Folknet
Bylaws
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ARTICLE I: NAME
The name of the organization shall be Folknet: The Northeastern Ohio
Folk and Traditional Music and Dance Society, hereafter known as
Folknet. Folknet shall be organized under the Nonprofit Corporation
Laws of the state of Ohio and as a charitable, educational, cultural,
tax-exempt public organization within the meaning of Section 501(c)(3)
of the Internal Revenue Code and its regulations as they now exist or
as they may hereafter be amended (or any other corresponding
provision(s) of succeeding law).
ARTICLE II: PURPOSE & METHODS
Folknet is a not for profit educational corporation whose purpose shall be to:
1. Nurture the development and expansion of a vibrant
folk and traditional arts community of performers, organizations, and
advocates;
1. Promote and preserve folk and traditional arts
focusing on contemporary, traditional, and multi-cultural music and
dance; and
2. Use all the resources available to it to achieve these goals.
The methods Folknet uses to strengthen and advance organizations,
groups, and individuals involved with folk and traditional music,
dance, and arts shall include:
1. Education to increase understanding of the rich
variety, artistic value, cultural and historical significance, and
continuing relevance of folk and traditional music, dance, and arts;
2. Networking to provide a bridge to and from folk
and traditional music, dance, and arts organizations and needed
resources, and to help those organizations link with their
constituencies;
3. Advocacy to ensure the continuation and growth of
folk and traditional music, dance, and arts by influencing decision
makers and resource providers on the national, state, and local levels;
4. Field development to support, encourage, and
strengthen the effectiveness of existing and newly forming folk and
traditional music, dance, and arts organizations; and
5. Professional development to support, encourage,
and strengthen the effectiveness of established and new folk and
traditional musicians, dancers, and artists.
These purposes and methods may be realized by, but shall not be limited
to, meetings of the general membership, trustees, executive committee,
and other committees; publishing the newsletter or other publications
of Folknet; sponsoring concerts, dances, festivals, programs, shows,
conferences, seminars, workshops, lectures, classes, meetings, and
publications; or working with or supporting other organizations in
similar or related endeavors.
ARTICLE III: MEMBERSHIP & DUES
In the spirit of diversity, membership in Folknet is open to all
persons (including persons of all races, religions, national
backgrounds, or sexual preferences) and organizations that subscribe to
and further the purposes of Folknet upon payment of the present year's
dues. Membership entitles the member to receive such benefits as
Folknet grants to members including, but not limited to, subscriptions
to publications and discounts on activities or merchandise. In
matters brought before the general membership by the trustees, all
membership categories shall have one vote except for family memberships
which have two votes and associate memberships which do not have a vote.
Membership categories shall include:
1. Individual memberships,
2. Professional artist memberships available to
individuals who receive payment for work in folk and traditional music,
dance, or arts.
3. Family memberships (family defined for this
purpose as one or two adults sharing living facilities and their minor
children),
4. Student memberships available to full-time
students who present proper school identification at the time dues are
paid,
5. Senior citizen memberships available to senior
citizens who present Golden Buckeye cards (or their equivalent) at the
time dues are paid,
6. Organizational memberships (for a business or
other organization entitled to such benefits as Folknet grants to
organizational members),
7. Patron memberships, and
8. Associate memberships with limited benefits.
No member of Folknet shall be personally liable to the creditors of
Folknet for any indebtedness or liability, and any and all creditors of
Folknet shall look only to the assets of Folknet for payment.
Annual dues shall be charged at such rate as the vote of the trustees shall decide for each calendar year.
A member must have paid dues for the current year to
be considered a member in good standing, to be entitled to vote or hold
office, or to receive other benefits of membership.
ARTICLE IV: MEETINGS
Robert's Rules of Order shall determine all procedural questions not otherwise determined in these bylaws.
There shall be general membership meetings at least twice a year which
shall follow an agenda prepared by the executive committee including
recommendations from the general membership. Such agendas shall include
committee reports and other business referred from the trustees or from
the executive committee for vote by the general membership of Folknet.
Each voting member present shall have an equal vote (except that the
president or chair of the meeting may only vote to break or make a tie)
on issues presented with a majority vote of those members present
required for passage. Following the general membership meetings, there
shall be planned social gatherings of Folknet which may include, but
shall not be limited to, jam sessions, dances, parties, concerts,
festivals, or other educational or cultural activities as may interest
the membership and benefit the public, as set forth in the purpose of
Folknet.
There shall be meetings of the trustees at least twice a year which
shall follow an agenda prepared by the executive committee. Such
agendas shall include committee reports and other essential business
for the trustees for vote by the trustees of Folknet. Each trustee
present shall have an equal vote (except that the president or chair of
the meeting may only vote to break or make a tie) on issues presented
with a majority vote of those trustees present required for passage. A
quorum shall be defined as at least one-third of the current trustees.
General members and interested individuals may attend the meetings of
the trustees and may be called upon for special information, but they
shall not have a vote. The trustees may go into closed door sessions if
needed. These meetings may be run in conjunction with the general
membership meetings of Folknet.
There shall be executive committee meetings at least six times a year
with each executive committee member having an equal vote (except that
the president or chair of the meeting may only vote to break or make a
tie) on issues presented with a majority vote of those members present
at regularly scheduled meeting required for passage. A quorum shall be
defined as over 50% of executive committee members at a regularly
scheduled executive committee meeting or at a specially scheduled
meeting agreed upon by a majority vote of all the members of the
executive committee. General members, trustees, and interested
individuals may attend the executive committee meetings and may be
called upon for special information, but only executive members shall
have a vote. The executive committee may go into closed door sessions
if needed. These meetings may be run in conjunction with the general
membership meetings of Folknet or the trustees meetings of
Folknet. Business of the executive committee may also be
conducted by polling all members of the executive committee in person,
by phone, by e-mail, by fax, or by other such means as are available to
the members with a majority vote of all members required for passage.
However, individual executive committee members do have the option of
requesting that the business being conducted in this manner be tabled
until it can be discussed by the executive committee at a regularly or
specially scheduled meeting. Such tabling may be overridden by a
majority vote of all members of the executive committee handled in the
same polling fashion as the original business.
The executive committee shall be empowered to transact the business of Folknet between meetings of the trustees of Folknet.
Minutes of each meeting shall be recorded by the secretary and printed in the next newsletter published.
ARTICLE V: TRUSTEES
As a nonprofit corporation, Folknet shall be a membership organization
governed by a group of trustees who actively seek to be aware of and
who mobilize to meet the requirements of the general membership. The
corporate powers, property, and affairs of Folknet shall be exercised,
conducted, and controlled by the trustees. The number of trustees at
any time shall not exceed thirty (except that there may be additional
honorary trustees).
Each trustee shall be elected for a three year term, and each trustee
elected to fill a vacancy shall be elected for the remainder of that
calendar year plus two more calendar years.
The trustees may appoint honorary trustees for one year terms. Honorary
trustees shall have all the rights and responsibilities of elected
trustees (including election to the executive committee) except that
they shall not have a vote in matters brought before the trustees (or
the executive committee).
Whenever a vacancy shall exist among the trustees due to resignation,
death, or other reasons, the remaining trustees may fill the vacancy by
election for the remainder of the term.
When a trustee has been absent from all meetings of the trustees held
during any calendar year, the trustees may declare that position to be
vacant.
Trustees may resign at any time by oral statement to that effect at a
meeting of the trustees or by instrument in writing to that effect
filed with the president or secretary.
Each trustee (excluding honorary trustees) shall have one vote in
matters brought before the trustees (except that the president or chair
of the meeting may only vote to break or make a tie) and each trustee
shall have powers equal to those of any other trustee.
Collectively the trustees shall have authority to limit the powers and
duties of all officers and committees, to delegate to any other officer
or committee the duties of any officer or committee, and to control and
remove any officer or any member of any committee.
ARTICLE VI: OFFICERS
The executive committee of Folknet shall consist of a president, a
vice-president, a secretary, a treasurer, and three to seven managing
trustees who are the other executive committee members.
1. It shall be the duty of the president to preside
at all general meetings of Folknet, meetings of trustees, and meetings
of the executive committee; to ensure that all standing and special
committees have sufficient membership, and to recruit members for them
based upon recommendation of the executive committee, the trustees, the
membership committee, the nominating committee, or the general
membership; and to ensure the observance of the bylaws of Folknet. The
president may be an ex officio member of all committees.
2. It shall be the duty of the vice-president to
assume the duties of the president in the absence of the president and
to carry out any other duties delegated to the vice-president.
3. It shall be the duty of the secretary to keep a
full and accurate record of the proceedings of all meetings; to give a
written report of the minutes of previous meetings when called upon to
do so; to provide needed information to the membership or the public as
directed by the executive committee or the trustees, including, but not
limited to, printed agendas for upcoming meetings and printed minutes
of past meetings; to attend to and/or review the correspondence of
Folknet, where correspondence includes but is not limited to news,
information, or opinion contributed to a newspaper or periodical that
is not considered a Folknet publication; and to maintain election
records for Folknet.
4. It shall be the duty of the treasurer to attend to
the finances of Folknet, to collect dues and other moneys as shall come
to Folknet and to hold them in trust, to expend such moneys as are
ordered by the general membership, the trustees, or the executive
committee, to keep a full and accurate record of all transactions, to
give a written report of finances at each general membership meeting,
each meeting of the trustees, and each executive committee meeting, to
file and record all tax statements of Folknet, and to give any
financial reports as may be required by law.
5. It shall be the duty of the three to seven
managing trustees who are the other executive committee members to see
to the day to day operation of Folknet in concert with the president,
the vice-president, the secretary, and the treasurer of Folknet; with
emphasis on representing the general membership.
ARTICLE VII: COMMITTEES
In addition to the executive committee, the following standing
committees shall exist, working to implement the operation of Folknet
according to the decisions of the executive committee, the trustees,
and the general membership, with the duties and powers appropriate to
their functions:
1. The publications committee shall be chaired by the
newsletter editor and shall be responsible for recommending,
researching, organizing, and implementing plans concerning the
operation of the newsletter and other publications. The purpose of this
committee is to keep the membership aware of the progress and
activities of Folknet; to publish information for the membership and
the community at large about folk and traditional music, dance, and
arts in the area; and to help publicize Folknet's activities.
2. The events committee shall be responsible for
recommending, researching, organizing, and implementing events held by
Folknet so as to ensure the success of those activities through maximum
participation by the public in the folk and traditional arts.
3. The finance committee shall be responsible for
recommending, researching, organizing, and implementing creation and
use of a budget for accurate financial management for Folknet.
4. The fundraising committee shall be responsible for
recommending, researching, organizing, and implementing projects to
raise funds for Folknet and its activities and for maintaining records
and files on the success of fundraising projects.
5. The membership committee shall be responsible for
recommending, researching, organizing, and implementing methods for
increasing membership and keeping members active. The membership
committee shall inform the community at large about the goals of
Folknet; involve members of the community in the activities of Folknet,
thereby increasing potential membership, while also expanding the base
in the community of those interested in folk and traditional music,
dance, and arts; orient new members, informing them of the benefits of
membership and the opportunities for becoming active in Folknet; and
conduct membership surveys to aid the committee in making
recommendations for committee membership.
6. The planning committee shall be responsible for
recommending, researching, organizing, and implementing ideas about the
future directions Folknet may take.
7. The nominating committee shall operate as described in the section of these bylaws concerning elections.
The president may also establish such additional temporary committees
as the executive committee, the trustees, or a meeting of the general
membership shall direct.
The president may appoint chairpersons and members
to committees subject to approval of the executive committee unless
otherwise provided for in these bylaws. When committees are not
composed of all appointed members, committees may be a mix of appointed
and volunteer members, or committees may be formed of all volunteer
members. When committees do not have an appointed chairperson,
committees may select their own chairpersons or other officers by
consensus or by election subject to the approval of the executive
committee unless otherwise provided for in these bylaws. In the event
that other members are needed for any committees, the president may
recruit additional members and may ask the membership committee or the
nominating committee for recommendations on any committee appointments.
ARTICLE VII: ELECTIONS
Each year, the president, subject to the approval of the trustees,
shall appoint a nominating committee consisting of three or more
general members including at least one who is a trustee to serve during
the calendar year. It shall be the duty of this committee to consider
all persons whose names shall be suggested by any member of Folknet for
election as a trustee, to report their recommendations with respect to
the election of such persons, to present a slate of names for
trusteeship to succeed those whose terms shall expire in that year to
be voted on by the trustees at an annual meeting of the trustees during
the fourth quarter of each calendar year, to present a slate of names
of trustees to be voted upon as members of the executive committee to
succeed those whose terms will expire in that year, to nominate persons
to serve as trustees or executive committee members whenever there
shall be vacancies, to nominate persons for one year terms as honorary
trustees, and to make sure that those nominated will accept the
position if elected before putting their names on the slate of trustees
or the slate of executive committee members. The nominating committee
should conscientiously consider for nomination as trustees persons who
share in the purposes and methods of Folknet and have resources that
will strengthen Folknet. Nominations from trustees for open positions
are also in order, but must be submitted to the Folknet secretary by
specified deadlines so that the nominating committee may consider the
candidate, report their recommendation on the candidate, and secure the
approval of the candidate before the candidate’s name is included on
the official absentee ballot. Nominations will not be accepted from the
floor at the time of elections.
At an annual meeting of the trustees during the fourth quarter of each
calendar year, there shall be an election of trustees and an election
of executive committee members. Voting shall be by secret written
ballot. Votes shall be counted from the trustees present at the meeting
as well as from those submitting official absentee ballots. The secret
ballot may be waived on the request of the chair for unanimous consent
when there is no contest to the slate of names for trusteeship
presented by the nominating committee or separately when there is no
contest to the slate of names for executive committee members presented
by the nominating committee. New trustees shall take their offices on
January 1 of the following year, serving for three years. New executive
committee members shall take their offices on January 1 of the
following year, serving for one year.
At the first meeting of the executive committee members after their
election, the executive committee members shall elect by simple
majority from their own members the officers of Folknet including the
president, the vice-president, the secretary, and the treasurer of
Folknet for the year with the other three to seven executive committee
members becoming the managing trustees. All executive committee members
are eligible for election or reelection to each of these positions. In
order to provide the best continuity for Folknet by having officers in
place for their full terms, this first meeting of the executive
committee may take place between the time of the election of the
executive committee members and January 1 of the following year with
the only official business that the new executive committee members can
act upon until January 1 being the election of officers.
In the event that a vacancy occurs in an office in the middle of a term
for a trustee or a member of the executive committee, the trustees
shall elect a new person to that position as soon as possible utilizing
recommendations from the nominating committee.
There will be a special condition the first time that these elections
of trustees and executive committee members from the ranks of trustees
takes place since officers at the time it takes effect are serving two
year terms in particular positions. Since that is the case, the
nominating committee will recommend a slate of trustees divided as
equally as possible between one year, two year, and three year terms.
The nominating committee will also recommend a slate of executive
committee members The first voting on this slate of trustees and of
executive committee members will be done by the current executive
committee members for the terms recommended by the nominating
committee. This paragraph may be removed from the bylaws as soon as its
conditions have been met since it will no longer affect the business of
Folknet.
ARTICLE IX: OPERATIONS
The fiscal year of Folknet shall be the calendar year.
Except as otherwise provided by law, drafts, promissory notes, orders
for the payment of money, check drafts against Folknet's checking
account, and other evidences of indebtedness of Folknet shall be signed
by two elected officers of Folknet. Contracts, leases, or other
instruments executed in the name of and on behalf of Folknet shall be
signed by two elected officers of Folknet. Unless authorized by the
executive committee, the trustees, or the membership of Folknet, no
officer, agent, or employee shall have any power or authority to bind
Folknet by any contract or engagement or to pledge its credit or to
render it liable for any purpose or in any amount.
Folknet may accept any contribution, gift, bequest, or devise for the general purposes or for any specific purpose of Folknet.
All books and records of Folknet shall be open to inspection by any
member, or by the agent or attorney of any member, including the right
to make extracts, at any reasonable time upon written request to the
president or secretary of Folknet.
Folknet will not have or issue shares of stock. No dividend will be
paid and no part of the income of Folknet will be distributed to its
members, directors, or officers. However, Folknet may pay compensation
in a reasonable amount to members or directors for services rendered.
In furtherance of its purposes, Folknet shall receive and maintain a
fund or funds of real or personal property, or both, and subject to the
restrictions and limitations herein set forth, use and apply the whole
or any part of the income therefrom, and the principal thereof,
exclusively for charitable, scientific, literary, music, cultural, or
educational purposes either directly or by contributions to
organizations which qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code and its regulations as they now
exist or as they hereafter may be amended.
No part of the earnings of Folknet shall inure to the benefit of any
trustee of Folknet, any officer of Folknet, any member of Folknet, or
any private individual (except that reasonable compensation may be paid
for services rendered to or for Folknet affecting one or more of its
purposes), and no officer of Folknet, member of Folknet, or any private
individual shall be entitled to share in the distribution of any of
Folknet's assets on dissolution of Folknet.
Notwithstanding any other provisions of these bylaws, Folknet shall not
conduct or carry on any activities not permitted to be conducted or
carried on by an organization exempt from taxation under Section
501(c)(3) of the Internal Revenue Code and its regulations as they now
exist or as they may hereafter be amended, or by an organization,
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code and its regulations as they now exist or as they
may hereafter be amended.
ARTICLE X: AMENDMENTS
These bylaws may be amended, altered, or repealed by action of the
trustees at any regular or special meeting of the trustees, passed by
an affirmative two-thirds majority vote of all trustees present if
notice that amendment to these bylaws is to be considered at that
meeting has been sent to all trustees at least seven days prior to the
meeting.
ARTICLE XI: DISSOLUTION
Upon dissolution of Folknet, all property, after payment of provision
for debts, shall be distributed to and among organizations,
corporations, trusts, associations, funds, or foundations organized and
operated exclusively for charitable, scientific, literary, music,
cultural, or educational purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code and its regulations as they now
exist or as they may hereafter be amended.
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Folknet
P.O. Box 201002
Shaker Heights, OH 44120
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