ARTICLE I: NAME

The name of the organization shall be Folknet: The Northeastern Ohio Folk and Traditional Music and Dance Society, hereafter known as Folknet. Folknet shall be organized under the Nonprofit Corporation Laws of the state of Ohio and as a charitable, educational, cultural, tax-exempt public organization within the meaning of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended (or any other corresponding provision(s) of succeeding law).

ARTICLE II: PURPOSE & METHODS

Folknet is a not for profit educational corporation whose purpose shall be to:

Nurture the development and expansion of a vibrant folk and traditional arts community of performers, organizations, and advocates;

Promote and preserve folk and traditional arts focusing on contemporary, traditional, and multi-cultural music and dance; and

Use all the resources available to it to achieve these goals.

The methods Folknet uses to strengthen and advance organizations, groups, and individuals involved with folk and traditional music, dance, and arts shall include:

Education to increase understanding of the rich variety, artistic value, cultural and historical significance, and continuing relevance of folk and traditional music, dance, and arts;

Networking to provide a bridge to and from folk and traditional music, dance, and arts organizations and needed resources, and to help those organizations link with their constituencies;

Advocacy to ensure the continuation and growth of folk and traditional music, dance, and arts by influencing decision makers and resource providers on the national, state, and local levels;

Field development to support, encourage, and strengthen the effectiveness of existing and newly forming folk and traditional music, dance, and arts organizations; and

Professional development to support, encourage, and strengthen the effectiveness of established and new folk and traditional musicians, dancers, and artists.

These purposes and methods may be realized by, but shall not be limited to, meetings of the general membership, executive committee, and other committees; publishing the newsletter or other publications of Folknet; sponsoring concerts, dances, festivals, programs, shows, conferences, seminars, workshops, lectures, classes, meetings, and publications; or working with or supporting other organizations in similar or related endeavors.

ARTICLE III: MEMBERSHIP & DUES

In the spirit of diversity, membership in Folknet is open to all persons (including persons of all races, religions, national backgrounds, or sexual preferences) and organizations that subscribe to and further the purposes of Folknet upon payment of the present year's dues. Membership entitles the member to receive such benefits as Folknet grants to members including, but not limited to, subscriptions to publications and discounts on activities or merchandise. In matters brought before the general membership by the trustees, all membership categories shall have one vote except for family memberships which have two votes and nonvoting memberships which do not have a vote.

Membership categories shall include:

Individual memberships,

Professional artist memberships available to individuals who receive payment for work in folk and traditional music, dance, or arts.]

Family memberships (family defined for this purpose as one or two adults sharing living facilities and their minor children),

Student memberships available to full-time students who present proper school identification at the time dues are paid,

Senior citizen memberships available to senior citizens who present Golden Buckeye cards (or their equivalent) at the time dues are paid,

Organizational memberships (for a business or other organization entitled to such benefits as Folknet grants to organizational members),

Patron memberships, and

Subscribing memberships with limited benefits.

No member of Folknet shall be personally liable to the creditors of Folknet for any indebtedness or liability, and any and all creditors of Folknet shall look only to the assets of Folknet for payment.

Annual dues shall be charged at such rate as the vote of the trustees shall decide for each calendar year.

A member must have paid dues for the current year to be considered a member in good standing, to be entitled to vote or hold office, or to receive other benefits of membership.

ARTICLE IV: MEETINGS

Robert's Rules of Order shall determine all procedural questions not otherwise determined in these bylaws.

There shall be general membership meetings at least twice a year which shall follow an agenda prepared by the executive committee including recommendations from the general membership. Such agendas shall include committee reports and other business referred from the trustees or from the executive committee for vote by the general membership of Folknet. Each voting member present shall have an equal vote (except that the president or chair of the meeting may only vote to break or make a tie) on issues presented with a majority vote of those members present required for passage. Following the general membership meetings, there shall be planned social gatherings of Folknet which may include, but shall not be limited to, jam sessions, dances, parties, concerts, festivals, or other educational or entertainment activities as may interest the membership and benefit the public, as set forth in the purpose of Folknet.

