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By-Laws (revised 2011)

These Bylaws constitute the code of rules adopted by Tribes Hill for the regulation and management of its affairs.

Article 1 Name and Purpose
Section One: Name
This corporation shall be known as Tribes Hill / Kindred Folk. The Corporation is organized under the Not-For-Profit corporation Laws of the State(s) of New York and as an educational, charitable, tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, and in Canada.

Section Two: Purpose
Tribes Hill / Kindred Folk (hereafter called Tribes Hill) exists to unite musicians of the lower Hudson Valley region and their patrons in support of a music community that aspires to common goals and beliefs. It is a conceptual gathering place for people of all races, politics, and faiths coming together to explore and celebrate the human experience through song. We believe that music is an affirmation of the spirit and is capable of transcending the human condition. We also believe that we must learn to coexist on this planet and that music, as a profound language, has the ability to unite people in a common experience, as well as help us better understand our differences. We see our organization as being a unique channel for music and its appreciation.

The goals of Tribes Hill are:
1) To create a working cooperative to achieve common goals, such as
creating public showcases, bringing music to schools, encouraging regional radio programs, etc.
2) To concentrate on promoting the music of our independent artists through the support of patrons and the many resources of the lower Hudson Valley as well as beyond.
3) To operate as a parent organization to Kindred Folk, an agency which will help support artists within and outside our specific region. Kindred Folk will be used as a name to identify all of our participating artists both nationally and internationally. We will network with all of our Kindred Folk.
4) To be recognized not only by our regional artists and patrons but, by the larger music community as a valuable resource that offers an enlightening context for music appreciation.
5) To create and maintain a website which is both informative and instrumental in advocating our mission.
6) A future goal is to create a cooperative studio / office / workspace for recording, workshops,
rehearsals, etc.

To achieve these purposes, the Corporations activities will include:
A. An annual meeting of members.
B. Maintenance of organizational headquarters.
C. Aid in the distribution of resources and knowledge.
D. In furtherance of these purposes for which the Corporation is organized, the corporation shall receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, use and apply the whole or any part of the income there from and the principal thereof, exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they hereafter may be amended.
E. No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, member of the Corporation, or any private individual (except that reasonable compensation may be paid for service rendered to or for the Corporation affecting one or more of its purposes), and no Director, officer, or member of the Corporation, or any private individual shall be entitled to share in the distribution of any of the company assets on dissolution of the Corporation.
F. Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
G. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed to The North American Folk Music and Dance Alliance, Inc., or to another nonprofit organization that is exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they hereafter may be amended.

Article II Principal and Branch Offices
Section One:
The principal place of business of the Corporation in Westchester County shall be Hammond House, located at 111 Grasslands Rd., Valhalla, NY 10595. In addition, the Corporation may maintain other offices either within or without the State of New York, as its business requires.

Section Two:
The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained for the duration of the Corporation. The Board of Directors
may, from time to time, change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.

Article III Members
Section One: Definition of Member
The members of this Corporation are those individuals having member rights in accordance with the Bylaws.

Section Two: Requirements of Membership
Membership in the Corporation is open to all individuals who subscribe to and further the purposes of this Corporation as set forth in Article I, Section Two and who might contribute an amount(s) fixed by the Board of Directors as the membership fees, dues and/or contributions.

Section Three: Types of Membership
The membership shall be composed as follows:
A. Voting members shall be of three types:
(1) Individuals who attend Annual Meetings
(2) Members of the Board of Directors.
(3) Honorary: An individual nominated based on their contribution to regional music and elected by majority vote.
B. Nonvoting members shall be of one type:
(1) Affiliates: a person or organization that supports the goals and activities of Tribes Hill, but do not qualify for voting membership as defined above.

Section Four: Meetings of Members
Annual Meetings of the members shall be held at Hammond House, 111 Grasslands Rd., Valhalla, NY. Six (6) voting members in attendance will constitute a quorum. Annual meeting of the members shall be held on such date and at such time as the Directors shall by resolution designate. A special meeting of the members may be held at any time and for any purpose at the call of a majority of the Board of Directors, and/ or the active members.

