognition value by the general public. (d) Associate members shall have no voting rights in the business of the corporation, except as authorized specifically by the Board of Directors as a participant in a special committee of the corporation. (e) Associate members may attend meetings of the Board of Directors and established committees and shall have the right to participate in discussions thereof. (f) Associate members may request in writing an opportunity to examine the books and other records of the corporation. Granting this request shall require a majority vote of the Board of Directors. ARTICLE X LIABILITY OF THE DIRECTORS AND MEMBERS Section 1: Neither the Directors, including officers, nor the members shall be personally liable for the debts, liabilities, or obligations of this corporation.
ARTICLE XI OTHER PROVISIONS Section 1: Conduct of Meetings. In cases of dispute the current edition of Robert s Rules of Order shall apply. Section 2: Inspection of Bylaws. A copy of the Bylaws, as amended to date, shall be given to each Board Member by the Corresponding Secretary. Section 3: Amendments. These Bylaws my be amended by the approval of threefifths of the entire Board, provided that notice has been given at least 5 days before the date when such amendment is to be voted upon.
WE, THE UNDERSIGNED, hereby certify that the foregoing amended Bylaws were approved by the Board of Directors on October 24, 1990, by the following roll call: