Regulations of The Columbus Blues Alliance (amended 8/2/2004)

ARTICLE I

SECTION 1. MEMBERSHIP QUALIFICATIONS. Any natural person, Corporation, association, or organization expressing an interest in the Corporation and in assisting to further the purposes of the Corporation shall be eligible for membership in the Corporation.

SECTION 2. POWERS AND RIGHTS OF MEMBERS. Members of the Corporation in good standing shall have the following powers and rights:

•  To determine the philosophy, pursuant to the Corporation’s purposes as set forth in the Articles of Incorporation, according to which this Corporation shall act and by which it shall be governed.

•  To elect Trustees of the Corporation at the annual meeting of the members on the 3 rd Sunday in November and to elect the Officers at the December Membership Meeting.

•  Absentee Voting Rights: Members in good standing shall have the right to vote via Absentee Ballot forms provided on the CBA website or from the BluesPaper. All Absentee Ballots must be received via US Mail at our office by Election Day with the following restrictions: the Columbus Blues Alliance name and address must be placed in both the address area and return address (top left) area of the envelope to ensure anonymity. These envelopes shall not be opened until all of the members in attendance ballots are counted at any election meeting. The words “Absentee Ballot” must be marked in the lower left hand corner of the envelope as well. Qualified write-in candidates will be allowed even if not nominated.

•  Ballot tabulations (counting) will be done by a Trustee for the Officer election and by an officer for the Trustees election. All candidates shall have the right to have a representative of their choice withness the tabulation of all ballots.

•  Voting Rights Tenure: any Member that has been a current member for more than one month at the time of election shall have the right to vote in that election.

•  To r emove from office any Trustee or Officer for good and sufficient cause at a regular or special meeting.

•  To approve, modify, suspend, or veto any decision of the Trustee by a majority vote or quorum.

•  To hear and act as final arbiter in any dispute between or concerning the Trustees, Officers, or individual members.

•  To amend these Regulations from time to time as deemed appropriate, in accordance with the provisions of these Regulations.

•  To adopt resolutions for the guidance and direction of the Corporation at any annual, special, or monthly meeting, and such resolutions shall be binding on the Trustees and Officers and continue in effect until suspended or modified by the members.

SECTION 3, ANNUAL MEETINGS. The Annual Meeting of the Members shall be held on the third Sunday in the month of November in each year or at such other time and such other place as the Members may determine. The election of Trustees shall be at this Annual Meeting. The election of officers shall be at the December Membership Meeting (first Sunday in December).

SECTION 4, SPECIAL MEETINGS. Special meetings of the members may be called by the President, the Secretary, or by a majority of the Trustees. Notice of such a meeting shall be given to each member at least 2 days and not more than 30 days prior to such meeting. Unless otherwise limited in the annual notice thereof, any business may be transacted at any annual or special meeting.

SECTION 5, QUORUM AND ACTIONS. The members present at any meeting of members shall constitute a quorum for such meeting. Each member shall have one vote and at any meeting of the members at which a quorum is present, all questions and business shall be determined by the affirmative vote of not less than a majority of the members present, except as the Articles of Incorporation or these Regulations may require the affirmative vote of a greater number of voting members.

SECTION 6, ACTIONS IN WRITING IN LIEU OF MEETING. Any action which, by virtue of any provisions of the laws of Ohio, the Articles of Incorporation, or these Regulations, may be taken or authorized at a meeting of the members, may be taken or authorized without a meeting if authorized by a writing or writings signed by all the members who would be entitled to notice of a meeting called for the purpose of taking such action or by a majority of the members. Any such writing shall be filed with or entered upon the records of the Corporation. Any certificate with respect to the authorization or taking of any such action which is required to be filed in the office of the Secretary of State shall recite that the authorization or taking of such action was in a writing or writings approved and signed as specified in this section.

SECTION 7, PAYMENT OF DUES. The members shall determine from time to time the amount of annual dues payable to the Corporation by members and shall give appropriate notice.

ARTICLE II – TRUSTEES

SECTION 8, NUMBER.  The number of Trustees shall be determined by a majority vote of the members at any annual or special meeting, provided that the minimum number of Trustee positions shall be five.  One of this number will be given to the current Vice President and held as long as that person holds the seat of Vice President.

SECTION 8a, QUALIFICATION.  Any person who is a member of the Columbus Blues Alliance at the time of their nomination and during their term of office can be considered for the CBA Board of Trustees.

