Virginia Country Music Hall of Fame and Museum Inc.
ARTICLE I TITLE AND OBJECTIVES
Section 1 Organization – This organization shall be known as the WEST VIRGINIA COUNTRY MUSIC HALL OF FAME AND MUSEUM
a corporation. Its principal office shall be located in Marion County, West Virginia.
Section 2 Purpose – The purpose of the association is to:
and honor those who have used their talents to promote and encourage Country Music.
b. provide a suitable environment for displaying memorabilia and other artifacts related to the musical heritage of this
c. find, cultivate, educate and encourage new talent.
d. provide a suitable environment for musicians and fans to meet and enjoy country music
Section 3 Non-Partisan – This Association shall be non-partisan, non-political, non-sectarian, Non-profit,
ARTICLE II MEMBERSHIP
Section 1 Classification – Membership in the Association shall be of four classes: Active, Junior, Honorary and Lifetime.
a. AN ACTIVE MEMBER shall be any person, above the age of eighteen (18) years, who shall have paid the dues established
by the Board of Directors from time to time. Active Members joining the Association
shall be considered probationary for a period of ninety (90) days, and must attend at least sixty percent (60%) of the Association’s
meetings before voting privileges will be recognized. Each Active Member shall have one (1) vote.
JUNIOR MEMBER shall be any person, under the age of eighteen (18) years, who wishes to support the purposes and activities
of this Association, and who shall have paid the dues established by the Board of Directors from time to time. A Junior Member shall not have voting privileges nor be eligible for election to office.
HONORARY MEMBER shall be an individual who has rendered exceptional service to this Association. An Honorary Member shall be exempt from payment of dues, but shall not have voting privileges nor be eligible
for election to office.
d. A Lifetime MEMBERSHIP may be presented to an individual who has rendered exceptional service to this Association. A Lifetime Member shall be exempt from payment of dues, but shall have voting privileges.
Lifetime memberships shall be determined by the Board of Directors.
Section 2 Dues – Active and Junior Members shall pay annual dues in an amount to be determined by the Board of Directors.
Dues shall be payable throughout the year. Memberships shall run from January 1 to December 31 each year.
ARTICLE III MEMBERSHIP
Section 1 Annual Meeting – The Annual Meeting
of the members of the Association shall be held on the second (2nd) Saturday of December of each year, the time and place
to be determined by the Board of Directors.
Section 2 Regular and Special Meetings –
a. Regular membership meetings shall be held in the months of Feb., April,
June, Aug., Oct., Nov., and Dec. as determined by the Board of Directors.
b. Special membership
meetings shall be held as determined by the Board of Directors.
Section 3 Notice – The Board shall cause a written notice of all membership meetings to be mailed to each member at
least ten (10) days prior to the time of the meeting. The notice shall state
the purpose of the meeting and contain a brief outline of the matters to be presented for consideration.
Section 4 Quorum – At all meetings of the general membership 25% of the Active Members attending shall constitute a
ARTICLE IV BOARD OF DIRECTORS
Section 1 Authority – The government of the Association, the direction of its work, the control of its property, and
the control, collection, and expenditure of its funds shall be vested in a Board of Directors.
Section 2 Composition – The Board of Directors shall be composed of nine (9) Active Members, three (3) of
which shall be elected each year for a term of three (3) consecutive years.
The current 2011
Board of Directors will continue their terms. Further elections will continue as according to these by-laws.
Section 3 Nomination – Any Active Member, that has voting rights, shall be eligible for nomination and election
to the Board of Directors. Nominations will take place at the November membership meeting.
Section 4 Election of Board of Directors – The Board of Directors shall be elected by the membership at
the annual meeting. Their terms of office shall begin on the 1st day of January
following their election and shall run as set forth in ARTICLE IV, Section 2.
Section 5 Vacancies – Vacancies in the Board of Directors may be filled by majority vote of the
Directors present at any meeting of the Board of Directors. Any director who submits his resignation at anytime will be ineligible
to run for any position on the Board of Directors for a period of three (3) years.
Section 6 Meetings – The Board of Directors shall meet regularly, once a month, at such time and place as
shall be determined by resolution as adopted by the Board. Special meetings may
be held at such times as determined by the Board of Directors or the same may be called by the President or Vice President,
Section 7 Quorum – A minimum of five (5) members of the Board of Directors shall constitute a quorum for the transaction
Section 8 Attendance – Any member of the Board of Directors who fails to attend at least seventy-five percent
(75%) of the meetings of the membership or the Board of Directors, or who is absent from more than two (2) regular meetings
in succession, shall, at the discretion of the remainder of the Board of Directors, be deemed to have resigned his membership
on the Board of Directors.
ARTICLE V OFFICERS
Section 1 Officers – The officers of this Association shall consist of a President, a Vice President, a Secretary,
and a Treasurer. All officers shall be elected by the Board of Directors from
its membership. Such election shall take place at a December meeting of the Board
of Directors immediately following the annual meeting and such officers shall hold office during the calendar year immediately
following their election.
Section 2 President – The President shall, at the annual meeting of the members and such other times as he shall
deem proper, communicate to the members or Board of Directors such matters and make such suggestions as may, in his opinion,
tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily
instant to the office of President or as may be prescribed by the Board of Directors.
