MUSIC BUSINESS ASSOCIATION, INC.
ARTICLE I – PURPOSES The purposes for which this Association is formed are trade association purposes including, but not limited to: advancing, promoting and investing in the future of the music business by providing a trusted forum where ideas and cooperation flourish. Through events, education and engagement, the Association brings together the full breadth of the industry – commerce, content and creative entities — for unparalleled access to networking, resources and thought leadership, and for such other and further purposes as may be permitted nonprofit corporations under the District of Columbia Nonprofit Corporation Act. Notwithstanding any other provision of this Article or of the District of Columbia Nonprofit Corporation Act, however, the Association shall not pursue any purpose or carry on any activities not permitted to be pursued or carried on by a corporation described in Section 501(c)(6) of the Internal Revenue Code of 1954 and exempt from Federal income tax under Section 501(a) thereof (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE II – OFFICES The Association’s principal office shall be at such place (within or with-out the District of Columbia) as may be determined from time to time by the Board of Directors. The Association may also maintain offices at such other place or places (within or without the District of Columbia) as the Board of Directors may from time to time determine. The President of the Association shall be in charge of the principal office.
ARTICLE III – MEMBERSHIP
A. General Information
Section 1. Pursuant to § 29–404.01 of the District of Columbia Corporation Law, “Members” of the Association shall not be considered “members” as defined by § 29- 401.02(24), but rather, shall have those rights and obligations as set forth in the Articles of Incorporation or these Bylaws.
Section 2. Any sole proprietorship, partnership, or corporation, whether foreign or domestic, engaged in the business of creating, manufacturing, distributing, retailing or wholesaling sound recordings and other entertainment, including prerecorded copies and phonorecords as well as licensed reproductions or licensed public performances of the works, digital phonorecord deliveries (DPD), and interactive and non-interactive streaming, shall be eligible to apply to the Board of Directors for General membership in the Association. This paragraph shall be liberally construed to include music publishers, artist managers, and any other entity involved in the aforesaid activities.
Section 3. In addition to General membership in this Association, there shall also be two additional categories of membership, designated “Affiliate” membership and “Individual” membership. (a) Affiliate membership shall be open to any non-profit association in the music and related entertainment industries. Acceptance, rejection, termination and reinstatement of Affiliate members shall be on the same basis as prescribed for General members. (c) Individual membership shall be open to any individual, not employed by or affiliated with any Music Business Association member company (1) whose business activity, client or consultative relationship involves such individual with the music commerce community, including, but not limited to, entertainment law, artist management, or the retailing, promotion, marketing or selling of prerecorded entertainment, or (2) who is a current full-time college student or educator in an accredited institution of education and whose primary area of study or teaching includes the following general disciplines: Music, Business, Marketing, Research, or Recording Technology. Membership for students or teachers of other disciplines may be considered individually. Acceptance, rejection, termination and reinstatement of Individual members shall be on the same basis as prescribed for General Members; however, an Individual member shall be entitled to no voting rights on matters presented for approval to the membership.
Section 4. Through the Association’s Academic Partnership program, all students and faculty involved in a music business, technology or entertainment law program of a partner university that is an Affiliate member are automatically entitled to Individual membership.
Section 5. Any eligible party desiring to apply for membership in the Association shall make application in such form and manner as the Board of Directors may from time to time in their sole discretion prescribe.
Section 6. All applications for membership in the Association shall be subject to the approval of two-thirds (2/3) of the Board of Directors, and the Board of Directors, in passing upon any such application, shall be authorized to take into consideration any matters pertaining to the applicant’s financial condition, business reputation or any other matter which the Board shall believe to be properly pertinent to the applicant’s request for membership.
B. Copyright Infringement
Section 1. An applicant for membership in the Association, or any current member, who has been criminally convicted of copyright infringement is ineligible for membership in the Association for a period of five years from the date of conviction.
Section 2. An applicant for membership in the Association, or any current member, who has been the defendant in a civil lawsuit which alleges copyright infringement, wherein a judgment has been rendered against that defendant for willful copyright infringement, is ineligible for membership in the Association for a period of three years from the date of that judgment.
Section 3. An applicant for membership in the Association, or any current member, who has been the defendant in a civil lawsuit that alleges copyright infringement, wherein the defendant has admitted engaging in willful copyright infringement as part of settlement of the lawsuit, is ineligible for membership in the Association for a period of one year from the date of that settlement.
Section 4. Notwithstanding the foregoing, any applicant for membership who is deemed ineligible to join the Association, or any member who is suspended from the Association, pursuant to this Copyright Infringement Subsection B, may seek reconsideration of such ineligibility or suspension, or the time period thereof, from the Association Board, whose determination shall be final.
