Paris Blues Society

Bylaws

Paris Blues Society, Inc.

ARTICLE 1

NAME AND PURPOSE

1.1 Name. The name of the corporation is "Paris Blues Society, Inc."

1.2 Purpose. The Corporation is organized for charitable, literary, and educational purposes. The Corporation is created solely as an organization described in section 501(c)(3) and exempt from taxation under section 501(a) of the IRS Code, or corresponding provisions hereinafter in effect. The Corporation shall be operated exclusively for such purposes; no part of its net earnings shall inure to the benefit of any member, director or individual; no part of its activity shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

1.3 Offices. The principal office of the Corporation shall be located in Paris, Texas. The Corporation also may have offices at such other places both within and without the State of Texas as the Board of Directors (the "Board") may from time to time determine or the business of the Corporation may require.

ARTICLE 2

ETHICS AND NONDISCRIMINATION POLICY

2.1 Ethics Clause. Paris Blues Society Board members and Officers will conduct themselves in a gracious, dignified, and honorable manner, reflecting their positions on the Board when working with members, sponsors, and other Board members.

A Board member or Officer of the Paris Blues Society may not suggest, request, or solicit gifts of any kind from a sponsor or potential sponsor of the Paris Blues Society; including but not limited to free meals, drinks, tickets, entry to festivals, etc., without written consent of the Board. A Board member or Officer will at all times maintain a level of public decorum reflecting his/her responsibilities as a representative of the Paris Blues Society while attending sponsor events or Paris Blues Society-sponsored events.

Board members are prohibited from using the influence of the Paris Blues Society for any personal gain or political influence.

A Board member must abstain from any vote taken by the Board that will result in personal gain for that Board member.

Complaints received from members, sponsors, or potential sponsors regarding ethics violations will be investigated by a committee set up by the Board. This committee will investigate the complaint and suggest corrective action, if required, to be taken by the Board to resolve the issue.

2.2 Nondiscrimination Policy. The Paris Blues Society does not and will not discriminate against any person or organization because of race, color, creed, religion, gender, sexual orientation, or national origin.

ARTICLE 3

MEMBERSHIP AND PARTICIPATION

3.1 Prospective members must tender written application for membership to the Society by either completing and returning the Society’s standard application form or otherwise providing all information requested thereon.

3.2 All members must pay annual dues as determined by the Board and otherwise comply with conditions set forth in this document.

3.3 The following types of membership shall be available through the Society:

A. Active Member. Any person interested in promoting the purposes of the Society may become an Active Member, and shall be entitled to all Society privileges, including the eligibility to hold office, unless otherwise prohibited within this document.

(1) Single Membership is provided for individuals. Children under 18 years of age and residing at home shall enjoy membership privileges and discounts to the extent that these are offered, but shall not be eligible to hold office.

(2) Family Membership shall include spouses or domestic partners and up to two children. Children under 18 years of age and residing at home shall enjoy membership privileges and discounts to the extent that these are offered, but shall not be eligible to hold office.

(3) Blues Supporter Membership is provided for individuals. This membership is the same as a Single Membership, but also includes extra incentives, such as a t-shirt and/or magazine subscription, which shall be determined by the Board.

(4) Honorary Membership. Any person having gained eminence on behalf of the blues, or any person duly deemed worthy of commensurate Society esteem may be elected as an Honorary Member by a unanimous vote of the Board. Honorary Members shall be exempt from the payment of Society dues. An Honorary Member shall have the eligibility to hold office, unless otherwise prohibited within this document.

B. Other memberships. These memberships shall enjoy membership privileges and discounts to the extent that these are offered, but shall not be eligible to hold office. An individual who wishes to hold office must also have a membership that qualifies them to be eligible.

(1) Band Membership shall include all members of a band. Bands with a membership with the Paris Blues Society shall have special recognition on the bands listing page of the Paris Blues Society website.

(2) Corporate Membership. Any corporation or business is eligible for this membership. Corporate Members receive special recognition on the Paris Blues Society website. Corporate Members also will be recognized at Paris Blues Society events.