The President shall exercise the general supervision over the affairs of this Association. He shall be the chief administrative and operating officer of the Association with responsibility for the
management and direction of all operations, programs, activities, and affairs of the Association, functioning within the framework
of policy aims and programs as generally determined by the Board of Directors. The
President shall preside at all meetings of the Board of Directors and the membership and cast the deciding vote in case of
Section 3 Vice President – The Vice President of this Association shall have such powers and duties as shall be
assigned from time to time by the President with the consent of the Board of Directors.
He shall act as President in the absence of the President, and, when so acting, shall have all the power and authority
of the President.
Section 4 Secretary – The Secretary, or his designee, shall keep a record of the proceedings of this organization and
of the Board of Directors and shall issue notices for meetings of this organization and of the Board of Directors. He, or his designee, shall keep an accurate list of the members.
Section 5 Treasurer – The Treasurer shall have charge of all funds of this organization. He, or his designee, shall send out all notices requiring the payment of fees or other charges, shall collect
the same, shall deposit all moneys received by him from any source in such bank or trust company as may be designated by the
Board of Directors, and shall keep full and accurate accounts thereof and of all other financial matters of this organization. He shall render a full report whenever required by the Board of Directors. His books and accounts shall, at all times, be open to the Board of Directors and to such persons as the
Board may designate to inspect the same. The funds of this organization shall
be in the hands of the Treasurer and/or of such other officer or agent as the Board of Directors may from time to time designate.
Section 6 Vacancy - Whenever any vacancy shall occur in any office of this Association,
by reason of death, resignation, incapacity, or otherwise, the vacancy may be filled by the Board of Directors.
ARTICLE VI FUNDS
Section 1 Disbursements – All funds of the organization shall be under the direction and control of the Board
of Directors. A bank account for this Association’s funds shall be established
at a bank or banks directed by the Board of Directors. Checks drawn on said account
or accounts shall require the signatures of two (2) officers, one of which shall be the President or Vice President and the
other of which shall be the Secretary or the Treasurer but not from the same family or the same household.
Section 2 Fiscal Year – The fiscal year of the Association shall be from the 1st day of January to the 31st day
of December of each calendar year.
Section 3 Annual Review of Financial Records – An annual review of the financial
records shall be done yearly according to the following procedure:
a. A review committee shall be appointed by the Board of Directors.
b. The review shall be completed by March 31 of each year for the previous year’s records.
c. Financial records shall be provided by the treasurer and received by the review committee by February 15, prior to
the completion deadline of March
d. The review shall consist of :
1. Proof of monies received (envelopes with signatures, etc.)
Proof of monies deposited.
Monies received must equal monies deposited.
Ledger or computer printout of all bookkeeping of income and expenditures shall be kept.
5. Monthly bank statements shall be reconciled to the check book.
6. A review of invoices to the check book shall be done. This review will check for bookkeeping accuracy, inappropriate,
unauthorized or questionable expenditures of any other discrepancies.
e. A written report by the review committee shall address any errors or weaknesses found. All financial records and reports
should follow generally accepted accounting procedures.
f. Record of the annual review shall be maintained in the office of the association and be available during regular business
ARTICLE VII PROGRAM COMMITTEE
Section 1 Program Committee – A Program Committee shall be appointed by the Board of Directors.
Section 2 The Program Committee shall be responsible for setting up the program schedule of each performance and
selecting the master of ceremonies for the performances. The Program Committee
shall select its own chairperson.
Section 3 The Program Committee shall be responsible for arbitrating and resolving any disputes which arise as
a result of the programming and the performances at the programs.
Section 4 If the Program Committee is unable to resolve disputes arising from programming, then the disputes shall be resolved
by the Board of Directors after scheduling a meeting specifically for the reason of resolving the dispute. The decision of the Board of Directors shall be final.
ARTICLE VIII HALL OF FAME INDUCTEE COMMITTEE
Section 1 A Chairperson shall be appointing by the Board of Directors to select a committee to present the names of
qualified persons to be considered as candidates for induction into the West Virginia Country Music Hall of Fame. This committee
shall consist of 5 (Five) active members.
Section 2 The Hall of Fame inductee committee shall be responsible for the selection of a slate of candidates to be considered.
The committee shall present these candidates at the annual December meeting and determine how many candidates to install.
The membership will vote on these candidates.
Section 3 The Board of Directors shall be responsible for the selection and display of memorabilia and artifacts pertaining
to our Country Music heritage.
Section 4 Nominees to the West Virginia Country Music Hall of Fame shall be selected from the following Three (3) categories
Performing, Non-Performing and Recording Stars.
ARTICLE IX DISSOLUTION
Section 1 This Association shall use its funds only to accomplish the objectives and purposes specified in these
By-Laws, and no part of said funds shall inure, or be distributed, to the members of this Association. Upon dissolution of this Association, any funds remaining shall be distributed to one (1) or more regularly
organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of
Directors as defined in Section 501 (c) (3) or other applicable sections of the Internal Revenue Code.
ARTICLE X AMENDMENTS
Section 1 These By-Laws may be amended by a majority of the Active Members present at any regular or special meeting called
for that purpose. A copy of the proposed amendment or amendments shall be mailed
to each member of the Association at least ten (10) days prior to such regular or special meeting or by advance announcement
at the previous regular meeting.
Section 2 Where gender is denoted in the foregoing By-Laws it should be construed to mean either male or female.
Section 3 Anything not covered by these By-Laws shall be governed by Roberts Rules of Order.
Section 4 Amendments – The following amendments have been added to the By-Laws by vote of the membership on the