December 5, 2006
BYLAWS
OF THE
YAKIMA
FOLKLIFE ASSOCIATION
A Washington
Not for Profit Corporation
ARTICLE
I
Name of Corporation
The name of the Corporation shall be the Yakima Folklife Association.
ARTICLE
II
Purposes
The purposes of the Yakima Folklife Association shall be to promote a broader community awareness of our cultural and folk traditions, such as music,
dance, crafts, and other folk arts, through such social and educational events as concerts, dances, festivals, workshops,
lectures, demonstrations, and a newsletter.
ARTICLE
III
Membership
Section 1: Membership in the Yakima Folklife Association (from here forward referred to as “the Association”)
shall be open to any person interested in furthering the purposes and objectives of the Association. Types of membership, annual dues, and privileges of membership shall be determined by the Board of Directors
according to the activities being carried out by the Association at any given time.
Section 2: Annual Meeting. The Association shall hold an annual
meeting of the membership, near the end of the fiscal year (Sept./Oct.; see Article VII), at which time the Board of Directors
shall report on the activities and finances of the previous year and present a proposed budget and plan for activities for
the coming year. Election of officers and other membership votes will take place
at the annual meeting.
Section 3: Special Meetings. Special meetings of the membership may
be called by the Board of Directors as necessary, or upon request of five or more members to the Board.
Section 4: Notice of Meetings. Written notice of membership meetings
and an agenda of the business to be conducted shall be mailed to members entitled to vote not less than ten days in advance
of said meeting.
Section 5: Quorum. A number of members equal to a majority
of the Board of Directors present at any scheduled meeting of the membership shall constitute a quorum. Any member in good standing for more than 30 days, and present at the meeting, is entitled to vote. There shall be no proxy voting.
Section 6: Emergency Decision
Policy. In the case
that an important decision must be made (a decision involving changes to the customary concert/festival schedule, or involving
a non-customary expenditure of over $100), when there is no time to schedule a special meeting of the Board, Board members
must be contacted for approval of said decision until a majority (at least 5 for a minimum 8-member Board) are in agreement. The decision will be announced at the next meeting and entered into the minutes for
that meeting.
ARTICLE
IV
The Board of Directors
Section 1: General Responsibilities. The Board of Directors is responsible
for the management of the affairs of business and property of the Association.
Section 2: Number of Members
of the Board. The Board
of Directors shall be comprised of the Officers of the Association (see Article V) plus the Chairpersons of the Standing Committees
(see Article VI). The minimum number of Board Members is 9 (see Article VI, section
3).
Section 3: Removal from
Office. A Board Member
(i.e. elected official and/or committee chairperson) may be removed from office by a two-thirds affirmative vote of the members
entitled to vote at a regularly called meeting of the voting membership. Notice
of such proposed removal shall be given to said Board Member at least 15 days prior to the date of such meeting, and must
state the cause for the proposed removal.
Section 4: Vacancies. Any vacancy occurring on the Board of
Directors shall be filled by appointment by the President, with two-thirds vote of approval by the Board. Such an appointment to fill a vacancy shall serve for the unexpired term of her/his predecessor.
Section 5: Meetings. The Board of Directors shall hold such
meetings as are required for the transaction of Association business, provided that at least one meeting shall be held in
each calendar quarter. Each meeting shall have an agenda including: approval
of the minutes from the previous meeting, treasurer’s report, and an open forum for new business. Unexcused absences from three consecutive meetings of the Board shall be considered as resignation from
the Board.
Section 6: Quorum of the
Board of Directors. A
majority of Board Members shall constitute a quorum for the transaction of business.
Each board member present shall have one vote.
Section 7: Representatives. The Board of Trustees shall appoint
such representatives as they may deem appropriate to act as agent in carrying out the official business of the Association,
including the execution of official documents on behalf of the Association.
ARTICLE
V
Officers
of the Association.
Section 1: Election of
Officers. A President,
Vice-president, Secretary, and Treasurer shall be elected annually by the membership at the Annual Meeting.
Section 2: Term of Office. Officers shall serve a one year term. Vacancies may be temporarily filled at any regular meeting of the Board, with official
title to office reserved till election at a duly announced and conducted meeting of the membership (see Article I, sections
2–5).
Section 3: Duties of Officers.
3. a: The President shall preside over all meetings of the Board of Directors and of the General Membership
of the Association, shall be responsible for the general operations of the Association, shall call such meetings of the Board
and of the General Membership as are deemed necessary, shall act as official spokesperson for the Association; and shall perform
other duties as directed by the Board of Directors.
3. b: The Vice-President shall perform the duties of the President in her/his absence, and shall perform other
duties as directed by the Board of Directors.
3. c: The Secretary shall record the minutes and attendance of all meetings of the Board of Directors
and General Membership, and shall handle the correspondence, including meeting notices.
