Mederick "Rick" Bellaire
Dr.
Robert Dennis Billington
John L. Chan
Joshua E. Cournoyer
Donald "D.C." Culp
Jonathan Flynn
Michael Robert Gazdacko
David Michael Goldstein
Russell J. Gusetti
Richard Lupo
Bruce Douglass McCrae (Rudy Cheeks)
Allan "Big Al" Pavlow
Marc O. Perry
James Michael Toomey
Dr.
John Ashton Worsley
Board
Members & Officers
Robert Dennis Billington, Chair
Mederick "Rick" Bellaire, Vice Chair
James Michael Toomey, Secretary
Jeff Keithline, Treasurer
Donald "D.C." Culp
Keith Fayan
Jonathan Flynn
David Michael Goldstein
Russell J. Gusetti
Christine Lilley
Richard Lupo
Bruce Douglass McCrae (Rudy Cheeks)
Terrence Moran
Allan "Big Al" Pavlow
Marc O. Perry
Mary Ann Rossoni
Herb Weiss
Past Members
Consuelo Sherba
John L. Chan
Joshua E. Cournoyer
Kate Burt
Dr.
John Ashton Worsley
Michael Robert Gazdacko
Rhode Island Music Hall of Fame Bylaws
ARTICLE I
PURPOSE
Section 1. Purpose. The Rhode Island Music Hall of
Fame (the “Corporation”) is a nonprofit corporation
organized exclusively for charitable purposes within
the meaning of section 501(c)(3) of the Internal
Revenue Code of 1986, as it may be amended from time
to time (the “Code”), and regulations promulgated
thereunder and more specifically to recognize,
document, honor, preserve and promote the musical
heritage of Rhode Island.
Notwithstanding any other provision of the Articles
of Incorporation or these bylaws, the Corporation is
organized exclusively for one or more of the
following purposes: religious, charitable,
scientific, or educational purposes, as specified in
Section 501(c)(3) of the Code, and shall not carry
on any activities not permitted to be carried on by
a corporation exempt from Federal Income tax under
Section 501(c)(3) of the Code. No substantial part
of the activities of the Corporation shall be
carrying on propaganda, or otherwise attempting to
influence legislation (except as otherwise provided
by Section 501(h) of the Code), or participating in,
or intervening in (including the publication or
distribution of statements), any political campaign
on behalf of any candidate for public office.
Section 2. Powers. The Corporation shall have the
power, either directly or indirectly, either alone
or in conjunction and/or cooperation with others, to
do any and all lawful acts and things and to engage
in any and all lawful activities which may be
necessary, useful, suitable, desirable or proper for
the furtherance, accomplishment, fostering or
attainment of any or all of the purposes for which
the Corporation is organized, and to aid or assist
other organizations whose activities are such as to
further accomplish, foster, or
attain any of the Corporation’s purposes.
Notwithstanding anything herein to the contrary, the
Corporation shall exercise only such powers as are
in furtherance of the exempt purposes of
organizations as set forth in Section 501(c)(3) and
the Code and the
rules and regulations promulgated thereunder.
Section 3. Non-Profit Status. The Corporation is not
organized for profit and no part of the net earnings
of the Corporation shall inure to the benefit of any
director or officer (except that reasonable
compensation may be paid to directors and officers
for services rendered to and for the Corporation).
In the event of the liquidation of the Corporation,
whether voluntary or involuntary, no director or
officer shall be entitled to any distribution or
division of the Corporation’s property or the
proceeds thereof, and upon such liquidation, the
balance of all money, assets and other property of
the Corporation, after the payment of all its debts
and obligations, shall be distributed to a
non-profit corporation exempt from federal income
taxation under Section 501(c)(3) of the Code for one
or more exempt purposes within the meaning of
Section 501(c)(3) of the Code, or corresponding
section of any future federal tax code, or shall be
distributed to the federal government, or to a state
or local government, for a public purpose. Any such
assets not
so disposed of shall be disposed of by a court of
competent jurisdiction in the State of Rhode Island,
exclusively for such purposes or to such
organization or organizations, as such court shall
determine, which are organized and operated
exclusively for such
purposes.
