ARTICLE I. NAME OF ORGANIZATION
Original Music Association of Delaware (OMAD)

ARTICLE II. PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any
future federal tax code.
Section 2. Specific Purpose
The Original Music Association of Delaware aims to promote and support original music and musicians within the greater Delaware and Mid-Atlantic area of the United States.
The specific objectives and purpose of this organization shall be:
a. to provide support and opportunities for Delaware area musicians to perform and promote their original music in varied platforms; such as but not limited to: live events, album recordings, web broadcasts, video productions, ect.
b. to provide facilities, equipment and resources for the promotion and production of original music and musicians in the Delaware area
c. to sponsor, host and/or participate in events and activities that promote original music and musicians in Delaware and surrounding areas
 
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Application for voting membership shall be open to any current resident, property owner, business operator, or employee of the greater Delaware and Mid-Atlantic area, that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board.
Section 2. Annual Dues
The amount required for annual dues shall be $35 each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Section 3. Rights of Members
Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
​
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Meetings
An annual meeting of the members shall take place in the month of March, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and committee managers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Regular meetings shall be held quarterly, in the months of March, June, September, December at the primary office/headquarters of the association.
Special meetings may be called by the Board President, majority of the board of directors, or by petition signed by five percent (5%) of voting members.
Notice of any meeting of the members shall be given at least ten (10) days in advance of the meeting by telephone, electronic methods or by written notice.
Section 2. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20%) of the active membership.
Section 3. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall consist of no less than three (3) nor more than nine (9) including the following officers: President, Vice-President, Secretary, and Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall stand for election every two years, to serve for a two-year consecutive term. Board elections will be staggered so that even-numbered board members will stand for elections in even-numbered years, and odd-numbered board members will stand for election in odd-numbered years. No member may serve in a Board position for longer than two consecutive terms.
Each member of the Board of Directors shall be expected to attend at least 50% of all board meetings of the Board within the year. If attendance is less than 50%, the member will not be eligible for re-election except by act of majority vote of the Board.
Section 3. Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of March of each calendar at a location designated by Board. Regular meetings of the Board of Directors shall be held quarterly, at a time and day in the months of March, June, September, December at the primary office/headquarters of the association. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date. Special meetings may be called and noticed to all members of the Board as needed. Special meetings of the Board may be called by or at the request of the President or any two members of the Board of Directors. Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, electronic methods or by written notice.
Section 4. Quorum
A present, in-person majority of current members of the Board shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 5. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 6. Compensation
Board members, with the exception of Committee and Project Managers, shall receive no compensation beyond out-of-pocket expenses. Committee Managers and Project Managers shall not be compensated for their participation of the Board, but will be eligible for compensation for as Committee Managers and Project Managers. Committee and Project Managers are eligible for compensation if the Board approves a budget that includes such expenditures and funds are available. All other obligations of OMAD must be paid before any funds are to be distributed as compensation to Managers by the Board.
Section 7. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 8. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board shall automatically be removed from office.
 
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside over all Board meetings, and be present at meetings of the membership. The President retains day-to-day authority for decisions within policies formulated by the Board, and is responsible for supervision of Officers and Committee Managers.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during their absence. They may additionally have duties of chairing committees and other duties that may be determined by the Board.
Section 3. Secretary
The Secretary shall attend all meetings of the Board and all meetings of members. They shall record all votes and minutes of proceedings. They are the custodian of all OMAD documents and records, and are responsible for final review of all public statements, notices and general correspondence for consistency with official Board actions and policies.
Section 4. Treasurer
The Treasurer is the custodian of all OMAD assets and is responsible for their safekeeping. They shall tender a report on the condition of OMAD assets to the Board and attend Board meetings whenever possible. They are responsible for collection of dues and charges and disbursement of fees, payments and expenses, as well as the filing of any required financial statements of operation.

ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The Board has the authority to establish permanent or temporary committees as needed, such as fundraising, budgeting, facilities, public relations, events oversight, etc. The board appoints all committee chairs and managers. The committee manager will coordinate the activities of the committee and communicate those activities with the Board. These committees are working committees charged with carrying out objectives of OMAD as instructed by the Board.

ARTICLE VIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Delaware, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights
to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
 
ARTICLE IX. BOOKS AND RECORDS
The corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors.
 
ARTICLE X. Dissolution of the Organization
The organization shall not dissolve except by Board action. All obligations of OMAD shall be paid first and any remaining assets shall not be distributed to or for the benefit of any member. Recipients must be a tax-exempt non-profit or charitable organization, recommended by the board and approved by majority vote of members

ARTICLE XI. Compliance with Internal Revenue Code
Section 1. No part of the organization’s assets or net earnings may inure to the benefit of any individual. This provision does not preclude the payment of reasonable amounts for goods of services provided to the organization.
Section 2. Upon dissolution, the assets of the organization shall be distributed to a charity or non-profit that is exempt under section 501(c)3, as voted on and approved by the organization.
Section 3. The organization shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation, except to the extent permitted by section 501(h) of the Internal Revenue Code, nor shall it participate to an extent in any political campaign for or against any candidate for public office.
Section 4. It is intended that the organization shall be entitled to exemption from federal income tax under 501(c )3 of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.

ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.