BYLAWS AND CONSTITUTION OF THE CORPUS CHRISTI SONGWRITERS
WHEREAS Corpus Christi Songwriters was formed on the 11th day of January, 2014, and:
WHEREAS Corpus Christi Songwriters is empowered to make bylaws
THEREFORE Corpus Christi Songwriters makes bylaws as follows:
ARTICLE 1: TITLE
1.01 These bylaws may be cited as the Bylaws of Corpus Christi Songwriters
ARTICLE 2: NAME
2.01 The name of the Association shall be Corpus Christi Songwriters, (CCSW), hereinafter called “CCSW”.
3.01 The registered office of the CCSW shall reside in the city/town/village where the Corpus Christi Songwriter’s main mailing address is located.
ARTICLE 4: INTERPRETATION/DEFINITIONS
4.01 In these bylaws:
A) ASSOCIATION means CCSW
B) INDUSTRY means the original music industry
C) MEMBERS OF THE INDUSTRY means individuals, groups, organizations, corporations, or agencies involved in or affiliated with the production, distribution, exhibition, and promotion of original music.
D) A MEMBER of the Association means any member of the industry who is duly registered and has paid fees to the Association.
4.02 The term “ex officio” means by virtue of his office and does not limit the rights, duties and capacity of any person who is, ex officio, a director, member of a committee, or the holder of any other office.
ARTICLE 5: PURPOSES AND OBJECTIVES
5.01 The purpose of the Association shall be to promote, foster, and enhance original music in the Coastal Bend.
5.02 The objectives of the Association shall be:
A.) To promote the development of the arts, crafts, and talents associated with the Corpus Christi music industry, with a focus on original music
B) To study and advocate government policies to further the advancement of original music in the music industry
C) To encourage and conduct educational activities for the betterment of the participants in the industry
D) To engage in activities conducive to the continuation and growth of the Association.
E) To provide leadership and to liaise with government, corporations and other organizations and agencies.
F) To solicit sponsors, donations, endorsements, support and various forms of funding, private and public and many services in kind to advance the aims and objectives of the Association.
ARTICLE 6: MEMBERSHIPS
The CCSW Awards are intended to be an accurate reflection of the Original Music Industry person’s’ opinion of their counterparts’ various achievements and/or projects. They are to be an accurate reflection of one’s peer’s opinion of one’s work. As such, all efforts to prevent ‘block voting’ will be made by the CCSW. ‘Block voting’ is: the act of buying or causing to be bought CCSW memberships, or any other action done, in efforts to effect the outcome of the CCSW Awards in such a way that; the balloting results do not accurately reflect the Corpus Christi Music Industry persons’ opinion of their counterparts’ various achievements and/or projects.
6.01 The membership categories of the Association shall be as follows:
Participating memberships shall be available to those persons whom are actively involved in the music industry. All applications for participating membership shall be forwarded to the membership committee, who shall contact the applicant and verify their qualifications prior to submission to the board for approval.
In order to qualify for a Participating membership, the applicant must be invited by the CCSW Board of Directors or a resident of the South Texas Region. All residents of Nueces, San Patricio, Bee, Live Oak, McMullen, Duval, Jim Wells, Brooks, Kenedy, Kleberg counties will be considered residents of the South Texas Region for this purpose;
Any individual engaged in songwriting or composing music with a focus on original music and/or original songs.
Any individual who performs before the public and/or through recordings, TV, radio, etc with a focus on original music and/or original songs.
AGENT OR ARTIST MANAGER:
Any individual engaged in the business of booking and/or managing artists with a focus on original music and/or original songs.
Any individual who is a publisher (or an employee thereof) and who is a member of a performing rights organization with a focus on original music and/or original songs.
Any record company personnel.
Any individual currently employed in radio or TV as an on air personality.
Any individual actively involved in distributing, merchandising, or retailing of disc recordings, and/or digital recordings including video.