ARTICLE II
OFFICES
Section 1. Principal Offices. The principle office
of the Corporation shall be located in the City of
Pawtucket in the State of Rhode Island. The
Corporation may have such other offices or places of
business, either within or outside the State of
Rhode Island, as the
business of the Corporation may require and as the
Board of Directors may from time to time establish.
Section 2. Registered Office. The registered office
of the Corporation need not be identical to its
principle office. It is currently located at 175
Main Street, Pawtucket, RI 02860. The registered
office may be changed from time to time by the Board
of Directors
in compliance with the provisions of applicable law.
ARTICLE III
MEMBERS
Section 1. Membership. Any person may annually
become a member on the thirtieth (30th day) after
payment of such annual dues as are annually
determined by the Board Directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the
Corporation shall be managed by its Board of
Directors as authorized under the Rhode Island
Non-Profit Corporation Act.
Section 2. Number and Tenure.
(i) The Number. The number of directors of the
Corporation may from time to time be changed by
resolution of the members but their number shall be
an odd number of at least seven (7) but no more than
nineteen (19).
(ii) Tenure. The directors shall be elected by the
members for one (1) year, two (2) year or three (3)
year terms at the annual meeting of the directors.
At the initial annual meeting, the term of office of
approximately one-third of the directors shall be
one (1) year; approximately one-third of the
directors will each serve two (2) year terms, and
the remaining directors will each serve three (3)
year terms. At each annual meeting thereafter, any
director elected shall serve a three (3) year term.
Each director of the Corporation shall hold office
until his successor is elected and qualified or
until such director’s death, resignation or removal
in the manner provided hereinafter. No person may
serve as a director for more than six (6)
consecutive years, provided however, that an officer
may continue in office until completing the term of
that office as established in Article V herein.
Section 3. Vacancies. Any vacancy occurring on the
Board of Directors shall be filled by the
affirmative vote of a majority of the remaining
directors at a regular meeting, or a meeting called
for that purpose. A director elected to fill a
vacancy shall be elected for
the unexpired term of that director’s predecessor in
office. Any vacancy to be filled by reason of an
increase in the number of directors shall be filled
by the Board of Directors for a term of office
continuing only until the next annual meeting of
directors. Any directorship to be filled by reason
of an increase in the number of directors may be
filled by a majority vote of the members at the next
annual meeting.
Section 4.Removal. Any elected director may be
removed by a majority vote of the directors, at any
meeting called for the purpose, whenever in their
judgment the best interests of the Corporation will
be served thereby.
Section 5. Resignations. Any director may resign at
any time by giving written notice to the Board of
Directors or the Chair. The resignation shall
take effect at the time specified in the notice,
and, unless otherwise specified in such notice, the
acceptance of
the resignation shall not be necessary to make it
effective. The unexcused absence of a director from
three consecutive meetings of the Board of
Directors, at the option of a majority of the other
members of the Board of Directors, may be considered
the
equivalent to resignation from the Board of
Directors.
Section 6. Annual Meeting. An annual meeting of the
members shall be held in the month of January in
each year or at such other time as is determined by
the Board of Directors. The Secretary shall give
written or e-mail notice of the annual meeting to
all members in good standing at least seven (7) days
in advance thereof.
Section 7.Regular Meetings. Regular meetings of the
Board of Directors shall be held at such time and
place as the Board of Directors may designate. The
Secretary shall give written or e-mail notice of
each such meeting to each director at least seven
(7) days in
advance thereof. The Board of Directors may provide
by resolution the time and place for the holding of
additional regular meetings without notice other
than such resolution. If mailed, such notice shall
be deemed to be given when deposited in the United
States
mail, postage prepaid, addressed to the respective
directors at the addresses listed on the records of
the Corporation.
Section 8. Special Meetings and Notice Thereof.
Special meetings of the Board of Directors may be
called by or at the request of the Chair or any
two (2) directors. The Chair shall fix the
manner and the place for holding any special meeting
of the Board
of Directors.
Notice of any special meeting shall be given at
least two (2) days prior thereto by written notice
delivered personally, e-mailed, or mailed by first
class mail to each director at the director’s
address, by telegram, or by cablegram setting forth
the purpose for such
meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail,
postage prepaid, addressed to the respective
directors at the addresses listed on the records of
the Corporation.