3. d: The Treasurer shall maintain the financial records of the Association in good order and shall render
accurate financial reports, including an annual budget, to the Board and General Membership, to appropriate governmental agencies,
and to any other organization or entity having legal entitlement to the information as directed by the Board of Directors;
and shall perform other duties as directed by the Board.
ARTICLE
VI
Committees
Section 1: Standing Committees. The following standing committees shall always be maintained:
1) Membership & Volunteers; 2) Concert Series Performance; 3) Folk Arts & Crafts; 4) Events Hospitality; 5)
Merchandising; 6) Public Relations 7) Fundraising 8) Newsletter; 9) Festival Performance; 10) Festival Food Vendors; 11) Festival Downtown Venues; 12) Festival
Museum/Park Site; 13) Festival Coordination; 14) Children’s activities.
Section 2: Ad Hoc Committees. Any Committees may be added, on a temporary
basis, at the discretion of the Board of Directors
Section 3: Committee Chairpersons. Each committee shall have one chairperson,
appointed by the President and approved by the other three elected officers. Officers
may also serve as committee chairpersons, but no individual may chair more than one committee.
Section 4: Description and Purposes
of Committees.
4. a: The Membership &
Volunteer Committee shall record and promote membership, maintain
a current membership list, and actively recruit and coordinate volunteers.
4. b: The Concert Series
Performance Committee shall seek out and select performers for concert
series, under consultation of the membership. This committee is fully responsible
for the booking of performers and the securing and coordination of sound equipment.
4. c: The Folk Arts &
Crafts Committee shall seek out and coordinate artisans and craftspeople
(both vendors and demonstrators) for festivals and other related events (workshops, demonstrations, lectures, etc.), under
consultation of the membership.
4. d: The Events Hospitality
Committee shall arrange and coordinate all necessary room and board
gratuities and/or reimbursements for performers, and shall coordinate all food services for concerts and events.
4. e: The Merchandising Committee, in coordination with the Treasurer, shall be responsible for all ticket and merchandise sales at all
Yakima Folklife events.
4. f: The Public Relations
Committee, shall be responsible for the promotion and advertising
of all Yakima Folklife events.
4. g: The Fundraising Committee shall be responsible for sponsorship and fundraising appeals from outside organizations
and businesses for both concerts and the festival.
4. h: The Newsletter Committee shall coordinate,
produce, and distribute a Yakima Folklife Newsletter, at least once for each calendar quarter.
4. i: The Festival Performance
Committee shall seek out and select performers (both music and dance)
for the annual festival, under consultation of the membership. This committee
is fully responsible for the booking of festival performers. It has, as sub-committees: Correspondence, Judging and Selection,
Scheduling, Lodging/ Hospitality, and Emcee Coordination.
4. j: The Festival Food Vendor Committee shall
seek out and coordinate food vendors for festivals and other related events, under consultation of the membership.
4. k: Festival Downtown Venues Committee shall coordinate the festival evening performance venues in downtown Yakima, plan and
implement the festival's downtown components (under consultation of the membership),
and act as liaison between Yakima Folklife and these venues.
4. l: Festival Museum/Park Site Committee shall coordinate the festival site arrangements at Franklin Park and the Yakima Valley Museum
and act as liaison between Yakima Folklife, Yakima Parks & Recreation, and the Yakima
Valley Museum.
4. m: The Festival Coordination Committee will
keep all festival planning and implementation on schedule and remind other committees and volunteers of their deadlines and
responsibilities.
4. n: The Children’s
Activities Committee is responsible for all children's activities and programs at the festival.
ARTICLE
VII
Fiscal
Year
Section 1: The Fiscal Year of the Association shall be from October 1 through September 30 of each year
Section 2: An Annual Internal
Audit shall be conducted by an ad hoc committee, elected by the membership
at the annual meeting. This audit shall consist of a review of all financial
business of the Association from the previous year and shall be conducted as soon as all records and documents are available,
but no later than the end of that calendar year.
ARTICLE
VIII
IRC
501 (c) (3) Tax Exemption Provisions
Section 1: Limitations
on Activities. No substantial
part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation
(except as otherwise provided by Section 501 [h] of the Internal Revenue Code), and this corporation shall not participate
in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition
to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted
to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code,
or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
Section 2: Prohibition
Against Private Financial Gain.
No part of the net earnings of this corporation shall be used for the financial benefit of, or be distributable to,
its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes
of this corporation.
Section 3: Distribution
of Assets. Upon the
dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities
of this corporation shall be distributed to the Yakima Valley Museum.
Such distribution shall be made in accordance with all applicable provisions of the laws of Washington State.
ARTICLE IX
Amendments
These bylaws may be amended, repealed or added to
by a majority of the members present at any Membership Meeting, provided notice of such meeting and a description of proposed
changes is given to full membership at least 15 days prior to the meeting date.
ARTICLE X
Construction
and Terms
If
there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions
of the Articles of Incorporation shall govern.
Should
any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions
and portions of these Bylaws shall be unaffected by such holdings.
