A. The name of the organization shall be Bellingham Independent Music Association, also known as BIMA.

B. The purpose and mission of the organization:

BIMA is an association of independent musicians and music supporters working together to enrich and educate our community, by promoting local music of all genres, and providing musicians with professional development opportunities.

C. Business of corporation takes place primarily in Bellingham/Whatcom County, Washington, and over the internet at Bellingham/Whatcom County-based web sites and email forums.

Article II - Membership Back to top

A. The corporation shall be a membership association. Membership shall be open to all persons and organizations who are interested in helping support the purpose and mission of the association. A person or an organization shall immediately become a member upon payment of annual dues as set by the Board of Directors, or at such time as annual dues are waived.

B. Members shall be eligible to vote on the election of Directors and By-law changes. Each person shall be entitled to one vote, each organization or business shall be entitled to one vote, cast through its designated representative. Members shall receive current information maintained by BIMA and receive all other benefits of membership as determined by the Board of Directors.

C. The membership structure and annual dues shall be set by the Board of Directors to encourage a broad base of membership and to cover the cost to the corporation of providing benefits to the membership. Annual dues may be waived by the Board of Directors in case of economic hardship, and in case of honorary members.

D. General membership meetings:

1. The annual meeting of the membership shall be scheduled by the Board of Directors, and announced to the membership roster.
2. Special meetings of the membership may be called at any time by a member of BIMA..
3. Written or printed notice stating place, day and hour of the annual, regular and/or special meetings, the purposes for the which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail or email, at the direction of the officers or persons calling the meeting, to each member entitled to vote at such meeting.

Article III- Board of Directors Back to top

A. The affairs of the corporation shall be managed by the Board of Directors. The board may employ staff to implement corporate policy.

B. The number of directors of the corporation shall be no less than 8 and no greater than 15. Terms of office are for two years and are renewable. Each director shall hold office for the term for which he/she is elected and until a successor shall have been elected and qualified.

C. Directors shall be elected by members of the corporation, from the membership. Directors must be members and must maintain an active, paid-in-full membership during their term. Directors shall be elected at each annual meeting, to hold office until the expiration of the term of office into which elected, and until each successor is elected.

D. The Board of Directors shall have the power to fill any vacancy occurring on the board. The replacement director(s) shall be approved by a majority vote of the Board of Directors. The replacement director shall be appointed for the unexpired term of his/her predecessor in office.

E. With the exception of amending by-laws and major policy changes, the Board of Directors may conduct business via email. Motions are to be stated as such in the body of email messages, and will be recorded on archive. Votes will be tallied and archived. A quorum for transaction of business shall consist of a simple majority of the Board of Directors. Any action taken by simple majority shall be deemed the action of the full board.

F. The Board of Directors may declare the place of any board member vacant and fill the vacancy if he/she is chronically absent from meetings or email discussions of the board, and reasonable attempts to obtain a response has been futile for more than 2 months, or for some other reason determined by the board. A 2/3 majority vote of seated board members is required to replace a board member for any reason other than non-participation. A special in-person meeting may be called so that a new board member can be elected.

G. No paid employees of Bellingham Independent Music Association shall be eligible for election to the Board of Directors, and no member of the board shall receive remuneration for his/her services as a board member. Directors may receive reasonable reimbursement for expenses and may be compensated for services rendered which are not related to services as a board member (i.e. performance as a musician/artist.)

H. To the maximum extent permitted by law, including, without limitation of RCW 24.03.025, none of the directors of Bellingham Independent Music Association shall be personally liable to same or its members for conduct as a director, except for acts or omissions that involve intentional misconduct by a director, or for a known violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

Article IV - Officers Back to top

A. The officers of BIMA shall be the President, Vice-President, Secretary, and Treasurer.

B. All of the officers shall be elected by the Board of Directors at the first meeting following the annual general meeting for a term of two years and until their successors are duly elected and have qualified. Positions are renewable. Any vacancy in office during a term shall be filled at the next meeting of the board. An officer must be a member of the Board of Directors.

C. The President shall exercise the usual executive powers pertaining to the office of President, including presiding at meetings and executing all decisions on behalf of the corporation, and shall be an ex-officio member of all committees.

D. The Vice President shall act as President in the absence or disability of the President, and will serve as advisor to the President.

E. The Secretary shall record all motions, decisions, and votes in the minutes of board and general membership meetings, maintain documents of the board and of the corporation, and will provide written reports to the Board of Directors.

F. The Treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation, and shall cause to be kept regular books of account and shall render periodic financial reports as requested by the Board of Directors, and shall serve on the Finance Committee.

Article V - Committees Back to top

A. The Board of Directors will set up appropriate committees to manage the affairs of the corporation business. Board directors will serve as committee chairpersons, and may appoint anyone from the community to participate in committee work. The President of the board oversees all committees.

B. Executive Committee. The elected board officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and By-laws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

C. Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other board members. The board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and the public.

Article VI - Staff Back to top

A. The Executive Director shall be selected by the Board of Directors. The Executive Director shall be responsible to carry out responsibilities as defined by the Board of Directors.

B. Additional staff may be hired by the Board of Directors as funds allow, and will be under the direction of the Executive Director.

ARTICLE VII - Amendments Back to top

A. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the Bellingham Independent Music Association (BIMA) on June 15, 2000.

David Weiss...................President
Karen FitzGerald............Vice President
Beth Marsau...................Secretary/Treasurer
Katey Roemmele...........Board Member
Robin Wallbridge...........Board Member
Nancy Steele..................Board Member
Jeff Stiglitz......................Board Member

Revision to Bylaws: Number of minimum board members was increased from 5 to 8 at our September 2000 board meeting, and with the addition of:

Korby Lenker........Board Member
April Fison............Board Member
Matt Fuller.............Board Member