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INDIANA GOSPEL MUSIC ASSOCIATION

PROPOSED BYLAWS REVISIONS

ARTICLE 1

Mission Statement

Our mission is: To promote the proclamation of the Gospel of Jesus Christ through gospel music ministries, encouraging fellowship, support, networking and development (both spiritual and artistic) to exalt the name of Jesus Christ.

ARTICLE 2

Offices

The principal office of the corporation shall be designated by the State Board of Directors or as the business of the Corporation may require.

ARTICLE 3

Membership

Section 3.1

Membership shall consist of those who have been admitted into membership by the State Board of Directors.

Section 3.2

The categories of membership shall be:

        Active Member

        Associate Member

        Church Member

        Honorary Member

Section 3.3 Active Membership

Active Members are individuals actively involved in gospel music ministries which may include, but are not limited to, soloists, groups, instrumentalists, songwriters, technical support (sound, recording, etc.) and promoters.

Section 3.4 Associate Membership

Associate Members are gospel music fans, supporters and those who love gospel music and want to be a part of a gospel music fellowship.

Section 3.5 Church Membership

Church Membership is open to all congregations who support gospel music and its ministries. No membership dues are required.

Section 3.6 Procedures for Obtaining Membership

      Application for Active Membership shall consist of the following:

          1. Completed Application Form

          2. Payment of Dues

          3. Personal Testimony

          4. Letter of Recommendation from Pastor

          5. Photo of Applicant

          6. Presentation of Abilities to be reviewed by the District and State Board of Directors

      Application for Associate Membership shall consist of the following:

          7. Completed Application Form

          8. Payment of Dues

      Application for Church Membership shall consist of the following:

          9. Completed Application Form

      An affirmative vote by a simple majority of the members present at a District meeting, in which an application is presented, shall be necessary for the recommendation of any applicant as an Active Member. The State Board of Directors shall review and approve said recommendation. Membership shall be considered in effect from the date of the District recommendation.

      The State Board of Directors may call any applicant for an interview regarding the decision of whether or not to accept or reject the applicant into the IGMA.

       

ARTICLE 4

Expulsion

Section 4.1

Before a member may be expelled from membership in IGMA, written charges must be signed by two or more members setting forth the nature of the charges and specifying the reason expulsion shall be in the best interest of the IGMA.

 

Section 4.2

A copy of such written charges shall be served on the member sought to be expelled either in person or by certified or registered mail, return receipt requested. Said notice shall state the date, the time, the place and three members of the State Board of Directors before whom the charges are to be heard. Said notice shall be served no less than ten (10) or more than thirty (30) days prior to the scheduled hearing.

 

Section 4.3

Said member that is sought to be expelled shall have the right to present evidence on his/her own behalf and to meet his/her accusers in the meeting with the three members of the State Board of Directors.

Section 4.4

When all of the evidence has been presented, the State Board of Directors shall meet in Executive Session to make their decision.

Section 4.5

A two-thirds (2/3) majority vote of the State Board of Directors present is required for expulsion, after which the member shall be notified of the State Board of Directors’ decision.

ARTICLE 5

Membership Dues

Section 5.1

Membership dues shall be established and adjusted from time to time by the State Board of Directors. At the present time, they shall be as follows:

        Active Membership -- $25 Annually (may include non-Active member spouse)

        Associate Membership -- $25 Annually (may include non-Active spouse)

        Church Membership – No Membership Fee; the church agrees to host at least one (1) event annually in which IGMA artists are featured.

Section 5.2 Lifetime Membership

Any member, active or associate, shall establish Lifetime Membership by multiplying the yearly dues by a factor of ten (10). This is a one-time fee.

 

ARTICLE 6

Eligibility Requirements for Consideration for Annual Awards

Section 6.1

There are four (4) general classifications for membership; however, paid active members may participate in more than one sub-category for consideration without additional assessment of fees (see 3.2, 3.3).

Section 6.2

Ministry Categories for consideration shall consist of, but not be limited to:

        Male Soloist

        Female Soloist

        Group

        Trio

        Duet

        Band

        Instrumentalist

        Songwriter

        Youth (under age 18)

        SonRise (those members with less than one year membership in IGMA)

The State Board of Directors shall designate award presentation details, with District input as to date, time, and location.