TALENT BUYER OR PROMOTER:
Any person engaged in the promotion of live shows and/or the buying of live talent with a focus on original music and/or original songs.
Any person actively engaged in the fields of advertising, public relations or radio representation.
Any off the air personnel of a radio or TV station, program consulting company, syndication or network.
Any individual engaged in actively producing records, discs, TV shows, and videos.
Anyone involved in supplying and/or selling equipment for performances, productions, or expression of original music.
Any individual who is actively involved in the building of original music industry in Corpus Christi to further enhance CCSW’s goals and aims.
Any individual involved in the engineering and/or technical area of recording or live performances.
GRAPHIC ARTS/PHOTO ARTS:
Any individual involved in the promotion of the music industry through photography or the graphic arts.
Any corporation or registered company active in the promotion of music in the South Texas Region may make application for corporate membership. A corporate membership shall include all subsidiary companies operating under their control or sponsorship, but shall entitle the corporation to only one (1) vote at the annual general meeting.
Radio/ TV corporations who hold a current Corporate membership may appoint a representative who will sit on the board of directors. Those appointed will have one vote (1) on board resolutions and actions. These appointed representatives may not run for office, unless they hold an individual membership.
Any person, group, organization, association, agency or corporation interested in the furtherance of original music in the South Texas Region. ASSOCIATE MEMBERS MAY ATTEND Association activities and meetings but are not eligible to vote for, nor stand for, election to the Board. They may, however, nominate and vote for the annual CCSW Awards.
D) HONORARY LIFETIME MEMBERSHIP:
The board of directors may, from time to time, grant an honorary lifetime membership to an individual or individuals who have demonstrated exemplary service and dedication to the CCSW and to the purpose of the Association.
6.02 ALL MEMBERS shall be entitled to ONE VOTE at General Meeting of the Association and may stand for election to the Board of Directors, except those categories where stated otherwise.
6.03 Memberships in the Association are not transferable.
6.04 Memberships in the Association must be renewed annually, except Lifetime members.
6.05 Membership applications shall be in writing and submitted to the Board for approval.
6.06 The register of membership shall be kept in the registered office of the Association and contain names, addresses and phone numbers of all voting and nonvoting members.
6.07 Upon notice in writing to the Board, absent members may appoint a proxy member to represent them and retain all voting privileges on a temporary basis.
6.08 To receive a first ballot for the CCSW Awards, membership must be CURRENT. The first ballot must be mailed (postage mail or electronic mail, as determined by the member’s preference) to all members in good standing. If a nominated individual or corporate nominee (radio stations, record companies and others as determined by the Board of Directors) is not a member at the time of the First Ballot, that name shall be removed from the ballot.
6.09 All membership applications must be signed by the applicant only, must be individually purchased only, and be directly submitted to the Board of Directors for approval. Any membership applications submitted otherwise will be refused. Any membership application with a forged signature will result in any and all actions deemed appropriate by the CCSW board.
6.10 All CCSW applicants and members must be eighteen (18) years of age or older at the time of their application or renewal, to be eligible to vote in any CCSW meetings, elections, awards, and alike; except for Participating applicants and members who may be under the age of eighteen (18).
ARTICLE 7: FEES
7.01 Membership fees shall be due on or before January 30 of each year.
7.02 The annual fees of the Association memberships shall be recommended by the Board and voted on by the voting members of the Annual General Meeting.
ARTICLE 8: TERMINATION OF MEMBERSHIP
8.01 Members may resign at any time by notice to the Board. Members resigning shall not be entitled to a refund of any portion of fees paid to the Association.
8.02 Any member may be asked to resign or may have their membership terminated by ordinary resolution of the Board of Directors, in its sole discretion, if on the opinion of the Board, acting reasonably, any such member in any way endangers, hinders or interferes with the reputation or the ability of the Association in achieving its objectives. The Association shall not be bound or required to readmit any member who has resigned or whose membership has been terminated for any cause whatsoever.