Section 9. Quorum. One-third of the directors in
office shall constitute a quorum for the transaction
of business at any meeting of the Board of
Directors, but if less than such majority is present
at a meeting, a majority of the directors present
may adjourn the
meeting from time to time without further notice.
Section 10. Manner of Acting. The act or decision
done or made by the majority of the directors
present at a meeting duly held at which a quorum is
present shall be the act of the Board of Directors,
unless a greater number is required by law or by the
Articles of
Incorporation. Meetings of directors may be held by
means of a telephone conference circuit and
connection to such circuit shall constitute presence
at such meeting.
Section 11. 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
or consents in writing, setting forth the action so
taken, shall be signed before or after such action
by all of the
directors. Such written consent or consents shall be
filed with the minutes of the proceedings of the
Board of Directors.
Section 12. 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 the director’s dissent shall be
entered in the minutes of the meeting or unless the
director shall file a 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 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.
Section 13. Prohibition of Compensation. Directors
may not be paid compensation for performance of
their duties as directors except that directors may
be reimbursed for out-of-pocket expenses spent in
performance of their duties as directors. No
director shall be
precluded from serving the Corporation in any other
capacity and receiving compensation therefore.
Section 14. Director Conflicts of Interest. No
contract or other transaction between the
corporation and one or more of its directors or any
other corporation, firm, association, or entity in
which one or more of its directors are directors or
officers or are financially
interested shall be either void or voidable because
of such relationship or interest, because such
director or directors are present at the meeting of
the Board of Directors or a committee thereof which
authorizes, approves, or ratifies such contract or
transaction,
or because his or their votes are counted for such
purposes, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors or
committee, which authorizes, approves or ratifies
the contract or transaction by a vote or consent
sufficient for the purpose without counting the
votes or consents of such interested directors; or
(b) The contract or transaction is fair and
reasonable as to the Corporation at the time it is
authorized by the Board, or committee.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof which
authorizes, approves, or ratifies the contract or
transaction.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation
shall be a Chair, Vice Chair, a Secretary, a
Treasurer, and other officers as may be deemed
necessary and appointed by the directors. Each
officer must be a director of the Corporation. Any
two or more offices
may be held by the same person, except the office of
Chair.
Section 2. Election and Term of Office. The officers
of the Corporation specifically designated in
Section 1 of this Article V shall be elected for one
(1) year terms at the annual meeting of the Board of
Directors. If the election of officers shall not be
held at
the annual meeting, such election shall be held as
soon thereafter as is practicable. No individual
shall serve in his or her capacity as a particular
officer of the Corporation for more than six (6)
consecutive years. Each officer shall hold office
until his successor
shall have been duly elected and shall have
qualified or until such officer’s death or
resignation or removal in the manner hereinafter
provided.
Section 3. Chair. The Chair shall be the
principal executive officer and spokesperson of the
Corporation and, subject to the direction and under
the supervision of the Board of Directors, shall
have general charge of the business, affairs and
property of
the Corporation, and control over its officers,
agents and employees. The Chair shall preside at
all meetings of the Board of Directors and shall be
a member ex officio of all committees of the
Corporation. The Chair shall execute, on behalf
of the Corporation any deeds, mortgages, bonds,
contracts, or other instruments which the Board of
Directors has authorized to be executed, and shall
have the authority to delegate such power of
execution and signing to any office except in cases
where the signing and execution or delegation
thereof shall be expressly delegated by the Board of
Directors or by these by-laws to some other office
or agent of the Corporation, or shall be required by
law to be otherwise signed or executed. The Chair shall do and perform such duties incident
to the office of Chair and such other duties as
may be assigned to the Chair by these by-laws or
by the Board of Directors.
Section 4. Vice Chairs. In the absence of the
Chair or in the event of the Chair’s death,
inability or refusal to act, the Vice Chair (or
in the event there is more than one Vice Chair ,
the Vice Chairs in the order designated at the
time of
their election or in the absence of any designation,
then in the order of their election) shall perform
the duties of the Chair , and when so acting,
shall have all the powers of and be subject to all
the restrictions upon the Chair. The
Vice Chairs shall
perform such other duties as from time to time may
be assigned to him or her by the Chair or by the
Board of Directors.
