1. Statement of Purpose

2. Registered, Principal and Business Offices

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.

4. Board Meetings

   The annual meeting of the Board shall be held on the first Wednesday in February at 7:00 o’clock 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.

5. 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 corporation’s 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.

4. Officers

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

9. 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.

10. 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.

11. Rules of Procedure