Section Five: Notice of meetings of members
Notice of meetings of members shall be in writing and shall state the day, hour, and place of such meeting; and shall be issued and posted on the Tribes Hill website and the Tribes Hill Forum. The date of posting shall not be less than fourteen (14) days prior to the date of such annual meeting.

Section Six: Voting Rights
The General Membership votes only at the Annual Meeting, to elect a Board Of Directors, who votes, as necessary, to conduct the business of the organization.

Article IV Board of Directors
Section One: Board of Directors.
The Board of Directors is that group of persons vested with the responsibility for management of the business and affairs of the Corporation.

Section Two: Qualifications
The qualifications for becoming and remaining a Director of this Corporation are as follows:
A. Directors need not be residents of  the state of incorporation.
B. Directors must be members of this Corporation in good standing, either voting or non-voting and
are elected to this position as individuals.
C. Directors must have an interest in the promotion of the purposes of the Corporation.

Section Three: Size and Composition
The Board of Directors of this Corporation shall be comprised of no less than six (6) and no more than twenty-one (21) members. The voting membership shall elect up to eight (8) Directors, as provided under Article IV Section 5. The Directors may, as needed, appoint additional Directors up to the maximum number of twenty-one (21) Directors. The Directors may appoint the additional Directors to balance the Boards representation by gender, geography, business skills, and membership types as noted in Article III, Section 3.

Section Four: Elections
Directors will be elected by voting members or appointed by the Board of Directors for a term of one
year. Each Director will hold office for the term for which elected or until a successor has been selected and qualified. There shall be no term limits for Board members.

Section Five: Place of Directors Meetings
Meetings of the Board of Directors, regular or special, in person or by teleconference, will be held at the registered office of this Corporation or any other place within or without the state of incorporation, as provided, or such place or places as the Board of Directors designates by resolution duly adopted.

Section Six: Regular Directors Meetings
Regular meetings of the Board of Directors, including the annual meeting of the Board, will occur at least twice in each calendar year.
The annual meeting of the Board will be held in conjunction with the annual meeting of the members. Other meetings of the Board may be held throughout the year as determined by the Board of Directors.

Section Seven: Quorum of Directors
A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a Regular meeting at which a quorum is present, and the act of two thirds (2/3) of the Directors present at a special meeting at which a quorum is present, will be the act of the Board of Directors unless a greater number is required under the provisions of the nonprofit Corporation Law of 1972, and Articles of Incorporation of this Corporation, or any provision of these Bylaws.

Section Eight:
Any Board member not present for two consecutive meetings shall be considered removed, subject to a two thirds (2/3) majority approval of the remaining members.

Article V Officers
Section One: Type
The Officers of this Corporation will consist of the following personnel:
President
Vice President
Secretary
Treasurer
Officers shall be considered (counted as) members of the board.

Section Two: Selection of Officers
Each of the Officers of the Corporation will be elected and appointed annually by the Board of Directors. Officers must be voting members in good standing. Officers will hold office for one (1) year. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place before the close of the annual general meeting.

Section Three: Multiple Officeholders
In any election of Officers, the Board of Directors may not elect and appoint a single person to any two or more offices simultaneously.

Section Four: President
The President will preside as the Chairperson of the Board and oversee the operation of the Board, organization of its meetings, and committees. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.

Section Five: Vice President
The Vice President will perform all duties and exercise all powers of the President when the President is absent or otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors.

Section Six: Secretary
The Secretary will keep minutes of all Meetings of the Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.

Section Seven: Treasurer
The Treasurer will oversee financial activity of the Corporation. The treasurer will render reports and accountings to the Directors and to the
Members, and submit the proposal for the following years annual budget. The Treasurer will also perform such other duties as may be required by the Board of Directors or Members, by law, by the Articles of Incorporation, or by these Bylaws.