8.03 A member who has been asked to resign or has had their membership terminated by the Board, may appeal in writing within 30 (thirty) days after being duly notified, to be reinstated. They shall have the right to appear before the Board to state their cause.
ARTICLE 9: FINANCES OF THE FISCAL YEAR
9.01 The Board of Directors shall have the power to authorize the expenditure of the Association’s’ funds for the purpose of carrying out the objectives of the Association.
9.02 The receipts and income of the Association in any form whatsoever shall be applied solely to the aims and objectives of the CCSW and no portion shall be paid as dividend or bonus for the benefit of any member or director.
9.03 A member of the Association may receive an honorarium for the services to the CCSW in an amount to be determined by the Board.
9.04 A member of the Association is entitled to be reimbursed for their expenses incurred as a result of service tasks, or work done on behalf of the CCSW as requested by the Board of Directors.
9.05 The Association may employ such persons and maintain such offices and other such facilities as required by the Board. The Board may, from time to time, establish a job description and objective of employees and review employee performances.
9.06 The Association may invest surplus, reserve, or additional funds in fully secured term certificates of any bank, trust company, credit union or as otherwise determined by a Special Resolution of the Board.
9.07 The Association shall have the power to borrow, raise or secure money or enter into agreement with any government, authority, company, firm organization or association that is conducive to the aims and objectives of the CCSW in such a manner as the Board of Directors deems fit and proper.
9.08 The fiscal year for the Association shall commence on the 1st day of January and terminate on the 31st day of December in each and every year unless amended by Special Resolution of the Board.
9.09 The signing officers of the Association shall be the President and the Treasurer, or any other two officers determined by the Board.
ARTICLE 10: ELECTION OF BOARD OF DIRECTORS
10.01 A notice soliciting nominations for the Executive Committee and Directors at Large shall be sent to the general membership in advance of the Annual General Meeting. A notice in the Association newsletter, if sent to all members at least 15 (fifteen) days prior, shall constitute proper notice.
10.02 Nominations will also be accepted from the floor at the Annual General Meeting.
10.03 Nomination and election procedures will be
established by the Board of Directors.
10.04 All Directors shall be elected for a 2 (two) year term. Directors shall be eligible for re-election. The President, 1st Vice President, 2nd Vice President, Secretary and Treasurer shall be elected for a 2 (two) year term, but shall not hold the same office for more than 4 (four) consecutive years.
10.05 Members of the Board of Directors shall be elected by a majority vote by ballot of the eligible voting membership present at the Annual General Meeting.
ARTICLE 11 BOARD OF DIRECTORS
11.01 The affairs of the Association shall be managed by the Board of Directors.
11.02 The Board of Directors shall consist of 6 (six) Officers and 4 (four) Regional Representatives, (to be appointed by the Executive Committee).
11.03 A) The Board of Directors shall consist of 6 (six) Officers who shall be known as the “Executive Committee”: President, Immediate Past President, 1st Vice President, 2nd Vice President, Secretary and Treasurer; plus any additional members as stated in Article 11.02 who shall be known as Regional Representatives. The Immediate Past President of the CCSW shall act as official Advisor to the Board.
B) Beginning at the 2018 Annual General Meeting, the following Directors shall be elected in odd years: President, 2nd Vice President, Treasurer and two Regional Representatives (to be appointed by the Executive Committee). In even years: 1st Vice President, Secretary, two Regional Representatives (to be appointed by the Executive Committee).
11.04 Regional Representatives of the Association shall carry out duties of the CCSW as directed by the President and with approval of the Board, as stated in Article 12.
11.05 The Board of Directors shall be responsible for the day to day activities of the Association.
11.06 Directors may fill a vacancy among their number for the unexpired term of a Director by appointment, shall any Director die or resign.
11.07 A quorum for Board meeting shall consist of THOSE IN ATTENDANCE after DUE NOTICE sent to each and every Board member in writing which shall be e-mailed and dated no less than 14 (Fourteen) days prior to the meeting date.