ARTICLE IV – DIRECTORS
Section 1. The number of Directors which shall constitute the Board of Directors of this Association shall be a minimum of eleven (11) and a maximum of nineteen (19), in addition to the President, who shall serve as a non-voting member of the Board. Vacant Director positions shall be filled for three (3) year terms by a vote of the majority of the remaining Directors, subject to the provisions of Section 4 of this Article. General members and employees of General members shall be eligible to sit on the Board of Directors. The composition of the Board shall strive to fairly represent each industry segment in the General membership.
Section 2. Any vacancy occurring on the Board of Directors prior to the completion of the vacating Director’s term may be filled for the remainder of the unexpired term by a vote of the majority of the remaining Directors. The Board also is authorized to take necessary steps to implement fully the three (3) year rotation system for Directors established by these Bylaws, including, if necessary, the provision of other than three (3) year terms for certain Director positions if necessary to establish such rotation system.
Section 3. When, in the opinion of the Board, a Director ceases to be active in the music business , the Board may, by a three-fourths (3/4) vote of the entire Board (exclusive of the Director in question), declare that directorship vacant, and may fill such vacancy in accordance with the procedures set forth in Section 2 of this Article IV; provided, however, that such action by the Board shall not take place until after such Director has been given an opportunity to be heard by the Board on this issue.
Section 4. In the instance where because of a merger, acquisition, or change of employment, two or more members of the Board become owners or employees of the same company or of companies commonly owned by a third organization, such directors shall submit their resignations promptly following the merger, acquisition, or change of employment, and the Board, at its next meeting following such change in status, shall decide whether to accept or reject such resignations in whole or in part.
Section 5. In the event a Director misses two consecutive meetings, the Board shall require that Director to state the reasons for his or her absences. If, in the opinion of the Board, such absences were without good cause, the Board may, by a three- fourths (3/4) vote of the entire Board (exclusive of the Director in question), require the resignation of such Director and fill such vacancy in accordance with Section 2 of this Article IV.
ARTICLE V – MEETINGS OF THE DIRECTORS
Section 1. The Board shall establish one Regular meeting per year as the Annual Meeting, which shall be held during the annual convention or such other time as the Board may determine.
Section 2. At each Annual Meeting, the Directors shall elect a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer from among the persons constituting the Board of Directors. All officers so elected by the Board shall serve until the next Annual Meeting and until their respective successors are chosen and qualified.
Section 3. Regular meetings of the Board may be held upon such notice and at such time and place, and in such manner, as shall from time to time be determined by the Board.
Section 4. Special meetings of the Board may be called by the Chairman of’ the Board on five (5) days’ notice to each Director. Special meetings of the Board shall be called by the Chairman of the Board at the request of a majority of the Directors.
Section 5. At all meetings of the Board of Directors of the Association the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation, and except for the following matters which shall require a favorable vote of three-fourths (3/4) of the entire Board of Directors: (a) The establishing and instituting of any annual dues, or assessments of any nature whatsoever. (b) The approval of any application for membership in the Association.
Section 6. Directors shall be entitled to such reimbursement of the reasonable expenses incurred by them in attending Directors’ meetings as from time to time may be fixed by the Board of Directors.
Section 7. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting and without prior notice if
(a) a written consent in lieu of such meeting which sets forth the action so taken is signed either before or after such action by all directors; or
(b) on a matter that requires only a simple majority of directors present or a simple majority of all directors, the action to be taken is
– set forth by authority of the Executive Committee, or of the President with the consent of two or more Directors,
– in one electronic mail (e-mail) communication to all directors,
– in a manner such that each director can reply to all other directors for purposes of discussion and voting, and
– specifying a period of time of not less than 48 hours for discussion and during which any director who has expressed a vote may change that vote.
Notwithstanding the foregoing, the Executive Committee may shorten the voting period to no less than 24 hours. All written consents and actions taken by e-mail voting shall be filed with the minutes of the Board’s proceedings.
Section 8. The Board of Directors may participate in meetings by means of conference telephone or other communications equipment, and participation in any such meeting shall constitute presence in person by such Director at such meeting. A written record shall be made of all actions taken at any meeting conducted by means of a conference telephone or other communications equipment.
Section 9. The Chairman of the Board and the President shall be the only persons authorized to speak on behalf of the Board, either directly or indirectly, with regard to the deliberations or decisions of the Board. Board members have a fiduciary duty to the members of the Association to respect the confidentiality of Board deliberations. The Board shall have the right, by a two-thirds (2/3) vote of the entire Board of Directors, to censure any member of the Board who violates the spirit or intent of this Section and to take such other action in this regard as the Board may from time to time deem appropriate.
ARTICLE VI – POWERS OF DIRECTORS
Section 1. The Board of Directors shall set the policy and strategic direction of the Association. In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised or done by the members.