Section 5. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the Board of
Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or
as required by law; (c) 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;
(d) keep a record of the post office address and
e-mail address of each director which shall be
furnished to the Secretary by such director; and (e)
in general perform all duties incident to the office
of Secretary and such other duties as from time to
time may be assigned to the Secretary by the Chair or by the Board of Directors.
The Secretary is authorized to enlist the services
of any one or more employees of the Corporation to
assist the Secretary in carrying out his or her
duties as herein defined.
Section 6. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive
and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit
all such moneys 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 VIII of these by-laws; and (c) in
general, perform all of the duties incident to the
office of Treasurer and such other duties as from
time to time may be assigned to the Treasurer by the
Chair 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 or her
duties in such sum and
with such surety or sureties as the Board of
Directors shall determine.
Section 7. Removal. Any officer may be removed by a
vote of a majority of directors whenever in their
judgment the best interests of the Corporation will
be served thereby. Election of an officer shall not
of itself create contract rights.
Section 8. Resignations. Any officer may resign at
any time by giving written notice to the Chair
or Secretary. The resignation shall take effect at
the time specified in the notice, and, unless
otherwise specified in such notice, the acceptance
of the resignation
shall not be necessary to make it effective.
Section 9. Vacancies. A vacancy in any office
because of death, resignation, removal,
disqualification or otherwise, shall be filled by
the Board of Directors in the manner prescribed in
Article V, Section 2 of these by-laws. In the case
of a vacancy in any of the offices specifically
designated in Article V, Section 1, such vacancy
shall be filled for the unexpired portion of the
vacated term.
ARTICLE VI
COMMITTEES
Section 1. Committees. The Board of Directors, by
resolution or consent may designate and appoint an
Executive Committee, a Nominating Committee, a
Publicity Committee, a Special Events Committee, an
Archive Committee and a Finance Committee to be
comprised as hereinafter provided. As the need
arises, the Board of Directors, by resolution or
consent shall also designate and appoint ad hoc
advisory committees to advise the Board of Directors
on such issues such as public relations,
fundraising,
program evaluation or any other issue that the Board
of Directors identifies. Each advisory committee
shall consist of at least two (2) members of the
Board of Directors and such others as are deemed
necessary.
A majority of members of any committee shall
constitute a quorum for the transaction of business.
The Board of Directors shall have the power at any
time to change the membership of any committee, to
fill vacancies in it, or to discharge it. The
designation
of any committee in the delegation thereto of
authority shall not operate to relieve any director
of any responsibility imposed by law.
Section 2. Chairperson. The Chair in
consultation with the Executive Committee shall
designate and appoint one member of each committee
to serve as chairperson of that committee. The Chair
must be a board member.
Section 3. Executive Committee. The Executive
Committee shall consist of the four officers
designated in Article V, Section 1, plus any other
officers or directors deemed necessary by the Board
of Directors to serve on the Executive Committee.
When the Board of Directors is not in session, the
Executive Committee shall have and may exercise the
authority to act on behalf of the Board of Directors
by a vote of a majority of the members of the
Executive Committee, as provided under the Rhode
Island Non-Profit
Corporation Act. The Executive Committee shall
report any action taken by it to the Board of
Directors at its next meeting. The designation of
the Executive Committee and the delegation thereto
of authority shall not operate to relieve any
director of any
responsibility imposed by law.
Section 4. Nominating Committee. The Nominating
Committee shall consist of five (5) members, at
least three of which are board members recommended
to the board and selected in consultation with the
Executive Committee by the Chair. The Nominating
Committee shall submit a slate of nominees for
officers, directors and inductees to the Board of
Directors at least two (2) weeks prior to the date
of the annual meeting. The Nominating Committee
shall recommend the term of each person nominated to
serve as
Director.
Section 5. Publicity Committee. The Publicity
Committee shall consist of not less than three (3)
members appointed by the Chair, one of which
shall be a Director of the Corporation who shall act
as chairperson of this committee. The Publicity
Committee
shall be responsible for the formulation of the
means, methods and content of all materials used to
promote the Corporation or its programming.
