BY-LAWS

OF

RHYTHM OF THE RAILS, INCORPORATED

 

 

ARTICLE I

 

Name

 

The name of this corporation shall be RHYTHM OF THE RAILS, INCORPORATED.

 

ARTICLE II

 

Purpose

 

The purpose of Rhythm of the Rails, Incorporated is to celebrate the involvement of the railroad in Brainerd history and provide quality entertainment of the Brainerd area.

 

Our goals are to:

        A. Provide quality, summer, family entertainment for years to come.

        B. Develop a community of young people and adults around the development and                         production of the yearly show.

        C. Have the audience become aware of Brainerd’s, and surrounding area’s history.

        D. Collaborate with other area entities in the celebration of our town.

 

 

ARTICLE III

 

Section 1 - Membership

 

Membership shall be open to any person who has participated as a cast member, or technical support person including, program, research, music and costumes in promoting the purpose of the Corporation.

 

Section 2 Civil Rights

 

The Corporation shall comply with Title I of the Civil Rights Act of 1964, whereby no person, on the grounds of race, color, sex, religion, age, national origin, marital status or sexual preference, be excluded from participation in, be denied the due benefit of equal opportunity, or be subjected to discrimination under any program or activity conducted by the Corporation.

 

 

 

 

ARTICLE IV

 

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December f every year, except that the 1st year shall begin on the date of Incorporation.

 

ARTICLE V

 

Section 1 - Annual Meeting

 

An annual meeting of the membership shall be held each year

 

Section 2 - Special Meetings

 

Special meetings shall be called by the Board President, Executive Committee, or one fourth of the voting members. Written notice of such meetings of the members, shall be given at least 15 days prior to the meeting. Such notice shall specify the place, day, and hours and , in the case of a Special meeting, the purpose of the meeting.

 

ARTICLE VI

 

BOARD OF DIRECTORS

 

Section 1 - Number

 

The Board of Directors shall consist of not more than 12 people and the non-voting Executive Director.

 

Section 2 - Term of Office

 

At the organizational meeting the founding members shall become the Board of Directors. At the first Annual meeting the membership shall elect three (3) Directors for a term of one year, three (3) Directors for a term of two(2) ears, and three (3) Directors for a term of (3) three years. Thereafter, Directors are elected for a term of three (3) years.

 

Section 3 - Vacancies

 

Vacancies on the Board of Directors shall be filled through appointment by the President of the Board of Directors, subject to the approval by a majority of the Board of Directors.

 

 

 

 

 

 

Section  4 - Removal

 

Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Corporation. In the event of death, resignation or removal of a Director, their successor shall be selected by the remaining member of the Board of Directors of the Corporation and shall serve for the un-expired term of their predecessor. Any Board Director may resign from the Board at any time by giving a written notice to the Secretary.

 

Section 5 - Compensation

 

No board Member shall receive compensation for any services they may render to the Corporation in performance of Board duties. However, any Board Member may be reimbursed for their actual expenses incurred in the performance of their duties.

 

Section 6 - Absences

 

Any Director properly notified and not properly excused from attending a meeting shall after three (3) consecutive absences be replaced by appointment by the Board.

 

ARTICLE VII

 

NOMINATION AND ELECTION OF DIRECTORS

 

Section 1 - Nomination

 

Nomination for election to the Board of Directors shall be made by a nominating  committee. The nominating committee shall consist of three (3) members of the Board of Directors appointed by the President of the Board, and approved by the board.

 

Section 2 - Election of Directors

 

Election of nominated Directors shall take place by the Board of Directors immediately proceeding the Annual Meeting of the Corporation.

 

 

 

 

 

 

 

 

 

 

 

ARTICLE VIII

 

MEETING OF THE BOARD OF DIRECTORS

 

Section 1 - Regular Meetings

 

Regular meetings of the Board of Directors and Executive Director shall be held, at such place and hour as may be fixed from time to time by resolution of the Board. Notice need not be given to the Directors.

 

Section 2 - Special Meetings

 

Special meetings of the Board of Directors and Executive Director shall be held when called by the President, or by any two Directors, after not less than three (3) notice to  each Director.

 

Section 3 - Quorum

 

A quorum of the Board of Directors and Executive Director shall be in attendance to transact business of the Corporation. A quorum shall consist of a simple majority of said Board of which the President is a member. Every act or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. The President may declare a quorum upon unanimous vote of the Board of Directors present providing the Executive Director is present or has provided a proxy.

