OFFICIAL BYLAWS OF THE
ALTERNATIVE MUSIC FOUNDATION (C1505340) aka 924 GILMAN
APPROVED JANUARY 17, 2015
An Incorporated 501(c)(3) Nonprofit Organization.
ARTICLE I
Name
Section 1.1. The name of this corporation shall be the Alternative Music Foundation.
Section 1.2. Principle Office. The principle office of the corporation for the transaction of its business is located at 924 Gilman Street, Berkeley, Alameda County, California 94710.
Section 1.3. Change of Address. The location of this corporation’s principle office can be changed only by amendment of these bylaws and not otherwise.
ARTICLE II
Object
The object of this corporation shall be, but not exclusive, to provide an all ages, do-it-yourself (DIY), not for profit, collectively volunteer run community space for music, art, and performance, to educate young people in alternative music formats and in peaceful co-operative ways of working together.
ARTICLE III
Members
Section 3.1. General Membership. A member is a person having the right to full participation in the assembly, unless otherwise specified, having purchased an annual membership card, which has not yet expired. Full participation is limited to attending events and membership meetings, volunteering, making announcements, and speaking in debate on motions (agenda items) at membership meetings. A distinction is necessary for voting members as follows.
Section 3.2. Voting Member. A voting member of an assembly is a person having the right to full participation in the proceedings, the right to make motions, to speak in debate on them, and to vote. A voting member is a general member, must have previously attended one membership meeting within the past year, and has completed one working task for the corporation within the previous six months. A voting member is expected to identify and substantiate these requirements of active participation upon inquiry prior to voting on any motion. In any decision made, the opinion of each voting member present has equal weight as expressed by vote.
Section 3.3. Absentee Member. If there are absentee members, the members present at a regular and properly called meeting act for the entire membership.
Section 3.4. It is policy for every member joining the corporation to be given a copy of the bylaws. The bylaws are available to membership at 924gilman.org.
Section 3.5. The term “assembly” refers to the body of people, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group. The term “meeting” refers to the event.
ARTICLE IV
Officers
Section 4.1. Officers of the nonprofit corporation are elected at the first Membership Meeting of November to one year terms. Officers must be elected by a vote of at least two-thirds of the present Voting Members. If there is only one nominee for an office, a majority is required to confirm the nominee to office.
4.1.1. Executive Officer. Oversees the day-to-day operations of the club including payroll, deposits, and change as needed. Attends community meetings and acts as a representative of the corporation when available. Maintains confidentiality regarding employment matters (i.e. wage garnishments)
4.1.2. Financial Officer. Responsible for accounting, timely payment of bills, creates monthly and yearly financial statements, and makes these financial records accessible to voting members as soon as possible upon request. Quarterly statements are due by the second meeting of the month following the quarter end. Yearly financial statements are due 60 days after the years end. Does not receive financial compensation of any kind from the corporation.
4.1.3. Secretary. Keeps meeting minutes or designates a records keeper at meetings. Responsible for accurate, chronological records keeping of meeting minutes in a provided binder. Does not use the position to promote, deride or subjectively editorialize regarding any motion (agenda item).
4.1.4. Each officer has a responsibility to see that other officers are doing their job and they are to delegate responsibilities to competent others, if necessary, to insure jobs are completed.
4.1.5. Officers are also members of the Board of Directors, although they are not required to take on the same role on the Board as their elected position as an officer of the nonprofit corporation.
Section 4.2. Suspension/Dismissal of any Officer for Dereliction of Duty. Suspension must be approved by two-thirds of present Voting Members at a Membership Meeting. Dismissal must be approved at the following regular Membership Meeting by two-thirds of present Voting Members. Upon dismissal, an election to fill the position may be held at the next regular Membership Meeting and must be held by the third following regular Membership Meeting. Remaining officers shall share the dismissed officer’s responsibilities until the replacement officer is approved.
Section 4.3. Resignation of any Officer. An officer may resign with written notice at any time. An election to fill the position may be held at the next regular Membership Meeting and must be held by the third following regular Membership Meeting.