Section 6. Special Events Committee. The Special
Events Committee shall consist of not less than
three (3) members appointed by the Chair, one of
which shall be a Director of the Corporation who
shall act as chairperson of this committee. The
Special Events Committee shall be responsible for
the identification, planning and execution of all
special events held by or on behalf of the
Corporation.
Section 7. Archive Committee. The Archive Committee
shall consist of not less than three (3) members
appointed by the Chair, one of which shall be a
Director of the Corporation who shall act as
chairperson of this committee. The Archive Committee
shall oversee the collection, gathering and
preservation of recordings which contain
contributions by Rhode Island musicians. This
includes any recording on which a native Rhode
Islander or Rhode Island-based musician had a role
including contributions as a
performer, compose, producer, engineer, or record
executive.
Section 8. Finance Committee. The Finance Committee
shall consist of not less than three (3) members
appointed by the Chair, one of which shall be
the Treasurer of the Corporation, who shall act as
chairperson of this committee, and at least two (2)
of which
shall be Directors. The Finance Committee shall be
responsible for the formulation of the annual budget
of the Corporation, and for the management and
investment funds of the Corporation.
Section 9. Resignations. The unexcused absence of a
committee member from three (3) consecutive meetings
of a committee, at the option of the majority of the
other members of the committee, may be considered
the equivalent to resignation from the committee.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may
authorize any officer or officers or 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 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 Board of
Directors. Such authority shall be confined to
specific instances. No loan
shall be made by the Corporation to any director.
Section 3. Checks, Drafts, or other Similar Orders.
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 or agent or
agents of the
Corporation and in such manner as shall from time to
time be determined by resolution of the Board of
Directors.
Section 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
Board of Directors may select.
ARTICLE VIII
INDEMNIFICATION
Section 1. Authority. The Corporation shall, to the
extent legally permissible and only to the extent
that the status of the Corporation as a corporation
exempt under Section 501(c)(3) of the Code, is not
affected thereby, indemnify persons against expenses
(including attorneys’ fees), judgments, fines and
amounts paid in settlement arising from any
threatened, pending or completed action, suit or
proceeding, as provided by the Rhode Island
Non-Profit Corporation Act. The Board of Directors
may authorize the
Corporation to purchase and maintain insurance on
behalf of any person who is or was a director,
officer, employee, agent or member of the
Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or
agent of another
corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted
against such person and incurred by such person in
any such capacity or arising out of his status as
such, but such insurance shall only cover a member
to the extent the
members purports to act on behalf of the
Corporation.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of July and
end on the last day of June.
Section 2. Corporate Seal. The Corporation shall
have a corporate seal, which shall be circular in
form and shall have inscribed thereon the name of
the Corporation, the state of incorporation and the
year of incorporation.
Section 3. Parliamentary Authority. The
parliamentary authority shall be Robert’s Rules of
Order to the extent they are applicable and to the
extent they are not inconsistent with these by-laws.
Section 4. Waiver of Notice. Whenever any notice is
required to be given to an person under the
provisions of these by-laws or under the provisions
of the Articles of Incorporation or under the
provisions of applicable law, 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. The attendance of a person at a meeting
shall constitute a waiver of notice of such meeting,
except when a person attends a meeting for the
express purpose of objecting to the transaction of
any business because the meeting is not lawfully
called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be
specified in any written waiver of notice of such
meeting.
Section 5. Interpretation. Whenever the context of
these by-laws so dictates, (i) the singular shall
include the plural and the plural shall include the
singular, and (ii) the masculine, feminine and
neuter shall be deemed to have been used
interchangeably.
Section 6. Severability. If any provision of these
by-laws is held to be invalid or unenforceable, all
other provisions shall nevertheless be valid and
remain in full force and effect.
Section 7. Books and Records. The Corporation shall
keep correct and complete books and records at its
registered office. Such books and records shall be
open to any member at any reasonable time. Also, the
Corporation shall keep at the registered office its
three
most recent annual IRS informational returns, along
with a copy of any tax exemption application and IRS
determination letter, such documents to be available
for public inspection during regular business hours.
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