 

ARTICLE IX

 

DUTIES OF THE BOARD OF DIRECTORS

 

It shall be the duty of the Board of Directors to:

 

a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting or upon written request by 25 members of the Corporation,

 

b. Supervise all officers agents, contracted entities of the Corporation and to see that their duties are properly performed,

 

c. Procure and maintain adequate liability and hazard insurance,

 

d. Cause all officers or contracted entities have fiscal responsibilities to be bonded as deeded appropriate.

 

 

ARTICLE X

 

OFFICERS AND THEIR DUTIES

 

Section 1 - Officers

 

The officers of this Corporation shall be a President, Vice President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board ma from time to time create by resolution.

 

Section 2 - Election of Officers

 

The Board shall convene a special meeting immediately after the annual meeting of the Corporation.

 

Section 3 - Term

 

The officers of the Board shall be elected annually by the board and each shall hold office for one year unless they shall sooner resign, or shall be removed or otherwise be disqualified to serve.

 

Section 4 - Resignation and Removal

 

An officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date or receipt of such notice or at any later time specified and acceptance shall not be necessary to make it effective.

 

Section 5 - Vacancies

 

A vacancy in any office may be filled by elected process by the Board. The officer elected to such vacancy shall serve for the remainder of the term of the officer they replace.

 

Section 6 - Duties of Board Officers

 

The duties of the officers are as follows:

 

President shall:

a. Preside at all meetings of the Corporation, the Board of Directors, and Executive         Committee.

b. Appoint the Board members as liaisons to each committee

c. Serve as Ex-Officio to those committees and delegate assignments not otherwise         provided for.

d. Shall report at the annual meeting of the membership on the activities or the         Corporation.

e. See that orders and resolutions of the Board are carried out; shall sign all leases,         mortgages, deeds and other written instruments.

 

Vice President shall:

a. Assume the duties of the President in the event of absence, incapacity or resignation of         the President, shall become the Interim President until elected process as noted in         Section 5.

b. Member of Executive Committee

 

Secretary shall:

a. Record the proceedings of all meetings of the Corporation, the Baord of Directors and         the Executive Committees.

b. Member of the Executive Committee

c. Be custodian of all these records in a book provided for this purpose.

d. Give notice of meetings, both regular and special.

e. Sign all Corporate documents when requested to do so by the Board.

f. Shall keep the Seal of the Corporation if said corporation adopts a Seal.

g. Maintain a current list of all members and their current mailing addresses and e-mail         addresses.

h. Have a copy of the By-Laws available at all meetings afor reference.

 

Treasure shall:

a. Receive all grants, pledges, contributions, proceeds of fund-raising activities, and         monies from any and all other sources whatsoever.

b. Be custodian of all funds of the Corporation

c. Maintain adequate financial records.

d. Deposit all monies received for the Corporation in an account or accounts opened at         the direction of the Board.

e. Make financial reports at each meeting of the Board and Annual membership meeting.

f. Make all financial reports as required to governmental bodies and agencies;

g. The treasurer, with the Finance committee, shall also develop an annual operating         budget. Such budget shall be approved by the Board prior to December 31st of         each year.

h. Serve as a member of Executive Committee.

 

 

 

 

 

 

 

 

 

 

 

ARTICLE XI

 

COMMITTEES

 

The Board of Directors shall appoint 5 standing committees as deemed approopriate in carrying out its purposes:

        1. Budget & Finance

        2. Facilities

        3. Programming

        4. Public/Relations/Publicity

        5. Executive

 

ARTICLE XII

 

BOOKS AND RECORDS

 

The books, records and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any member.

 

ARTICLE XIII

 

AMENDMENTS

 

These By-Laws may be amended, at a regular or Special Board meeting by a vote of a majority of a quorum of Board

 

In the case of any conflict between the Article of Incorporation and these By-Laws, the Articles of Incorporation shall supercede.

 

 

ARTICLE XVI

 

DISILLUSIONMENT

 

In the event of disillusionment of the Corporation, any monies held by the Corporation shall be given to a charitable non-profit corporation or organization. Funds will be distributed to any non-profit corporation r organization and may be selected by a democratic vote of the Board of Directors, provided such corporation or organization qualifies for Federal Income Tax Section 501c(3) status.