3.4 The membership of the Society shall not be restricted in number.

ARTICLE 4

SOCIETY DUES

4.1 Annual dues for membership shall be determined by the Board. Annual dues shall be payable during the anniversary month of original membership and shall be considered delinquent if not paid by the first day of the succeeding month. All membership privileges shall lapse thirty (30) days after becoming delinquent. Members who allow their membership to lapse shall be treated as new applicants, if applying for membership at a later date.

4.2 All members whose membership was initiated by August 1, 2007, shall be considered Founding Members of the Society. Founding Members who allow their memberships to lapse shall forfeit Founding Member status, unless said member has maintained membership in good standing for five (5) consecutive years.

ARTICLE 5

BOARD OF DIRECTORS

5.1 Members. The members of the Board shall be all four Officers plus three Directors.

5.2 Election of Directors. The Directors shall be elected, along with the Officers, at the Annual Meeting by the Board and the Advisory Council by secret ballot.

5.2 Qualifications of Directors. Directors must be members of the Society in good standing and must be at least 18 years of age.

5.3 Board Meetings. Meetings of the Board shall be held quarterly on a date and at a place to be determined by the President. At least seven (7) days advance notice shall be given by the Secretary or other designee of the President for each meeting.

5.4 Quorum for Meeting. A majority of the Directors shall constitute a quorum for the transaction of business at all meetings convened according to these bylaws.

5.5 Proxies. A Director may vote at a meeting of the Board by proxy executed in writing by the Director and delivered to the Secretary of the Corporation at or prior to such meeting; however, a Director present by proxy at any meeting of the Board may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless otherwise irrevocable by law.

5.6 Open Board Meetings. Board meetings shall be open to all Society members in good standing, who shall be entitled to a voice but no vote.

If a member in good standing that has a valid reason for addressing the Board at a regular Board meeting, that member must first clear his/her attendance with the President by submitting his/her request in writing, with the subject of his/her concern, no less than seven (7) days before the Board meeting. The member will then be assigned time on the agenda to address the Board. No member may address the Board without prior approval.

5.7 Special Board Meetings. Special Board of meetings may be called by the President or at the request of four members of the Board. Seven (7) days written notice shall be given by the Secretary to all Directors prior to these Board Meetings.

5.8 Committees reporting to the Board. Chairpersons of all committees shall attend Board meetings upon seven (7) days request of the Board in writing or by e-mail to report on the ongoing status of any committee currently engaged in any activity by the Society.

5.9 Vacancies. Vacancies on the Board caused by the resignation or removal from office by a majority vote of the Board shall be filled by a member selected on either a temporary or permanent basis by the Board to complete the unexpired term of office.

5.10 Number of Directors. The number of Directors may be increased or decreased by amendment to these Bylaws in the manner set forth herein. When the number of Directors is decreased by such an amendment, each Director then in office shall continue to serve until expiration of his/her term or until his/her death, resignation, or removal, whichever occurs first.

5.11 Attendance Requirements. Directors shall not miss more than two (3) quarterly Board meetings per year. Any Director who does so shall, at the Board’s discretion, be disqualified from office and a replacement chosen by the Board for the unexpired term of the Director.

5.12 Terms. The term of office of a Director shall be two (2) years in the same office.

5.13 Term Limits. The limit on number of terms a Director may serve in the same office is two (2) terms. A Director will be eligible for election to the same office served after a period of one year out of that office.

5.14 Resignation. Each Director shall have the right to resign at any time upon written notice thereof to the President or Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

5.15 Removal. The Board may remove at any time any Director when such removal is determined by the Board to be in the best interest of the corporation. Such determination shall be made by an affirmative vote of a majority of the members of the Board at any meeting of such board. A Director so removed from office by the Board may not be reappointed, but may stand for election at the next Annual Meeting.

5.16 Action by Consent in Writing. Any action required or which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board. E-mail correspondence may qualify as a signature.