SECTION 9, ELECTION AND TERM OF OFFICE. The Trustees of the Corporation shall be elected at a meeting of the members. Only persons nominated as candidates prior to this meeting shall be eligible for election as Trustees. At all elections of Trustees, the four personsr eceiving the greatest number of votes shall be the Trustees. Trustees shall hold office until the annual meeting of the members two yearsfollowing their election, and until their successors are chosen and qualified, except in the case of resignation, death, or removal.  Trustees should be elected to staggered terms so that all Trustees are not new to the Board.  Normally, two Trustees would be elected each year.  In years where more than two seats are available for election, the two candidates receiving the majority of the votes will hold a two-year term and the other a one year term..

SECTION 10, REMOVAL OF TRUSTEES. A Trustee may be removed for just cause by a 2/3 vote of the Members present at a regular or special meeting called for that purpose. Such removal shall create a vacancy as to which the provisions of Section 11 of these Regulations shall apply.  If a Trustee misses two consecutive meetings, they will be considered in default and removed from the Board.  This empty seat will be replaced by a majority vote of the Board for the remainder of said term.

SECTION 11, VACANCIES. Whenever any vacancy shall occur among the Trustees, the remaining Trustees shall elect a replacement to occupy that seat until its term expires or until the number of Trustees is changed as provided in Section 8 hereof.

SECTION 12, QUORUM AND ADJOURNMENTS. A majority of the Trustees shall constitute a quorum, provided that any meeting duly called may, by a vote of the majority of the Trustees present, adjourn from time to time and place to place within the State of Ohio, in which case no further notice of the adjourned meeting need be given. At any meeting of the Trustees, all questions and business shall be determined by the affirmative vote of not less than the majority of the Trustees present, except as the Articles of Incorporation or these Regulations may require the affirmative vote of a greater number of Trustees.

SECTION 13, ANNUAL MEETING. The Trustees shall hold their Annual Meeting of the Members on the third Sunday in the month of November in each year, or at such other time and at such other place as the Trustees shall determine. If for any reason such Annual Meeting is not held at such time, a special meeting shall be held in lieu thereof as soon thereafter as possible.

SECTION 14, SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time within the State of Ohio upon call by the President, Secretary, or any three Trustees.

SECTION 15, NOTICE. Except as otherwise provided in these Regulations, written notice of the time and place of each meeting of the Trustees shall be given to each Trustee, either by personal delivery, or by mail, telegram, facsimile, or e-mail at least five (5)days before the meeting. Any Trustee may waive notice of any meeting, and, by attending any meeting without protesting the lack of proper notice, shall be deemed to have waived notice thereof. Unless otherwise limited in the notice thereof, any business may be transacted at any annual or special meeting.

SECTION 16, COMPENSATION. The Trustees shall not receive salaries, fees, or compensation for their service as Trustees.

SECTION 17, DUTIES AND POWERS OF TRUSTEES. Subject to the limitations contained in the Articles of Incorporation and to the provisions of law requiring corporate action to be exercised, authorized, or approved by the members of the Corporation, and except as otherwise expressly provided in these Regulations, all the lawful powers of the Corporation shall be vested in and exercised by or under the authority of the Board of Trustees, and the business and affairs of the Corporation shall be conducted and controlled by such a Board.

   17a.  It is not the intent of Section 17 that the Board of Trustees be involved in the day-to-day business and affairs of the Corporation.  Examples of the Board of Trustees responsibilities include:

    - Financial Oversight and Budget Approval

    - Fund Raising

    - Policy Making and Strategic Planning

SECTION 18, DELEGATION OF AUTHORITY. The Board of Trustees shall delegate, to the extent that it considers necessary, any portion of its authority to manage, control, and conduct the current business of the Corporation, to any standing or special committee of the Corporation or to any officer or agent thereof. Notwithstanding any delegation of authority that the Board may make hereunder, it shall exercise general supervision over the officers or agents of the Corporation and shall be responsible to the members for the proper performance of their respective duties.

ARTICLE III – OFFICERS

SECTION 19, OFFICERS DESIGNATED. The officers of the Corporation shall be the President, the Vice-President, the Secretary, the Treasurer , the Membership Chairman, and such othe r officers as the Trustees may see fit.