11.08 Each member of the Board shall have only 1 (one) vote. There shall be NO PROXY votes at meetings of the Board of Directors.
11.09 The Directors shall cause the accounts and minutes of the CCSW be kept and all documents relating thereto shall be kept at the registered office of the Association and be available for inspection by directors and members at ccsongwriters.com within 14 (fourteen) days of meeting.
11.10 The Directors shall cause a financial statement to be done of the accounts of the Association on an annual basis and present it to the Annual General Meeting. The Directors may from time to time appoint accountants for the CCSW by an ordinary resolution.
11.11 The Board shall have the power to appoint committees and their chairpersons from the general membership of the Association.
11.12 Any Board member who misses three consecutive meeting without due cause shall be notified of this in writing and forewarned that if they miss the next duly called meeting, their position shall be terminated.
ARTICLE 12: REPRESENTATIVES & COMMITTEES
A) REGIONAL REPRESENTATIVES
12.01 The Association may draw up regional boundaries within South Texas Region in a manner that is fitting to the aims and objective of the CCSW and in such a manner as the Board deems fit and proper for Regional Representation by a Director(s).
12.02 Each CCSW Regional Representative may raise funds on behalf of the Association in such a manner that is conducive to the aims and objectives of the Association and in such a manner as the Board deems fit.
12.03 Each CCSW Regional Representative may promote the Association in any manner fitting, providing it is on behalf of the CCSW and meets with the aims and objectives of the Association and complies with all CCSW bylaws.
12.2.01 Appointed committees shall have the authority to regulate their own proceedings and to transact business as may be delegated to them by the Board. Committees shall report to the Board but shall not have the power to bind the Board of Directors or the Association.
ARTICLE 13: DUTIES OF OFFICERS OF THE BOARD
13.01 The duties of the President shall be:
A) to preside at all meetings
B) to act as Chief Executive Officer of the Association
C) to be the spokesperson on behalf of the Association
D) to call special meetings of the Association as outlined in Article 14.01, 14.06, and 14.07 of the Bylaws
E) to appoint all representatives to such other bodies and/or committee with other organizations as may be deemed advisable by, and with approval of the Board
F) to be an ex-officio member of all committees
13.02 During the interim periods between general meetings, the President is empowered, with the approval of the Board, to issue directives and establish temporary policies or procedures not otherwise specifically covered by the bylaws. These must be reported to the membership at the next annual, general, or special meeting of the CCSW.
13.03 The duties of the 1st Vice President shall be
A) to preside in the absence of the President in all roles and duties
B) to act as convener responsible for fundraising needed to meet the objectives of the Association.
C.) to oversee and be responsible for the overall increasing and promoting public awareness of the CCSW, the development of events, programs, seminars, workshops, awards, special events, and other activities to promote and meet the objectives of the Association.
13.04 the duties of the 2nd Vice President shall be
A) to preside in the absence of the President and the 1st Vice president in all roles and duties
B) to act as convener responsible for fundraising needed to meet the objectives of the Association.
C.) shall in addition to the 1st Vice President, be responsible for increasing and promoting public awareness of the CCSW, the development of events, programs, seminars, workshops, awards, special events, and other activities to promote and meet the objectives of the Association.
13.05 The duties of the Secretary shall be
A) to keep minutes of all general and annual meetings of the CCSW, all Board meetings, all Executive Committee meetings, and any other such meetings as maybe required by the board.
B) to transmit such minutes and other records of the proceedings of these meetings to the President, members of the Board, and the general membership where appropriate.
C) to act as official archivist of the CCSW ensuring that a master file of all records, reports of proceedings, pictures and documents of the Association is preserved.
D) to maintain current membership files, notify members of membership fees due and process terminated memberships.
E) to notify members of all general meetings and Board members of Board meetings, and Executive Committee members of Executive Committee meetings, on the authority of the President.