Section 6.3 Guidelines for Presentation for Consideration

        IGMA membership dues must be paid current, prior to entry deadlines.

        Ministries being considered for awards must have been a member for one (1) year or more prior to the presentation date (if district presentation is needed, then the date must be at least one (1) year prior to district presentation); those with less than one (1) year will be considered for the SonRise Award.

        Ministries participating must have attended a minimum of six (6) IGMA functions, state and/or District, except those in the SonRise category. Each appropriate secretary shall be required to submit an attendance roster, along with the minutes of the meeting/function each month to the IGMA State Secretary.

        Entry deadline shall be not less than 30 days prior to Presentation Date.

        In the Songwriter category, an IGMA member may submit a song for consideration that he/she wrote or co-wrote. The song must be original in lyrics and music.

        Songwriters being considered for award must have the original song performed live at the presentation day by an artist of his/her choice. Lyric sheets and musical score or chord chart must be available for consideration.

        When entering more than one category for consideration, recorded accompaniments must be available in electronically recorded format, e.g., mini-disc, CD, etc.; if using cassette, each song must be on separate cassette, cued and ready to play with the appropriate side marked. All cassettes or discs must be labeled clearly with name of participant and order of songs to be presented.

        In the event of a presentation format in which a single song is performed, no spoken introduction shall be utilized before, during, or after the participant’s performance unless the original song was copyrighted with a recitation. Each song presentation must be less than 6 minutes in length. No physical contact with members of congregation will be allowed, so participants should remain on platform/stage during presentation.

        The State Activities Chairperson shall serve as event coordinator and shall determine, designate, and communicate order of categories, presentations, etc., prior to the event. If district events are needed, the District Special Events Chairperson shall serve as coordinator.

        The order of categories shall be determined by the State Special Events Chairperson for state event; if district events are needed, the order shall be determined by the District Special Events Chairperson.

        Groups, Trios, and Duets shall not use recorded accompaniment with background vocals on them. This may detract from hearing the voices of each entry.

        Soloists may use recorded tracks with background vocals, but not live vocal backup.

        Instrumentalists may use soundtracks but shall refrain from using live accompaniment, lest they be overshadowed by live backup.

        In the event of using judges for any category of consideration, judges for state event shall be chosen from outside IGMA membership; district judges may be from IGMA members, but always from another district.

        The "Winners" shall be designated as such in each category for the period of one (1) year starting the January following the date of award.

ARTICLE 7

Meetings

Section 7.1 Election of State Executive Officers

This meeting shall take place at the Annual State Awards Banquet, which shall be prior to the November meeting of the State Board of Directors. Newly elected officers will be asked to attend the State Board of Directors Meeting held in November of that year to acquaint them with the procedures. State Officers shall assume the duties of office in January of the year following their election.

 

 

Section 7.2 Election of District Officers

Election of District Officers shall take place in the regular district meeting in the month of October. District Officers shall assume their respective duties in January.

Section 7.3 Special Meetings

Special meetings may be called by the President or by the Secretary upon the request of any three (3) members of the State Board of Directors.

Section 7.4 Place of Meetings

The Board of Directors shall designate any location in which to conduct the regular current business of the IGMA, with the consensus of a majority of Directors.

Section 7.5 Notice of Annual Meeting for Election of State and District Officers

A written or printed notice of the annual meeting for election of State Officers shall be delivered either electronically or by U.S. mail. This information shall be provided by the State Secretary to the District Presidents to be distributed to district members not less than fifteen (15) days or more than thirty (30) days prior to the date of the meeting. Such notice shall state the date, time, place and purpose of the meeting. Either the District President or District Secretary shall communicate district annual meeting in similar manner to district members.

ARTICLE 8

Voting

Section 8.1 Voting for Election of Officers

Except as otherwise provided in the Articles of Incorporation and in this section, every member in good standing shall be eligible to vote at the designated meeting for the election of State and/or District Officers in which that member resides. In either case, or both, a member may vote in person or by absentee ballot.

Section 8.2 Quorum for State Board of Directors Meetings

A majority of persons who are qualified as voting members shall be present in order to constitute a quorum. Those qualified to vote a the State Board Meetings are:

A. Elected State Board Officers

B. District Presidents

C. District Members-at-Large

If the District President and/or District Member-at-Large is unable to attend, then the following may represent the district and in the following order of preference:

        District Vice-President

        District Secretary

        District Treasurer

        District Special Events Chairperson

If less than a majority of those qualified to vote are present, the meeting may adjourn and reconvene at a later assigned date in which a quorum is present to conduct necessary business.