SECTION 20, ELECTION AND TENURE OF OFFICE. The officers of the Corporation shall be elected at the annual meeting of the members and shall hold office until the next annual meeting of the members and until successors are chosen and qualified, except in the case of resignation, death, or removal. The Trustees may remove any elected officer at any time with cause by a majority vote of the Trustees in office at the time. A vacancy, however created, in any office may be filled by the affirmative vote of the Trustees at any special meeting thereof for the unexpired portion of the term. Officers shall serve one-year terms beginning January 1 following the election.

SECTION 20A, NOMINATION OF CANDIDATES. Any Member interested in running for office must be a member in good standing one month before the say of said election. Nomination of Officers and Trustees will be held at the October Membership Meeting and will be published in the November/December issue of the BluesPaper and on all of the CBA electronic Media. Votes for qualified write-in candidates will be valid even if not nominated. The reason for the provision is that too frequently no candidates surface until election day.

SECTION 20B, REMOVAL OF OFFICERS. An Officer may be removed for just cause by a 2/3 majority vote of the Members present at a regular or special meeting called for that purpose. Such removal shall create a vacancy and the Trustees must approve any replacement nominated by the remaining officers.

SECTION 20C, QUORUM. A majority of Officers shall constitute a Quorum, provided that any meeting duly called may, by a vote of the majority of the officers present, adjourn from time to time and place to place within the State of Ohio, in which no further notice of the adjourned meeting need be given. At any meeting of the Officers, all questions and business shall be determined by the affirmative vote of not less than the majority of the Officers present, except as the Articles of incorporation or these Regulations may require the affirmative vote of a greater number of Officers.

SECTION 21, PRESIDENT. The President shall be the chief operating officer of the Corporation and shall have such other powers and duties as may be prescribed by the Trustees. The President shall set the agenda for meetings of the Trustees and members and preside at such meetings. The President shall also act as spokesperson for the organization.

SECTION 22, VICE-PRESIDENT. The Vice-P r esident shall have the powe r s of the P r esident du r ing the absence o r incapacity of the President or when there is a vacancy in the office of the President, and shall have such other powers and duties as may be prescribed by the Trustees.  The Vice-President shall represent the Officers on the Board of Trustees and occupy a seat on this Board as long as the office of Vice-President is held.

SECTION 23, MEMBERSHIP CHAIRMAN. The Membership Chairman shall ber esponsible for the recruitment of new members and retaining current membership. The Membership Chairman shall prepare and update as needed the member ship book, contact members regarding renewal of membership, collect dues, and have such other powers and duties as may be prescribed by the Trustees or members.

SECTION 24, SECRETARY. The Secretary shall attend and keep the minutes of all meetings of the members and/or Trustees. The Secretary shall keep such books as may be required by the Trustees, and shall give all notices of meetings of members and/or Trustees, provided, however, that any persons calling such meetings may, at their option, themselves give such notice. The Secretary shall have such other powers and duties as may be prescribed by the Trustees.

SECTION 25, TREASURER. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks, in other Corporations and similar property belonging to the Corporation and shall do with the same as shall be ordered by the Trustees. The Treasurer shall keep accurate financial accounts, and hold the same open for inspection and examination of the Trustees. On the expiration of the Treasurer '’ term of office, the Treasurer shall turn over to the successor Treasurer, or the Trustees, all property, books, papers, and money for the Corporation in the Treasurer’s hands. The Treasurer shall have such other powers and duties as may be prescribed by the Trustees.

SECTION 26, DELEGATION OF DUTIES. The Trustees are authorized to delegate the duties of any officer to any other officer and generally to cont rol the action of the officers and to require the performance of duties in addition to those mentioned here.

SECTION 27, SIGNING CHECKS AND OTHER INSTRUMENTS. The Trustees are autho ized to determine or provide the method of determining how checks, notes, and simila r instruments shall be signed, countersigned, or endorsed.

ARTICLE IV – ACCOUNTING PERIOD

SECTION 28, ACCOUNTING PERIOD. The annual accounting period for the Corporation shall end on December 31.

AMENDMENTS TO REGULATIONS

SECTION 29, AMENDMENTS TO REGULATIONS. The Regulations may be altered, changed, or amended in any respect or superseded by new regulations in whole or in part, by the affirmative vote of a majority of the voting members of the Corporation at any annual or special meeting called for such purpose or without a meeting by the written consent of all the voting members of the Corporation.

AMENDED and ADOPTED 8/1/2004