Section 4.4. Vacancy of one or more Officers. A vacancy of one or more officers, for whatever reason, shall be deemed to exist whenever the actual number of officers is less than the total number authorized by these bylaws. Vacancies must be filled by the Membership for the unexpired portion of the vacant position’s term.
Section 4.5. Though not officers of the nonprofit corporation as specified, required, and filed with the State of California, the heads of each department within the nonprofit corporation are elected at the first Membership Meeting of November to one year terms, and are responsible for the direction, management, and decisions necessary in accomplishing the operational tasks required of the position. All terms of officer dereliction, resignation, and vacancy apply. All major decisions are subject to consideration and approval of Voting Membership. The heads of each department are booking, sound, coordinator, stoar, clean-up, and security.
ARTICLE V
Meetings
Section 5.1. Membership Meeting (regular meeting of the assembly). Subject to the provisions of the bylaws establishing the organization, this body acts for the total membership in the transaction of its business. The bylaws of an organized local society provide that it shall hold regular meetings at stated intervals and also establish a procedure for calling special meetings as
needed. As of the date of these bylaws, Membership Meetings are held the first and third Saturday of every month at 5PM at 924 Gilman Street, Berkeley, California 94710. Membership Meetings are open to the public. A two-thirds vote of the assembly at a Membership Meeting is required to reschedule or relocate a subsequent regular Membership Meeting. Except as otherwise decided by the Membership Meeting or these by-laws, all major decisions of the collective are made in a Membership Meeting.
Section 5.2. Special Meeting (bookers, sound staff, coordinators meeting). The special meeting is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Officers and the head of each corps have the exclusive right to call special meetings, as necessary. No quorum is required.
Section 5.3. Quorum (the minimum composition of a deliberative assembly). The minimum number of members entitled to vote who must be present at any regular or properly called meeting of a deliberative assembly for business to be legally transacted is the quorum of the assembly. The requirement of a quorum is a protection against totally unrepresentative action in the name of the body by an unduly small number of persons. A provision of the bylaws should specify the number of members that shall constitute a quorum, which should approximate as large a number of members as can reasonably be depended on to be present at any meeting, a relatively small quorum—considerably less than a majority of all the members. In most such
organizations, it is rarely possible to obtain the attendance of a majority of the membership at a meeting. The quorum for a Membership Meeting at 924 Gilman is nine (9) voting members.
Section 5.4. Proceedings in the Absence of a Quorum. In the absence of a quorum, any business transacted is null and void. If a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the corporation’s rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately. When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is the duty of the chair to declare the fact, at least before taking any vote or stating the question on any new motion. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present; however, until the chair or a member notices the absence of a quorum.
Section 5.5. Motions (agenda items). Business is brought before an assembly by the motion, a formal proposal, of a voting member at a Membership Meeting, that the assembly take certain action. When applied to the main motion, an amendment takes precedence over the main motion.
Section 5.6. Obtaining and Assigning the Floor. Before a member in an assembly can make a motion, the member must be recognized by the chair as having the exclusive right to be heard at that time. The chair must recognize any member who seeks the floor while entitled to it. To the claim the floor, a member raises his/her hand, and is recognized by the chair. If two or more raise their hand at about the same time, the general rule is that, all other things being equal, the member who was first after the floor was yielded is entitled to be recognized. In handling routine motions, less attention is paid to the requirement of a seconding of the motion. If the chair is certain a motion meets with wide approval, the chair states the exact motion and indicates it is open to debate.
Section 5.7. Usual Order of Business.
5.7.1. Reading and Approval of Minutes. In organizations where copies of the minutes of each previous meeting as prepared by the secretary are sent to all members in advance, the actual reading of them aloud may be waived if no member objects. In either case, the chair asks, “Are there any corrections to the minutes?” and pauses. It is generally smoother to do the approval of minutes by unanimous consent. Whether or not a motion for approval has been offered, the chair may simply say, “If there are no corrections, the minutes are approved.” The minutes do not become the minutes and assume their essential status as the official record of the proceedings of the society until they have been approved.