There shall be meetings of the trustees at least twice a year which shall follow an agenda prepared by the executive committee. Such agendas shall include committee reports and other essential business for the trustees for vote by the trustees of Folknet. Each trustee present shall have an equal vote (except that the president or chair of the meeting may only vote to break or make a tie) on issues presented with a majority vote of those trustees present required for passage. A quorum shall be defined as at least one-third of the current trustees. General members and interested individuals may attend the meetings of the trustees and may be called upon for special information, but they shall not have a vote. The trustees may go into closed door sessions if needed. These meetings may be run in conjunction with the general membership meetings of Folknet.

There shall be executive committee meetings at least six times a year with each executive committee member having an equal vote (except that the president or chair of the meeting may only vote to break or make a tie) on issues presented with a majority vote of those members present at regularly scheduled meeting required for passage. A quorum shall be defined as over 50% of executive committee members at a regularly scheduled executive committee meeting or at a specially scheduled meeting agreed upon by a majority vote of all the members of the executive committee. General members and interested individuals may attend the executive committee meetings and may be called upon for special information, but they shall not have a vote. The executive committee may go into closed door sessions if needed. These meetings may be run in conjunction with the general membership meetings of Folknet or the trustees meetings of Folknet. Business of the executive committee may also be conducted by polling all members of the executive committee in person, by phone, by e-mail, by fax, or by other such means as are available to the members with a majority vote of all members required for passage. However, individual executive committee members do have the option of requesting that the business being conducted in this manner be tabled until it can be discussed by the executive committee at a regularly or specially scheduled meeting. Such tabling may be overridden by a majority vote of all members of the executive committee handled in the same polling fashion as the original business.

The executive committee shall be empowered to transact the business of Folknet between meetings of the trustees of Folknet.

Minutes of each meeting shall be recorded by the secretary and printed in the next newsletter published.

ARTICLE V: TRUSTEES

As a nonprofit corporation, Folknet shall be a membership organization governed by a group of trustees who actively seek to be aware of and who mobilize to meet the requirements of the general membership. The corporate powers, property, and affairs of Folknet shall be exercised, conducted, and controlled by the trustees. The number of trustees at any time shall not exceed thirty (except that there may be additional honorary trustees).

Each trustee may be elected for no more than two consecutive terms, and each trustee who serves two consecutive terms shall not be eligible for immediate reelection, but must wait until at least the next election year before becoming eligible for reelection.

The trustees may appoint honorary trustees for one year terms. Honorary trustees shall have all the rights and responsibilities of elected trustees (including election to the executive committee) except that they shall not have a vote in matters brought before the trustees (or the executive committee).

Whenever a vacancy shall exist among the trustees due to resignation, death, or other reasons, the remaining trustees may fill the vacancy by election for the remainder of the term.

When a trustee has been absent from all meetings of the trustees held during any calendar year, the trustees may declare that position to be vacant.

Trustees may resign at any time by oral statement to that effect at a meeting of the trustees or by instrument in writing to that effect filed with the president or secretary.

Each trustee (excluding honorary trustees) shall have one vote in matters brought before the trustees (except that the president or chair of the meeting may only vote to break or make a tie) and each trustee shall have powers equal to those of any other trustee.

Collectively the trustees shall have authority to limit the powers and duties of all officers and committees, to delegate to any other officer or committee the duties of any officer or committee, and to control and remove any officer or any member of any committee.

ARTICLE VI: OFFICERS

The executive committee of Folknet shall consist of a president, a vice-president, a secretary, a treasurer, and seven managing trustees who are the other executive committee members.

It shall be the duty of the president to preside at all general meetings of Folknet and of the executive committee; to ensure that all standing and special committees have sufficient membership, and to recruit members for them based upon recommendation of the executive committee, the membership committee, or the general membership; and to ensure the observance of the bylaws of Folknet. The president may be an ex officio member of all committees.

It shall be the duty of the vice-president to assume the duties of the president in the absence of the president and to carry out any other duties delegated to the vice-president.

It shall be the duty of the secretary to keep a full and accurate record of the proceedings of all meetings; to give a written report of the minutes of previous meetings when called upon to do so; to provide needed information to the membership or the public as directed by the executive committee, including, but not limited to, printed agendas for upcoming meetings and printed minutes of past meetings; to attend to and/or review the correspondence of Folknet, where correspondence includes but is not limited to news, information, or opinion contributed to a newspaper or periodical that is not considered a Folknet publication; and to maintain election records for Folknet.