Section 8.3 Absentee Voting

At all meetings of members where a member is eligible to vote, such member shall be able to vote, such member shall be able to vote either in person or by absentee ballot. Said absentee ballot shall be executed in writing and delivered to the particular Secretary involved prior to the set meeting date either by U.S. mail or electronic transmission.

ARTICLE 9

Board of Directors

Section 9.1 General Powers

The business and affairs of the corporation shall be managed by the Board of Directors.

Section 9.2 Number, Tenure, and Qualifications

The State Board of Directors shall consist of the duly elected State Board Executive Officers, District Presidents, and one (1) Member-at-Large from each District. The State Board of Directors shall hold office for a term to be determined by a 2/3 aggregate vote of the IGMA membership, thus standardizing all terms of office.

Section 9.3 Regular Meetings

The State Board of Directors shall meet regularly no fewer than four (4) times each year, plus the Annual Meeting. It may also meet at any time necessary. Regular Board Meetings shall be set each year at the first Board Meeting of the elected officers. The State Secretary shall make confirmation of the Board Meetings at least ten (10) days prior to each regular meeting.

Section 9.4 Special Meetings

Special Meetings shall require the Secretary to give no less than five (5) days written notice or no less than forty-eight (48) hours notice by electronic transmission to said Board Members. The President or by the Secretary may call special meetings upon the request of any three (3) Board Members.

ARTICLE 10

State Officers

Section 10.1 Number

The State Officers of the Corporation shall be:

        President

        Vice-President (or such other number of Vice-Presidents as the general membership may elect from time to time upon recommendation by the State Board of Directors.

        Secretary

        Treasurer

        Membership Chairperson

        Special Events Chairperson

        Communications Chairperson

Section 10.2 Election and Term of Office

All State Officers shall be elected by the general membership and shall serve for a period of two (2) years unless removed for whatever reason.

Section 10.3 Removal

A State Officer may be removed from office at any time either by their voluntary resignation or involuntarily. The Board of Directors may remove any State Officer involuntarily when in its judgment the best interests of the corporation will be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or an agent shall not of itself create contract rights. Such removal shall not affect that person’s general membership right, either. Before a State Officer can be removed, there must be at least an affirmative vote of at least two-thirds (2/3) of the Board of Directors, after due notice of ten (10) days has been given to said State Officer sought to be removed of the intent to remove him/her and that said State Officer has been given an opportunity to attend the meeting at which said State Officer’s removal is to be sought, so he/she can be heard, if he/she wishes to oppose such action. Said State Officer may meet and cross-examine his/her accusers and said State Officer may be represented by counsel of choice at own expense, and may subpoena witnesses and books and records on said State Officer’s behalf.

Section 10.4 Filling Vacancies

A vacancy created by the death, resignation, removal, disqualification, or otherwise, of

any State Officer may be filled by the State President, but subject to the approval of the Board of Directors for the unexpired portion of that State Officer’s term of office.

Section 10.5 President

The President shall be the principal executive officer of the corporation and, subject to the counsel of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. When present, he/she shall preside at all meetings of the members and of the Board of Directors. The President may sign with the Secretary or other proper officer of the corporation thereunto authorized by the Board of Directors as to any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise executed. The President shall sign all Membership Cards prior to their issuance, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall appoint the State Chaplain. The President shall select a worthy member or members each year to receive the Don Moon/President’s Award.

Section 10.6 Vice-President

The Vice-President shall act in place of the President either during the President’s absence or at the President’s request or direction. The Vice-President shall receive nominations for consideration and oversee the selection of the Hall of Fame candidates.

Section 10.7 Secretary

The Secretary shall:

        keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose;

        see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

        be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;

        keep a register of the post office address and e-mail address (where available) of each member which shall be furnished to the Secretary by the Membership Chairperson and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to said officer by the President or by the Board of Directors.