F) to report to any authority or agency necessary to keep the status of the CCSW.
13.06 the duties of the Treasurer shall be
A) to keep regular books of account.
B) to pay all bills which have been duly approved.
C) to collect and receive all monies due and payable to the Association and deposit same into the CCSW bank account.
D) to render a financial statement of the Association, to the Board at their regular meetings or at any time when requested by the Board as to the financial condition of the Association and transactions made by the treasurer.
E) to prepare an accurate and complete financial statement for the fiscal year which shall be presented to the membership at the Annual General Meeting of the Association.
F) to submit to the Internal Revenue Service the annual return required, including the prescribed fee, in accordance with the law.
ARTICLE 14: GENERAL MEMBERSHIP MEETINGS
14.01 The Directors shall call an Annual General Meeting at least once every year and present to the membership at such meetings the receipts and disbursements of the CCSW and include a report by the Board of Directors as to the state of the Association’s affairs.
14.02 All General Meetings of the CCSW shall be open to the general public, BUT ONLY ELIGIBLE MEMBERS SHALL BE ENTITLED TO PRESENT MOTIONS AND VOTE.
14.03 No person other than members shall take part in debates or address the meeting without permission of the chairperson.
14.04 An Annual General Meeting must be called within 120 (one hundred and twenty) days of the start of the Association’s fiscal year, by the President with the agreement of the Board, or upon written request of a majority of the Board of Directors, or upon written petition to the President by no less than 5 (five) percent of the active paid membership.
14.05 Not more than 15 (fifteen) months shall elapse between one Annual General Meeting and the next.
14.06 A Special General Meeting or other general meetings of the CCSW may be called at any time at the direction of the President or a majority of the Board of Directors or by written petition of no less than 5 (five) percent of the active paid membership.
14.07 A quorum for the Annual General Meeting shall consist of those in attendance at the time the meeting was called to order after being dually notified.
14.08 Voting at all meetings shall be by a show of hands except where a ballot is required as indicated in the CCSW Bylaws or is demanded by no less than 20 (twenty) percent of the voting members in attendance. Demand for a ballot vote must be made either before or after a vote by a show of hands.
14.09 All matters put to a vote shall be carried by a majority of votes except as outlined in Article 16.01.
14.10 A motion is lost in a tie vote.
14.11 In the event that a voting general member is also the appointed representative for a corporate membership, then that member shall have only 1 (one) vote.
14.12 Notices for Annual General Meetings shall be mailed (postage mail or electronic mail, as determined by the member’s preference) and postmarked/sent no less than 14 (fourteen) days prior to the meeting date to the addresses in the Register of Members. Any address changes by the Member must be given in writing to the CCSW Secretary, otherwise the last given address on file shall be deemed correct.
14.13 Announcement of the Annual General Meeting of the CCSW in the Association Newsletter, if sent to all members no less than 15 (fifteen) days prior to the meeting date, shall constitute proper notice.
14.14 The procedural manual for the CCSW shall be the most recent edition of Robert’s Rules of Order.
ARTICLE 15: REMOVAL OF OFFICERS
15.01 By dictate of its voting members, the CCSW may, at any general or special meeting, remove from office any Director of the Association as decided by a majority vote by Special Resolution being no less than 2/3 (two-thirds) of the members in attendance.
ARTICLE 16: AMENDMENTS TO BYLAWS
16.01 These Bylaws may be amended from time to time by a Special Resolution and by a 2/3 (two-thirds) majority of the membership present at a duly convened Annual General Meeting or Special Meeting of the CCSW.
ARTICLE 17: DISSOLUTION OF THE CCSW
17.01 In the event of dissolution of the Corpus Christi Songwriters, its property and assets shall, after payments of all liabilities, be donated to one or more recognized charitable organizations with a focus and or dedication to the Corpus Christi music industry.
Dated: September 27, 2016