It shall be the duty of the treasurer to attend to the finances of Folknet, to collect dues and other moneys as shall come to Folknet and to hold them in trust, to expend such moneys as are ordered by the membership or the executive committee, to keep a full and accurate record of all transactions, to give a written report of finances at each general membership meeting and each executive committee meeting, to file and record all tax statements of Folknet, and to give any financial reports as may be required by law.

It shall be the duty of the seven managing trustees who are the other executive committee members to see to the day to day operation of Folknet in concert with the president, the vice-president, the secretary, and the treasurer of Folknet; with emphasis on representing the general membership.

ARTICLE VII: COMMITTEES

In addition to the executive committee, the following standing committees shall exist, working to implement the operation of Folknet according to the decisions of the executive committee, the trustees, and the general membership, with the duties and powers appropriate to their functions:

The publications committee shall be chaired by the newsletter editor and shall be responsible for recommending, researching, organizing, and implementing plans concerning the operation of the newsletter and other publications. The purpose of this committee is to keep the membership aware of the progress and activities of Folknet; to publish information for the membership and the community at large about folk and traditional music, dance, and arts in the area; and to help publicize Folknet's activities.

The events committee shall be responsible for recommending, researching, organizing, and implementing events held by Folknet so as to ensure the success of those activities through maximum participation by the public in the folk and traditional arts.

The finance committee shall be responsible for recommending, researching, organizing, and implementing creation and use of a budget for accurate financial management for Folknet.

The fundraising committee shall be responsible for recommending, researching, organizing, and implementing projects to raise funds for Folknet and its activities and for maintaining records and files on the success of fundraising projects.

The membership committee shall be responsible for recommending, researching, organizing, and implementing methods for increasing membership and keeping members active. The membership committee shall inform the community at large about the goals of Folknet; involve members of the community in the activities of Folknet, thereby increasing potential membership, while also expanding the base in the community of those interested in folk and traditional music, dance, and arts; orient new members, informing them of the benefits of membership and the opportunities for becoming active in Folknet; and conduct membership surveys to aid the committee in making recommendations for committee membership.

The planning committee shall be responsible for recommending, researching, organizing, and implementing ideas about the future directions Folknet may take.

The nominating committee shall operate as described in the section of these bylaws concerning elections.

The president may also establish such additional temporary committees as the trustees, the executive committee, or a meeting of the general membership shall direct.

The president may appoint chairpersons and members to committees subject to approval of the executive committee unless otherwise provided for in these bylaws. When committees are not composed of all appointed members, committees may be a mix of appointed and volunteer members, or committees may be formed of all volunteer members. When committees do not have an appointed chairperson, committees may select their own chairpersons or other officers by consensus or by election subject to the approval of the executive committee unless otherwise provided for in these bylaws. In the event that other members are needed for any committees, the president may recruit additional members and may ask the nominating committee for recommendations on any committee appointments.

ARTICLE VII: ELECTIONS

Each year, the president, subject to the approval of the trustees, shall appoint a nominating committee consisting of three or more general members including at least one who is a trustee to serve during the calendar year. It shall be the duty of this committee to consider all persons whose names shall be suggested by any member of Folknet for election as a trustee, to report their recommendations with respect to the election of such persons, to present a slate of names for trusteeship to succeed those whose terms shall expire in that year to be voted on by the trustees at an annual meeting of the trustees during the fourth quarter of each calendar year, to present a slate of names of trustees to be voted upon as members of the executive committee to succeed those whose terms will expire in that year, to nominate persons to serve as trustees or executive committee members whenever there shall be vacancies, to nominate persons for one year terms as honorary trustees, and to make sure that those nominated will accept the position if elected before putting their names on the slate of trustees or the slate of executive committee members. The nominating committee should conscientiously consider for nomination as trustees persons who share in the purposes and methods of Folknet and have resources that will strengthen Folknet. Nominations from trustees for open positions are also in order, but must be submitted to the Folknet secretary by specified deadlines so that the nominating committee may consider the candidate, report their recommendation on the candidate, and secure the approval of the candidate before the candidate's name is included on the official absentee ballot. Nominations will not be accepted from the floor at the time of elections.