5.7.2. Reports of Officers, Boards, and Standing Committees. It is customary to hear reports from all officers, boards, and standing committees only at annual meetings; however, the chair may call only on those who have reports to make.
5.7.3. Unfinished Business. After unfinished business has been disposed of, members
can then introduce new items of business in the order in which they are able to obtain the floor when no question is pending.
5.7.4. New Business.
5.7.5. Announcements. The chair may make, or call upon other officer or members to make, any necessary announcements; or, if the practice of the organization permits it, members can briefly obtain the floor for such a purpose.
Section 5.8. Adjourn. To adjourn means to close the meeting. Adjourning the meeting is a privileged motion of the chair (secretary acting) to close the meeting immediately, made under conditions where provision for another meeting exists and where no time for adjourning the present meeting has already been set. Regardless of whether business is pending, a majority should not be forced to continue in session substantially longer than it desires, and even if no business is pending, a decision as to whether to close the meeting should not be allowed to consume time. When there is a provision for another meeting and no time for adjourning already set, a motion to adjourn is afforded sufficiently high privilege to interrupt pending questions, and on adoption, to close the meeting before the pending business is disposed of, and is not debatable or amendable.
Section 5.9. Voting.
5.9.1. Voting is the basic principle of decision in a deliberative assembly. A proposition must be adopted by majority vote. A majority vote is defined as “more than half” of the votes cast by persons present and legally entitled to vote, excluding abstentions, and is the desired and prescribed requirement for a majority at a Membership Meeting. Changes to Articles of Incorporation, Bylaws, or to confirm paid staff, requires two-thirds of present Voting Member approval. Two-thirds of Voting Member approval is also required when specifically authorized in other sections of the bylaws.
5.9.2. Right of Abstention. Although it is the duty of every member who has an opinion on a question to express it by vote, the member can abstain, since the member cannot be compelled to vote. No member should vote on a question in which the member has a direct pecuniary interest not common to other members of the organization.
5.9.3. Changing One’s Vote. A member has the right to change his vote up to the time the result is announced; after that he can make the change only by permission of the assembly, which can be given by unanimous consent.
5.9.4. Regular Method of Voting on Motions. By “show of hands” is the normal method of voting on a motion used in an assembly of the membership. Voting by ballot (slips of paper on which the voter marks his vote) is used when secrecy of the members’ votes is desired. The bylaws of the organization may prescribe that the vote be by ballot in certain cases, as in the election of officers. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting. Exceptions to his rule must be expressly stated in the bylaws.
5.9.5. Nominations and Elections. Elections occur annually at the first Membership Meeting of November. Nominations can occur at anytime; however, the Secretary will announce nominations as open at the first Membership Meeting of October. Nominations are posted in the foyer of 924 Gilman up to adjournment of the second Membership Meeting of October when nominations will be closed. The method of voting in elections will be by ballot. The balloting should be repeated for that office as many times as necessary to obtain a majority vote for a single candidate. If there is only one nominee for an office, a consensus of the present Voting Members is required by a “show of hands.” Only one person may serve as an officer of the corporation. There may be more than one person to serve as head of any elected position other than an officer of the corporation. An election to an office becomes final immediately if the candidate is present and does not decline, or if the candidate is absent, but has consented to candidacy. An officer-elect takes possession of office immediately upon the election becoming final.
ARTICLE VI
Board of Directors
Section 6.1. The Board of Directors. The board’s operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself, the authority being approval by the Voting Membership of the Alternative Music Foundation at a regular Membership Meeting. The exclusive function of Board of Directors is fundraising.
6.1.1. The Board of Directors consists of the three (3) Officers of the nonprofit corporation and six (6) elected members.
6.1.2. Quorum shall be five Directors if there are nine Directors. A majority of the Directors currently in office shall be the required quorum if there are less than the full number of directors; however, in no event shall the required quorum be less than one-third of the authorized number of Directors, or three Directors, whichever is larger.