Section 10.8 Treasurer

The Treasurer shall:

        have charge and custody of and be responsible for all funds and securities of the corporation;

        receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 12 of these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as form time to time may be assigned to said officer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10.9 Membership Chairperson

The Membership Chairperson shall:

        attend all meetings of the Board of Directors;

        be in charge of the preparation of Membership Cards for the President’s signature and their subsequent issuance;

        be responsible for maintaining current membership status and records and recommending notification to members when their membership is approaching the expiration date in time to allow them possible renewal where desired;

        furnish current membership information to the secretary to assist in keeping an up-to-date record of members;

        accept and process all original "Applications for Membership" and renewals thereof;

        make suitable and satisfactory investigations into all original applications from District Presidents or District Membership Chairpersons and then submit to the Board of Directors, along with any suggestions and recommendations thereon he/she may have in order to assist the Board of Directors in deciding whether to accept or deny said application and recommendation from the District. It should be understood that submitting an "Application for Membership" does not mean it shall automatically be accepted. Job description shall be further set forth at the direction of the Board of Directors.

Section 10.10 Special Events Chairperson

The Special Events Chairperson shall:

        attend all meetings of the Board of Directors;

        be in charge of all events sponsored by the State unless otherwise specified by the Board of Directors;

        be responsible to the Board of Directors for the results of said officer’s committees’ actions;

        be available on an advisory basis to the various districts when requested to assist them in special promotional activities. Additional duties may be assigned by the Board of Directors.

        The Board of Directors may assign additional duties.

Section 10.11 Communications Chairperson

The Communications Chairperson shall:

        be overall director of all communications (printed, electronic, media, etc.) of IGMA;

        be primarily responsible for maintaining the IGMA website. Additional responsibilities shall consist of coordinating all facets of the communications, such as but not limited to advertising, brochures, flyers, media, etc., in coordination with other Chairpersons as occasions require. Other activities shall be at the direction of the Board of Directors.

Section 10.12 Manner Acting

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10.13 Action without a Meeting

Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

Section 10.14 Presumption of Assent

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail or electronic transmission to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE 11

District Officers

Section 11.1 Number

The District Officers shall be:

        President

        Vice-President

        Secretary

        Treasurer

        Special Events Chairperson

        Member-at-Large

Section 11.2 Election and Terms of Office

All of the District Officers of each respective District shall be elected by the general membership of that particular District, and shall serve for a period of two (2) years unless sooner removed for whatever reason.

 

Section 11.3 Regular Meeting

The various Districts shall meet regularly no fewer than six (6) times per year, plus their annual meeting for election of officers. It is recommended that they meet monthly.

Section 11.4 Special Meetings

The respective President or Secretary may call special meetings from time to time for each District upon request of five (5) or more members in that particular District. Any District’s general membership may be called into a meeting upon written request by the State President to the said District’s President, setting forth the nature and general reasons for calling the meeting, and the District President shall then call the Special Meeting as prescribed, stating that it is for and on behalf of the State President.

Section 11.5 Removal

Any District Officer may voluntarily resign at any time. Such resignation alone shall not affect his/her general membership rights. Any District Officer may be removed involuntarily by the State Board of Directors when, in its judgment, the best interests of the corporation can be served thereby. Before any State Board of Directors can hear such removal proceedings, the District Officers for the particular District involved shall first have passed a resolution by a majority vote to file a written request with the State President setting forth the name of the particular officer involved in that District and the reasons why his/her removal is sought. Thereafter, the removal procedures set forth in Section 10.3 shall apply where applicable. However, the vacancy created by said removal shall be filled according to Section 11.6 below.

Section 11.6 Vacancies

A vacancy created in any District Office because of death, resignation, removal, disqualification or otherwise, may be filled by the vote of that particular District’s general membership at a general or special meeting for the unexpired portion of that District Officer’s term.

Section 11.7 President

The President of each District shall be the chief executive officer for that District, and shall preside over all District meetings. In the President’s absence or at the President’s request, the District Vice-President shall preside. The Preside shall see that all business of the District is carried into effect by Committees or otherwise, subject, however, to the right of the District Directors. The President shall have authority to delegate responsibility in order to achieve the necessary results of effective operation of the District. The President shall be responsible to the State Board of Directors for the proper performance of said officer’s duties.

 

Section 11.8 Vice-President

The District Vice-President for each District shall function in place of that District President, during the President’s absence or at the President’s request. The Vice-President shall also issue or cause to be issued notice of all District Meetings to that District’s General Membership as required by these Bylaws.