At an annual meeting of the trustees during the fourth quarter of each calendar year, there shall be an election of trustees and an election of executive committee members. Voting shall be by secret written ballot. Votes shall be counted from the trustees present at the meeting as well as from those submitting official absentee ballots. The secret ballot may be waived on the request of the chair for unanimous consent when there is no contest to the slate of names for trusteeship presented by the nominating committee or separately when there is no contest to the slate of names for executive committee members presented by the nominating committee. New trustees shall take their offices on January 1 of the following year, serving for three years. New executive committee members shall take their offices on January 1 of the following year, serving for one year.

At the first meeting of the executive committee members after their election, the executive committee members shall elect by simple majority from their own members the officers of Folknet including the president, the vice-president, the secretary, and the treasurer of Folknet for the year with the other seven executive committee members becoming the managing trustees. All executive committee members are eligible for election or reelection to each of these positions. In order to provide the best continuity for Folknet by having officers in place for their full terms, this first meeting of the executive committee may take place between the time of the election of the executive committee members and January 1 of the following year with the only official business that the new executive committee members can act upon until January 1 being the election of officers.

In the event that a vacancy occurs in an office in the middle of a term for a trustee or a member of the executive committee, the trustees shall elect a new person to that position as soon as possible utilizing recommendations from the nominating committee.

There will be a special condition the first time that these elections of trustees and executive committee members from the ranks of trustees takes place since officers at the time it takes effect are serving two year terms in particular positions. Since that is the case, the nominating committee will recommend a slate of trustees divided as equally as possible between one year, two year, and three year terms. The nominating committee will also recommend a slate of executive committee members The first voting on this slate of trustees and of executive committee members will be done by the current executive committee members for the terms recommended by the nominating committee. This paragraph may be removed from the bylaws as soon as its conditions have been met since it will no longer affect the business of Folknet.

ARTICLE IX: OPERATIONS

The fiscal year of Folknet shall be the calendar year.

Except as otherwise provided by law, drafts, promissory notes, orders for the payment of money, check drafts against Folknet's checking account, and other evidences of indebtedness of Folknet shall be signed by two elected officers of Folknet. Contracts, leases, or other instruments executed in the name of and on behalf of Folknet shall be signed by two elected officers of Folknet. Unless authorized by the executive committee, the trustees, or the membership of Folknet, no officer, agent, or employee shall have any power or authority to bind Folknet by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Folknet may accept any contribution, gift, bequest, or devise for the general purposes or for any specific purpose of Folknet.

All books and records of Folknet shall be open to inspection by any member, or by the agent or attorney of any member, including the right to make extracts, at any reasonable time upon written request to the president or secretary of Folknet.

Folknet will not have or issue shares of stock. No dividend will be paid and no part of the income of Folknet will be distributed to its members, directors, or officers. However, Folknet may pay compensation in a reasonable amount to members or directors for services rendered.

In furtherance of its purposes, Folknet shall receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations herein set forth, use and apply the whole or any part of the income therefrom, and the principal thereof, exclusively for charitable, scientific, literary, music, cultural, or educational purposes either directly or by contributions to organizations which 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.

No part of the earnings of Folknet shall inure to the benefit of any trustee of Folknet, any officer of Folknet, any member of Folknet, or any private individual (except that reasonable compensation may be paid for services rendered to or for Folknet affecting one or more of its purposes), and no officer of Folknet, member of Folknet, or any private individual shall be entitled to share in the distribution of any of Folknet's assets on dissolution of Folknet.

Notwithstanding any other provisions of these bylaws, Folknet 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 its regulations as they now exist or as they may hereafter be amended.

Upon dissolution of Folknet or the winding up of its affairs, the assets of Folknet shall be distributed exclusively to charitable, scientific, literary, music, cultural or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

ARTICLE X: AMENDMENTS

These bylaws may be amended, altered, or repealed by action of the trustees at any regular or special meeting of the trustees, passed by an affirmative two-thirds majority vote of all trustees present if notice that amendment to these bylaws is to be considered at that meeting has been sent to all trustees at least seven days prior to the meeting.]

ARTICLE XI: DISSOLUTION

Upon dissolution of Folknet, all property, after payment of provision for debts, shall be distributed to and among organizations, corporations, trusts, associations, funds, or foundations organized and operated exclusively for charitable, scientific, literary, music, cultural, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.