6.1.3. The Membership shall elect a Board of Directors at the first Membership Meeting in November.
6.1.4. The terms are two years per Director and shall overlap, so only half of the seats are regularly scheduled to be open in any one year except for the initial election.
6.1.5. The initial election can happen at any regular Membership Meeting at the direction of the Membership before or after the non-profit achieves official non-profit recognition by the State of California. The initial election shall consist of six seats. The top three vote getters shall be elected to terms of up to two years until the second November following their election. The next three vote getters shall be elected to terms of up to one year. These latter Director seats shall be up for election the following November.
6.1.6. A Director cannot run for re-election for the Board during the first 12 months s/he is off of the Board.
6.1.7. If a former Director is elected to the Board 12 or more months after they last served on the Board, s/he term limit resets to six concurrent calendar years from the date of reelection.
6.1.8. The Board is responsible for planning, overseeing, and operating the nonprofit’s fundraising activities. For the purposes of the Board of Directors, “fundraising” is acquisition of donated funds and assets for use by the nonprofit.
6.1.9. All major fundraising initiatives and budget requests shall be approved by the Membership Meeting. Day-to-day fundraising operations shall be supervised by the Board.
Section 6.2. Officers of the Board of Directors.
6.2.1. The Board of Directors for Fundraising shall have three Officers of the Board, designated Chairperson of the Board, Secretary of the Board, and Treasurer of the Board.
6.2.2. Officers of the Board shall be elected by a majority of the Directors then in office, for terms of up to two years.
6.2.3. A Director cannot remain an Officer after s/he is no longer a member of the Board.
6.2.4. The Chairperson shall be the chief executive of the Board, subject to the control of the Board and will generally supervise, direct, and advise the Board’s activities, affairs, and officers, except as otherwise directed by the Membership Meeting or these bylaws.
6.2.5. The Secretary shall keep or cause to be kept full and complete records of the proceedings of the Board and its Committees, and supervise the giving of meeting notice and other necessary and appropriate communications.
6.2.6. The Treasurer shall keep or cause to be kept and maintained adequate and correct books and accounts of the Board’s fundraising activities and is subject to and shall share all such records with the Financial Officer of the nonprofit corporation and the Membership Meeting.
Section 6.3. Suspension/Dismissal of any Board member for Dereliction of Duty. Suspension and/or dismissal of a Director must be approved by two-thirds of present Voting Members at a Membership Meeting. Upon dismissal, an election to fill the position may be held at the next regular Membership Meeting and must be held by the third following regular Membership Meeting. Remaining officers shall share the dismissed Director’s responsibilities until the replacement Director is approved.
Section 6.4. Resignation of any Director. A Director may resign with written notice at any time. An election to fill the position may be held at the next regular Membership Meeting and must be held by the third following regular Membership Meeting.
Section 6.5. Vacancies on the Board of Directors. A vacancy on the Board, for whatever reason, shall be deemed to exist whenever the actual number of Directors is less than the total number authorized by these bylaws. Vacancies must be filled by the Membership for the unexpired portion of the vacant Director’s term.
Section 6.6. Board Committees. The Board, by resolution of a majority of the Directors then in office, may create a Board Committee, each consisting of two or more Directors, and only of Directors, to serve at the pleasure of the Board. Appointments to such Board Committees shall be by a majority vote of the Directors then in office. The Committees shall have clear, limited tasks and roles supporting the work of the Board. These tasks and roles shall be defined by a majority of the Directors then in office.
Section 6.7. Advisory Committees. The Board, by resolution of a majority of the Directors then in office, may create an Advisory Committee. An Advisory Committee may consist of Directors or non-Directors, to serve at the pleasure of the Board. Appointments to such Advisory Committees shall be a majority vote of the Directors then in office. The Committees shall have clear, limited tasks and roles supporting the work of the Board. These tasks and roles shall be defined by a majority of the Directors then in office.
ARTICLE VII
Amendment of Bylaws
The bylaws cannot be changed without previous notice to the members and the vote of a specified majority (two-thirds vote) and cannot be suspended.