Bylaws

of the

IOWA FRIENDS OF OLD-TIME MUSIC

ARTICLE I

General Purposes

The purpose of the Iowa Friends of Old Time Music is the promotion and preservation of the many traditions of old time music. The organization shall operate on a non-profit basis.

ARTICLE II

Name

The name of this organization is Iowa Friends of Old Time Music, (hereafter referred to as the "Friends").

ARTICLE III

Membership

Membership is available to all people who demonstrate an interest in Old Time Music, by signing onto a "FRIENDS" mailing and membership list.

ARTICLE IV

Meetings of Members

Section 1. The annual meeting of the members of "FRIENDS" shall be held on the Third Sunday in September, at 12:00 o'clock p.m., of each year. The place, day, and time of the annual meeting may be changed to any other convenient place, day, and time by the board of directors giving public notice thereof to members not less than ten (10) days in advance of the meeting.

Section 2. Special meetings of the members may be called at any time by the action of the board of directors and such meetings must be called whenever a petition requesting such meetings is signed by at least ten members and presented to the secretary or to the board of directors. The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted thereat except such as is specified in the notice.

Section 3. At least 5 members of Board of Directors present at a properly called meeting shall constitute a quorum.

Section 4. Directors of "FRIENDS" shall be elected at the annual meeting of the members.

ARTICLE V

Directors and Officers

Section 1. The initial board of directors of the "FRIENDS" shall consist of at least 10 persons. The initial board of directors shall serve until the first annual meeting of the members and until their successors are elected. At the first annual meeting of the members, directors will be elected in roughly equal numbers for one, two, and three year terms. At each annual meeting thereafter, the members shall elect for a term of three years the number of directors whose terms of office have expired. Each director shall hold office for the term for which elected and until a successor shall have been elected.

Section 2. The board of directors shall meet after the annual election of directors and shall elect a president, vice-president, secretary and treasurer, from among themselves each of whom shall hold office until the next annual meeting.

Section 3. If the office of any director becomes vacant by reason of death, resignation, or retirement, a majority of the remaining directors, shall by a majority vote, choose a successor who shall hold office until the next regular meeting of the members of the "FRIENDS", at which time the members shall elect a director for the unexpired term or terms.

Section 4. A majority of the board of directors shall constitute a quorum at any meeting of the board. The affirmative vote of the majority of the directors at a meeting at which a quorum is present shall be the act of the board.

Section 5. Directors and officers shall receive no compensation for their services.

ARTICLE VI

Duties of Officers

Section 1. Duties of President: The President shall preside over all meetings of the "FRIENDS" and the board of directors, call special meetings of the board of directors, perform all acts and duties usually performed by an executive and presiding officer. The President shall perform such other duties as may be prescribed by the board of directors.

Section 2. Duties of the Vice-President: In the absence or disability of the President, the Vice-President shall perform the duties of the President; provided, however, that in case of death, resignation, or disability of the President, the board of directors may declare the office vacant and elect a successor.

Section 3. Duties of the Secretary: The Secretary-Treasurer shall keep a complete record of all meetings of the board of directors and shall have general charge and supervision of the records of the "FRIENDS". The Secretary shall keep records of meetings, have a current copy of the by laws, and maintain a membership list. Secretary or his/her designee will maintain the "FRIENDS" website.

Section 4. Duties of the Treasurer: The Treasurer shall have custody of the funds of the "FRIENDS", maintain a full record of the funds of the "FRIENDS", make disbursements as authorized by the Board of Directors as in accordance with the budget adopted by the by the "FRIENDS". The Treasurer shall provide a written financial statement to the Board at each meeting,

ARTICLE VII

Committees

The Board, by resolution adopted by a majority of the Directors in office, may create committees to assist the Directors in performing their duties. Each committee shall consist of one or more Directors along with other members of the "FRIENDS" as necessary to assure fair representation for the designated committee function. Committee meetings shall be open to the public. Written minutes shall be maintained and activity reports presented at each regularly scheduled board meeting.

ARTICLE VIII

Amendments

These bylaws may be repealed or amended by a majority vote of the members present at any regular meeting of the "FRIENDS", or at any special meeting called for that purpose.

We certify that the foregoing bylaws were duly adopted by the members on September 28, 2003, that the same are in full force.