Section 2. Without prejudice to the general powers conferred by the last preceding section, and the other powers conferred by the Certificate of Incorporation and by these Bylaws, it is hereby expressly declared that the Board of Directors shall have the following powers, that is to say: (a) To formulate such regulations consistent with the Certificate of Incorporation and Bylaws of the Association as may be to the best interests of the members of the Association. (b) To retain and discharge a President. (c) To expend money necessary for the operation of the affairs of the Association. (d) To pass upon applications for membership and to accept or reject applicants. (e) To establish initiation fees, dues and assessments. (f) To suspend or penalize members who, in the judgment of the Board, have not conducted themselves in a manner becoming a member of the Association, after first affording any such member an opportunity to be heard. (g) To determine who shall be authorized on the Association’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. (h) To designate and appoint, by resolution adopted by a majority of the Directors then in office, an Executive Committee, which shall consist of the Chair, Vice Chairman, Treasurer, Secretary, and President, which shall exercise the authority and implement the decisions of the Board of Directors in the management of the Association. (i) To designate and appoint by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, one or more committees or issue forums not having the authority of the Board of Directors in the management of the Association.
ARTICLE VII – OFFICERS
Section 1. The officers of this Association shall consist of a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer, each of whom shall be elected as provided in Article V, Section 2 hereof and shall hold office until their respective successors are duly chosen and qualified.
Section 2. The Chairman of the Board shall preside at all meetings of the members and Directors; shall have general supervision over the affairs of the Association; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chairman of the Board shall have general superintendence and direction of all the other officers of the Association and shall see that their duties are properly performed; shall submit a report of the operations of the Association for the fiscal year to the Directors; shall report to the Board of Directors all matters within his or her knowledge which the interest of the Association may require to be brought to their attention; shall be an ex-officio member of all committees; and shall have all general power and duties usually incident to his or her office.
Section 3. During the absence or disability of the Chairman of the Board, the Vice Chairman shall exercise all the functions of the Chairman of the Board and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board. The Vice Chairman shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
Section 4. The Secretary shall review the minutes of all meetings of the members of the Association and of the Board of Directors, and shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
Section 5. The Treasurer shall render to the Chairman of the Board and the Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Association, and shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
Section 6. If the office of Chairman of the Board, Vice Chairman, Secretary or Treasurer becomes vacant by reason of death, resignation, disqualification or otherwise, the Directors of the Association may choose a successor or successors from among the members of the Board of Directors, who shall hold office for the unexpired term.
ARTICLE VIII –ANNUAL DUES AND ASSESSMENTS
Section 1. Annual dues and assessments, of any nature whatsoever, shall be such sum for each category of membership and for the members within each such category as shall be determined from time to time by the Board of Directors.
Section 2. The annual dues year for members may be established either as a fixed year term for all members (prorated for new members joining during the specified year) or individually for each member commencing from the date of initial membership. Any member not current in the payment of dues shall be considered inactive and therefore excluded from all Association services, activities, meetings and functions, and shall be subject to membership cancellation by the Board.
ARTICLE IX – EXECUTION OF INSTRUMENTS, ETC. All funds of the Association shall be deposited to the credit of the Association in such banks or depositories as the Board of Directors may select. All checks or orders for the payment of money, and all deeds, conveyances, endorsements, assignments, transfers, or other instruments of transfer, contracts, agreements, or other orders, consents, returns, reports, certificates, notices or documents, and other instruments of any nature may be signed, executed, verified, acknowledged and delivered by such officers, agents, employees or other persons and in such manner as from time to time may be determined by the Board of Directors.
ARTICLE X – FISCAL YEAR The fiscal year of the Association shall be fixed by resolution of the Board of Directors.
ARTICLE XI – PRESIDENT The Board of Directors shall be authorized to hire, retain, and discharge a President, who need not be a member of the Association. The President shall receive such compensation as shall be fixed and determined from time to time by the Board of Directors and shall have such power and authority as shall be prescribed by the Board. In addition to his or her other duties, the President shall serve as a non- voting member of the Board.
ARTICLE XII – NOTICES
Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given any Director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail (including electronic mail), addressed to such Director or member at such address (including e-mail address) as appears on the books of the Association, and such notice shall be deemed to be given at the time when the same shall be thus mailed or sent.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or e-mailed from the member’s e-mail address that appears on the books of the Association, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE XIII – AMENDMENTS Any and all Bylaws of the Association may be altered, or repealed and new Bylaws may be adopted by a majority vote of all the Directors of the Association at any duly held regular or special meeting of the Board of Directors. No Bylaws may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Association.
ARTICLE XIV – ROBERT’S RULES OF ORDER Where not inconsistent with these Bylaws, the latest Revised Edition of Robert’s Rules of Order shall govern where appropriate.