Section Eight: Executive Director
The Board may employ an Executive Director to maintain the offices and manage the administrative affairs of the Corporation. The Executive Director shall be responsible to the Board and shall be governed by the duties and authority granted by the Board. The Executive Director shall maintain books of account of the Corporation, and shall make the same available at any reasonable time to the officers and Directors of the Corporation.

Section Nine: Assistant Director
The Board may employ an Assistant Director to share responsibilities of the general overview of the organization.

Section Ten: Employees
The Board may hire employees of the Corporation at its discretion.

Section Eleven: Removal of Officers
Any Officer elected or appointed to the office may be removed by the persons authorized under these
Bylaws to elect or appoint such officers whenever, in their judgment, the best interests of the Corporation will be so served. Such removal will be by majority vote by the Board of Directors. However, such removal will be without prejudice to any contract rights of the Officer so removed.

Article VI Committees
Section One: Definition of Directorial Committees
This Corporation may have certain Committees, each of which will consist of one (1) or more Directors, and other members as deemed necessary. These Directorial Committees will have and exercise some prescribed authority of the Board of Directors in the management of this Corporation. However, no such Committee will have the authority of the Board in reference to affecting the following:

A. Submission to members of any action requiring approval of Members under the Nonprofit Corporation Law of 1972.
B. Filling of vacancies on the Board.
C. Adoption, amendment, or appeal ofthe Bylaws.
D. Amendment or repeal of any resolution of the Board.
E. Action on matters committed by Bylaws or resolution of the Board to another Committee of the Board.

Article VII Informal Action
Section One: Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of this corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persona entitled to notice, whether before or after the time of said meeting, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of special meeting of members, specify the general nature of the business to be transacted.

Section Two: Action by Consent
Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may by taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the Corporation.

Article VIII Operations
Section One: Fiscal Year
The fiscal year of this Corporation shall begin on July 1 and end on June 30 of each calendar year.

Section Two: Execution of Documents
A duly elected officer(s) of the Corporation will sign contracts, leases, or other instruments executed in the name of and on behalf of the Corporation. In addition, the executive director, the president, or the treasurer of the Corporation may sign checks against defined limited operating accounts. Except as otherwise provided by law, drafts, promissory notes, orders for the payment of money, check drafts against the Tribes Hill checking account, and other evidences of indebtedness of this Corporation will be signed by an elected officer(s) of the corporation.

Section Three: Books and Records
This corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its membership meetings, Board of Directors meetings, and Directorial Committee meetings. The Corporation will keep at its registered office a membership register giving the names and addresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to the date certified by the Secretary of the corporation.

Section Four: Inspection of Books and Records
Any member, or his agent or attorney, may inspect all books and records of this Corporation, for any proper purpose at any reasonable time on written demand under oath stating such purpose.

Section Five: Nonprofit Operations
This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers or Directors for services rendered.

Section Six: Loans to Management
This Corporation will make no loans to any of its Directors or Officers.

Section Seven: Written Reports
Each year at the annual general meeting the Chairman of the Board, Treasurer, and Secretary of the Corporation shall present Written Reports to the Membership. The Treasures report shall contain a statement of income and expenditures for the previous fiscal year.

Article IX Amendments
Section One: Procedure
These Bylaws may be altered, amended, or repealed by a two-thirds majority vote of the general membership at the annual meeting. Eight (8) voting members of Tribes Hill or a majority vote of the Board of Directors may propose alteration, amendment, or repeal of these Bylaws by giving written notice to the Secretary of Tribes Hill at least thirty (30) days prior to the annual membership meeting. Written notice of the intent to alter, amend, repeal or adopt new Bylaws must be given to the general membership when notices and ballots of the annual general membership meeting are posted.

Article X Dissolution
Section One: Dissolution
On dissolution of the Corporation, all property, after payment of provision for debts, shall be distributed to The North American Folk Music and Dance Alliance, Inc. and/or among corporations, trusts, associations, funds, or foundations organized and operated exclusively for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.

Revised June 12, 2011

updated: 4 years ago