THE LONG BEACH PENINSULA ACOUSTIC MUSIC FOUNDATION, A
NONMEMBERSHIP, NONPROFIT CORPORATION
ARTICLE 1: PURPOSE
This corporation shall be organized and operated exclusively for charitable, scientific,
literary, religious, and educational purposes., _______ _
Subject to the limitations stated in the Articles of
Incorporation, the purposes of this corporation shall be to engage in any lawful activities,
none of which are for profit, for which corporations may be organized under Chapter 65
of the Oregon Revised Statutes (or its corresponding future provisions) and Section
501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
This corporation’s primary purpose shall be to promote the understanding and
appreciation of the history and traditions of American popular music through concerts in public concert venues as well as schools, music workshops, music seminars, and visiting
musical artist programs.
ARTICLE II: NONMEMBERSHIP
This corporation shall have no members.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties. The affairs of the corporation shall be managed by the Board of
Section 2. Number. The number of Directors may vary between a minimum of three
and a maximum often.
Section 3. Term and Election. The term of office for Directors shall be two years. A
Director may be reelected without limitation on the number of terms slhe may serve. The
board shall elect its own members, except that a Director shall not vote on that member’s
Section 4. Removal. Any Director may be removed, with or without cause, by a vote
of two-thirds of the Directors then in office.
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Section 5. Vacancies. Vacancies on the Board of Directors and newly created board
positions will be filled by a majority vote ofthe Directors then on the Board of Directors.
Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of
the number of Directors prescribed by the Board, or if no number is prescribed, a majority
of the number in office immediately before the meeting begins. If a quorum is present,
action is taken by a majority vote of the directors present, except as provided otherwise
by these bylaws. Where the law requires a majority vote of the directors in office to
establish committees to exercise Board functions, to amend the Articles of Incorporation,
to sell assets not in the regular course of business, to merge, or to dissolve, or for other
matters, such action is taken by that majority as required by law.
Section 7. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the time and place to be determined by the Board of Directors. No other
notice of the date, time, place, or purpose of these meetings is required.
Section 8. Special Meetings. Special meetings of the Board of Directors shall be
held at the time and place to be determined by the Board of Directors. Notice of such
meetings, describing the date, time, place, and purpose of the meeting, shall be delivered
to each Director personally or by telephone or by mail not less than two days prior to the
Section 9. Meeting by Telecommunication. Any regular or special meeting
of the Board of Directors may be held by telephone or telecommunications in which all
Directors participating may hear each other.
Section 10. No Salary. Directors shall not receive salaries for their Board services,
but may be reimbursed for expenses related to Board service.
Section 11. Action by Consent. Any action required by law to be taken at a meeting
of the board, or any action which may be taken at a board meeting, may be taken without
a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be
signed by all the Directors.
ARTICLE IV: COMMITTEES
Section 1. Executive Committee. The Board of Directors may elect an Executive
Committee. The Executive Committee shall have the power to make ongoing decisions
between Board meetings and shall have the power to make financial and budgetary
Section 2. Other Committees. The Board of Directors may establish such other
committees as it deems necessary and desirable. Such committees may exercise functions
of the Board of Directors or may be advisory committees.
Section 3. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two
or more Directors, elected by the Board of Directors by a majority vote of the number of
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Directors prescribed by the Board, or if no number is prescribed, of all Directors in office
at that time.
Section 4. Quorum and Action. A quorum at a Committee meeting exercising Board
functions shall be a majority of all Committee members in office immediately before the
meeting begins. If a quorum is present, action is taken by a majority vote of Directors
Section 5. Limitations on the Powers of Committees. No committee may authorize
payment of a dividend or any part of the income or profit of the corporation to its
directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of
all or substantially all of the corporation’s assets; may elect, appoint, or remove directors
or fill vacancies on the board or on any of its committees; nor may adopt, amend, or
repeal the Articles, bylaws, or any resolution by the Board of Directors.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the President and the
Section 2. Election. The Board of Directors shall elect the President and Secretary to
serve one year terms. An officer may be reelected without limitation on the number of
terms the officer may serve.
Section 3. Vacancy. A vacancy of the office of President or Secretary shall be filled
not later than the first regular meeting of the Board of Directors following the vacancy.
Section 4. Other Officers. The Board of Directors may elect or appoint other
officers, agents and employees as it shall deem necessary and desirable. They shall hold
their offices for such terms and have such authority and perform such duties as shall be
determined by the Board of Directors.
Section 5. President. The President shall be the chief officer of the corporation and
shall act as the Chair of the Board. The President shall have any other powers and duties
as may be prescribed by the Board of Directors.
Section 6. Secretary. The Secretary shall have overall responsibility for all
recordkeeping and all corporate funds. The Secretary shall perform, or cause to be
performed, the following duties: (a) official recording of the minutes of all proceedings of
the Board of Directors meetings and actions; (b) provision for notice of all meetings of
the Board of Directors; (c) authentication of the records of the corporation; (d) keeping of
full and accurate accounts of all financial records of the corporation; (e) deposit of all
monies and other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors; (f) disbursement of all funds
when proper to do so; (g) making financial reports as to the fmancial condition of the
corporation to the Board of Directors; and (h) any other duties as may be prescribed by the Board of Directors.
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ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the fullest extent allowed
by Oregon law.
ARTICLE VII: AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the Board of
Directors by a majority vote of directors present, if a quorum is present. Prior to the
adoption of the amendment, each Director shall be given at least two days notice of the
date, time, and place of the meeting at which the proposed amendment is to be
considered, and the notice shall state that one of the purposes of the meeting is to
consider a proposed amendment to the bylaws and shall contain a copy of the proposed
Date Adopted: 11/15/2011
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