ARTICLE 6

ADVISORY COUNCIL

6.1 Appointment. Appointment to the Advisory Council shall be made by the Board at the Annual Meeting by a majority vote of the Board.

6.2 Number of members. The number of members of the Advisory Council shall be determined by the Board and is not limited in number.

6.3 Qualifications. Members of the Advisory Council must be members of the Society in good standing and must be at least 18 years of age.

6.4 Advisory Council Chairman. The Advisory Council shall select a Chairman of the Council among the members of the Advisory Council. The Chairman of the Advisory Council shall attend Board meetings and shall have a voice but no vote. The attendance of the Advisory Council Chairman will not count toward the determination of a quorum at Board meetings.

6.5 Annual Meeting. The members of the Advisory Council shall attend the Annual Meeting, held between March 1 to March 31 of each year, along with the Board. Each member of the Advisory Council shall have a vote on any Officer and Director elections at the Annual Meeting. The members of the Advisory Council shall have a voice but no vote on all other matters at the Annual Meeting.

6.6 Advisory Council Meetings. Advisory Council meetings may be called by the President or at the request of the Advisory Council Chairman. Seven (7) days written notice shall be given by the Secretary to all Advisory Council members prior to these meetings.

6.7 Vacancies. Vacancies on the Advisory Council caused by the resignation or removal from office by a majority vote of the Board shall be filled by a member selected on either a temporary or permanent basis by the Board to complete the unexpired term of office. A member of the Advisory Council so removed from office by the Board may not be reappointed, but may be eligible for appointment at the next Annual Meeting.

6.8 Resignation. Each member of the Advisory Council shall have the right to resign at any time upon written notice thereof to the President or Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

6.9 Removal. The Board may remove at any time any member of the Advisory Council when such removal is determined by the Board to be in the best interest of the Corporation. Such determination shall be made by an affirmative vote of a majority of the members of the Board at any meeting of such board.

6.10 Terms. The term of office of an Advisory Council member shall be one (1) year on the Council without term limits.

ARTICLE 7

OFFICERS OF THE SOCIETY

7.1 The officers of the Society shall consist of a President, a Vice President, a Secretary and a Treasurer, to be elected by the Board and the Advisory Council at the Annual Meeting for a term of two years.

7.2 Qualifications. Officers must be members of the Society in good standing and must be at least 18 years of age.

7.3 Office of the President. The President shall be the Chief Executive Officer of the Society and shall administer the operation of the Society and shall preside at all Society and Board meetings. He/she shall be an ex-officio member of all committees except the Nominating Committee. He/she shall call extra business meetings as required, appoint committees not otherwise provided for, and shall perform all other duties normally required by the office.

7.4 Office of the Vice President. The Vice President shall assist the President in the discharge of assigned duties and preside in the absence of the President and temporarily fill vacancies in other offices when necessary.

7.5 Office of the Secretary. The Secretary shall record all Society meetings, keep the minutes of all Board meetings, have charge of all Society papers, keep such records, make such reports, disperse all membership information, and perform other such duties as are incidental to the office. The Secretary also shall keep and maintain all membership records and notify members when their membership dues are due.

7.6 Office of the Treasurer. The Treasurer shall keep accurate accounts of all financial transactions of the Society, shall receive and disperse all monies, and shall pay all bills justly accrued by the Society. The Treasurer’s accounts shall be audited periodically by the Board or by an individual or a firm selected by the Board.

7.7 Vacancies. Vacancies of the Officers caused by the resignation or removal from office by a majority vote of the Board shall be filled by a Director selected on either a temporary or permanent basis by the Board to complete the unexpired term of office. An Officer so removed from office by the Board may not be reappointed, but may stand for election at the next Annual Meeting.

7.8 Number of Officers. The number of Officers may be increased or decreased by amendment to these Bylaws in the manner set forth herein provided. When the number of Officers is decreased by such an amendment, each Officer then in office shall continue to serve until expiration of his/her term or until his/her death, resignation, or removal, whichever occurs first.