Section 11.9 Secretary

The District Secretary shall attend all meetings of that District and keep the Minutes. The Secretary shall also perform such other duties as may be prescribed from time to time by the President and District Directors, including an accurate record of the attendance of the general membership of the District, submitting the minutes and attendance records to the State Secretary as outlined in Section 7.3.

Section 11.10 Treasurer

The District Treasurer shall have the custody of that District’s funds and shall be responsible for full and accurate account of all receipts and disbursements in books belonging to that District and be subject to a yearly audit by the State Board of Directors. The Treasurer shall be responsible for that District’s checking account at a bank to be selected by that District’s Directors. The Treasurer, cooperating with the Secretary, shall be responsible for submitting all membership applications, with appropriate monies, to the State Membership Chairperson on a monthly basis. If required by the District’s Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 11.11 Special Events Chairperson

The District Special Chairperson shall attend all meetings of that District and shall be in charge of all events sponsored by that District unless otherwise specified by that District’s Directors, and shall be responsible to that District’s Directors for the results of any Special Events Committee’s actions. Additional duties may be assigned by that District’s Directors.

Section 11.12 Member-At-Large

The District Member-At-Large shall attend all meetings of that District and all meetings of the State Board of Directors, and in general perform all the duties incidental to the office of Member-At-Large and such other duties as from time to time be assigned to said officer. The Member-At-Large is to be elected from that District’s general membership in good standing.

 

 

 

ARTICLE 12

Contracts, Loans, Checks and Deposits

Section 12.1 Contracts

The State Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 12.2 Loans

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the State Board of Directors. Such authority may be general or confined to specific instances.

Section 12.3 Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such names as shall from time to time be determined by resolution of the State Board of Directors.

Section 12.4 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the State Board of Directors may select.

ARTICLE 13

Fiscal Year

Section 12.1

The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE 14

Waiver of Notice

Section 14.1

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Indiana Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 15

Loans to Corporation

Section 15.1

A member may loan money to the corporation. Any such member may have such money so loaned by him/her to the corporation returned or repaid to him/her at such times and under such conditions as the corporation and such member may determine and agree upon, but no such member shall receive more than the principal sum of any money so loaned, together with simple interest at a rate not to exceed lawful interest rates as prescribed by statute at that particular time. Said loan shall be evidenced by written obligations showing the amount of the loan and the full particulars as to when it was incurred. This corporation shall not make any advancement for services to be performed in the future, or make any loan of money or property to any officer or director of the corporation.

ARTICLE 16

Amendments

Section 16.1 Articles of Incorporation

This Corporation may at any time amend its Articles of Incorporation without limitation, so long as the Articles, as amended, would have been authorized as original Articles by complying with the applicable laws then in effect.

Section 16.2 Bylaws

The Board of Directors may alter, amend or repeal these Bylaws, or adopt new Bylaws at any regular or special meeting of the Board of Directors. This action shall be ratified by a majority aggregate (total of all voting membership) vote of membership.

ARTICLE 17

Dissolution

Section 17.1

If this corporation for any reason is dissolved, whether it be on a voluntary or involuntary basis, after having complied with all lawful requirements to effect such dissolution, such as collecting all the corporate assets and reducing them to corporate possessions and making such conveyances and transfers as the corporation desires to reduce the same to cash or other form, and after paying or discharging all the corporate debts and liabilities, and after distributing the remaining corporate assets and property among the members in such manner as to pay any member of the corporation the amount financed or loaned to the corporation by him/her, together with the simple interest at the rate not to exceed lawful interest rates as prescribed by statute at that particular time, and after which any member may receive an amount equal to the amount paid in by him/her as membership dues or otherwise, together with simple interest at the rate not to exceed lawful interest rates as prescribed by statute at that particular time, and if any assets still remain after distribution in said manner, said assets shall be distributed as follows:

The corporation may transfer all of its then remaining assets, if any, after distribution has been made, as hereinbefore set forth, to any other not-for-profit corporation organized for purposes substantially the same as those of this corporation, regardless of the state under which the distributee corporation was incorporated and finally all of the corporate assets or any remaining after distribution has been made as hereinabove set forth, said assets shall escheat to the State of Indiana and be paid into the general treasury to the Treasurer of the State.