W I S C O N S I N   A R E A    M U S I C   I N D U S T R Y

 

Bylaws For
Wisconsin Area Music Industry 
Awards Corporation


  1. Statement of Purpose

The purpose of this corporation shall be to engage in any lawful activities authorized by Chapter 181 of the Wisconsin Statutes. It is further intended that this corporation is a charitable, non-profit organization whose purpose is to educate Wisconsin music industry persons through seminars and workshops focused on the music industry in itís entirety. To provide annual scholarships to students and/or emerging artists in the Wisconsin community, and to create, organize and execute an awards ceremony, the intent of which is to recognize the accomplishments and achievements of people in the Wisconsin music industry.

  1. Registered, Principal and Business Offices

The corporation may have such principal and other business offices, within the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require. The registered office of the corporation as required by statutes shall be maintained within the State of Wisconsin, and the address may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered agent.

C. Board of Directors

    1. The Board of Directors (hereinafter referred to as the "Board") shall exercise general supervision over the affairs of the corporation, and discharge all duties incident to such office, or as required by law.
    2. The business and property of this corporation shall be managed by and controlled by the Board of Directors except where bylaws specifically require action by members.
    3. The Board shall be selected as follows: The initial Board of Directors shall elect members to serve on the Board. Such Board members shall serve for a term of three (3) years, however, such Board members may be replaced or removed (3/4) vote. A board member may serve two (2) consecutive terms. Thereafter the Board shall select members to the Board from their membership at the annual meeting of the Board. A Two-Third (2/3) vote of the appointing Board shall be sufficient for election of the new Board and a Three-Fourths (3/4) vote shall be sufficient for replacement or removal of a member of the Board by then serving Board.
    4. The Board shall consist of no less than ten (10) members and no more than twenty-five (25) members.
  1. Board Meetings

    The annual meeting of the Board shall be held on the first Wednesday in February at 7:00 oíclock p.m. at such place as the Board shall designate. The Board shall also meet at such other times during the year as are selected by the Board, or on call of the Chairman of the Board, or by any five members of the board. At least seven (7) days notice of meetings shall be given, with notice to be by mail and telephone.

  2. Powers of the Board in General
  1. The Board, in addition to the powers conferred by these bylaws, shall have the right to exercise such power and do such acts as may be exercised by the corporation, subject to statutes of the State of Wisconsin and to the provisions of the articles of incorporation and the bylaws of the corporation.
  2. Without prejudice to the general powers conferred and the other powers by statute, by the articles of incorporation and by these bylaws, it is hereby expressly declared that the Board of directors shall have the following powers:
    1. To appoint and employ, and at its discretion to remove and suspend, such officers, managers, subordinate managers, assistants and agents as it may choose, and to determine and fix their duties, and to fix and change their salaries, if any, and to require and to confer by resolution upon any officers of the corporation or other person the right to contract or act.
    2. To determine who shall be authorized to sign on the corporationís behalf bills, receipts, endorsements, checks, releases, contracts and other documents;
    3. To provide for the management of the affairs of the corporation in such manner as it may think fit, and to delegate any of the powers of the Board to any committee, office or agent, except
    1. the power to alter or amend these bylaws
    2. the power to elect directors or members, and
    3. the power to do any other act specifically requiring Board Action;
    1. To appoint any persons to be agents of the corporation
    2. To employ attorneys and/or other professionals.
  1. Officers

The Officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. The members of the Board shall select the Officers at the annual meeting of the Board by simple majority vote. Any member of the board is eligible to serve as an officer except that the President shall have been a member of the Executive Committee for at least one full year or shall have been a member of the Board of Directors for at least two full years. Officers of the corporation may be removed at any time by three-fourths (3/4) vote of the board. The duties of the several officers, respectively, shall be as follows:

      1. The President shall preside at meetings of the corporation, the board and the Executive committee and shall see that all orders and resolutions of the board are carried into effect. The chairperson shall be an ex officio member of all committees.
      2. The Vice-President shall perform the duties of the President during his or her absence or inability to act, and shall perform such additional duties as may be assigned by the President or the Board.
      3. The Secretary shall keep a record of all proceedings of the Board; shall have custody and control of all documentary data pertaining to the Corporation and shall countersign all corporate documents when required.
      4. The Treasurer shall receive all monies of the corporation and deposit them in accounts at financial institutions designated by the Board; shall account for such monies from time to time; and shall make disbursement as authorized by the Board. The treasurer may delegate his responsibilities to an appropriate committee or person with the consent of the Board.

G. Committees

  1. Committees may be established from time to time by the Board of Directors to perform such duties as the Board may designate, except that there shall always exist an Executive Committee. The Executive Committee shall consist of the Officers and one additional member of the Board elected by the Board at the annual meeting. The Executive Committee shall have, and may exercise, when the Board is not in session, the powers of the Board in the management of the daily business and affairs of the corporation, except action with respect to election of Officers or the filling of vacancies in the Board or committees created pursuant to this section.
  2. The Board may elect three (3) or more directors to each committee. Each committee shall fix its own rules governing conduct of its activities unless otherwise directed by the Board and shall make such reports to the Board of its activities as the Board may request.

H. Quorum

A quorum necessary to conduct business shall require the presence of at least six (6) Directors if at least three (3) Executive Board members are present. Otherwise, a majority of the Board must be present. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by the articles of incorporation or these bylaws.

  1. Members

    There shall be only three separate classes of members, Academy, Regular & Student. Academy membership requires that the member be actively involved in the music community in some fashion, such as an artist, production personnel, promotion, booking agencies, equipment dealers, etc. Regular membership is open to any and all persons interested in supporting the Wisconsin music industry. Regular members shall not have nomination rights in the preliminary balloting procedure for the annual awards. Student membership requires that the member be enrolled in an academic program involving the music industry. No member shall have more than one membership. Only Academy members are eligible to vote for music industry awards in categories established by the Board. The Board may revise from time to time the membership fee payable annually. In order to fulfill the purposes of the organization, the Board shall have full authority to determine eligibility for membership, as well as all rules and regulations for carrying out the purposes of the corporation. Membership in this corporation is personal, not a property right, and is not transferable. All members shall have the right and privilege of withdrawing at any time by giving notice in writing of resignation or by failure to pay membership fees for a calendar year. Any member in default in payment of dues shall be suspended from all privileges of membership, and if, after notice, such default be not cured within a period of thirty (30) days, the membership of such member shall automatically terminate. Two-third vote of the Board for cause or lack of eligibility to vote may remove any member from membership.

  2. Amendments

    These by-laws may be altered, amended or repealed by a two-thirds (2/3) majority vote of the Board members present at any meeting at which a quorum is in attendance; but no by-law adopted may be altered, amended or repealed by the Board if the by-law so adopted so provided or unless prior notice of the exact language is given in a notice at least thirty (30) days prior to the meeting where such change is to be considered.

  3. Rules of Procedure

The rules contained in the latest edition of Robertís Rules of Order shall govern this corporation in all cases in which they are not inconsistent with the Articles of Incorporation or Bylaws.


Copyright © 2000 Wisconsin Area Music Industry All Rights Reserved

Previously available at: http://www.wami.org/Nov00/bylaws.htm
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