7.9 Attendance Requirements. Officers shall not miss more than three (3) Board meetings per year. Any Officer who does so shall, at the Board’s discretion, be disqualified from office and a replacement chosen by the Board for the unexpired term.

7.10 Resignation. Each Officer shall have the right to resign at any time upon written notice thereof to the President or Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

7.11 Removal. The Board may remove at any time any Officer when such removal is determined by the Board to be in the best interest of the corporation. Such determination shall be made by an affirmative vote of a majority of the members of the Board at any meeting of such board.

7.12 Terms. The term of office of an Officer shall be two (2) years in the same office.

7.13 Term Limits. The limit on number of terms an Officer member may serve in the same office is two (2) terms. A Officer will be eligible for election to the same office served after a period of one year out of that office.

ARTICLE 8

FISCAL YEAR

The Fiscal Year. The fiscal year of the Society shall commence on March 01 and shall end on the last day of February of the following year.

ARTICLE 9

RULES OF PROCEDURE

When not otherwise herein provided, Robert’s Rules of Order, Newly Revised, shall govern all procedures at Board or Society meetings.

ARTICLE 10

BYLAW AMENDMENTS

These bylaws may be amended by the Board at any meeting of the Board by the affirmative vote of a majority of all the Directors, provided that notice of the proposed amendment shall have been given to each Director in writing at least 10 days prior to such meeting. Prior notice to the Directors of any proposed amendment shall not, however, be necessary at any meeting of the Board at which two-thirds of the directors are present.

ARTICLE 11

INDEMNIFICATION OF DIRECTORS AND OFFICERS

11.1 Indemnification. Article 1396-2.22A of the Texas Non-Profit Corporation Act (the "Article") permits the corporation to indemnify its present and former Directors and Officers to the extent and under the circumstances set forth therein. In addition, in some circumstances, indemnification is required by the Article. The Corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Article promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determination may be specifically enforced by resort to any court of competent jurisdiction. Further, the corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceedings to the fullest extent permitted by the Article and subject to the conditions thereof.

11.2 Insurance. The Corporation may purchase and maintain a surety bond on behalf of any person described in paragraph 11.1 against any liability asserted against him/her and incurred by him/her in a capacity described in paragraph 11.1 or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this Article 11.

ARTICLE 12

CONTRACTS, CHECKS, AND DEPOSITS

12.1 Contracts. No contract may be made in the name of the Corporation without the approval of the Board. Such approval may be granted in general or confined to specific instances.

12.2 Loans. No loan may be made on behalf of the Corporation unless authorized by the Board in writing.

12.3 Disbursements. The President shall approve the writing of all checks or payment of money by the Corporation for all amounts under $200.00. The Board must approve the writing of all checks or payment of money by the Corporation in of the amount of $200.00 and over. The President and Treasurer’ signature is required on all checks. Dispersal of petty cash shall adhere to guidelines established by the Board.

12.4 Banking. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or trust companies or other depositories as the Board may select.

ARTICLE 13

GENERAL PROVISIONS

13.1 Books and Records. The corporation shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of the meetings of the Board and committees.

13.2 Seal. The Board may adopt a corporate seal to be in such form and to be used in such manner as the Board shall direct.

13.3 Committees. The activities of the Corporation shall be carried out by committees. The structure and configuration of the committees shall be determined by the Board of Directors. Each committee will operate under the guidance of a Committee Chairperson within parameters defined by its charter, a written statement of its goals and operations. All Committee Chairpersons will be assigned by the Board. No committee shall engage in any activity beyond the scope of its charter without the approval of the Board. Committees shall regularly report to the Board as prescribed by the Board. The Board shall provide guidance and assistance to the Committee Chairpersons.

CERTIFICATE

I, the undersigned Secretary of the Paris Blues Society, Inc., a Texas nonprofit corporation, do hereby certify that the foregoing bylaws were duly adopted at a properly called meeting of the members on the date hereof by a majority vote of all members attending such meeting.

Dated: 2007.

/ S /
Secretary

For more information on the Paris Blues Society contact Ron Hervey at rhervey@parisbluessociety.com.