About the North American Folk Music and Dance Alliance

Folk Alliance is the service association for the field, and works on behalf of the folk music and dance industry year round. Our advocacy efforts tackle issues important to the folk arts community. We offer a business directory of contacts for members, and a non-profit group exemption program for US-based organizations.

We are forming strategic partnerships with allied organizations to increase our voice in support of the arts on a grassroots and international level. Our goals are to increase access to needed resources for our members, and to expand to the breadth of the folk music and dance experience for the general public. We do the work we do on the international level so that our members in the field can do their work in their local areas more efficiently, with wider impact, and more profitably.

A Short History of the Folk Alliance
In 1989, 125 people from across the continent traveled to a retreat in Malibu, California to begin discussions on the formation of a coalition of folk organizers. Invited by Clark and Elaine Weissman and the California Traditional Music Society, they were major presenters and small folk societies, people who'd done business across the continent, but who'd never met face to face. The earthquake that rocked southern California just days before the event was nothing compared to how this formational meeting has changed the way that the folk music and dance presenters, performers, agents, managers, media, and record companies do business in North America.

A steering committee formed in Malibu included representatives of major U.S. and Canadian festivals, societies and businesses. They worked for a year to craft a set of bylaws and, when the community gathered in Philadelphia in January of 1990, those bylaws were approved and the North American Folk Music and Dance Alliance was officially born.

Our international conferences, held each February, have become the annual "town hall" of the folk community. Nearly 2000 of our 2400 members attend each year to conduct business, connect with their peers, and simply recharge their batteries for the coming year.

The folk music and dance community can now count on coming together, face to face, every year. Before Folk Alliance was formed, this never happened. Now it has become the way we do business.

BYLAWS OF THE NORTH AMERICAN FOLK MUSIC AND DANCE ALLIANCE

Bylaws last amended by the 2005 Elections

These Bylaws constitute the code of rules adopted by The North American Folk Music and Dance Alliance for the regulation and management of its affairs.

Article 1 Name and Purpose:

Section One. This corporation shall be known as The North American Folk Music and Dance Alliance. The Corporation is organized under the Not-For-Profit corporation Laws of the State(s) of Tennessee and as an educational, charitable, tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, and in Canada.

Section two. The North American Folk Music and Dance Alliance (hereafter called The Folk Alliance) exists to foster and promote traditional, contemporary and multicultural folk music, dance and related performing arts in North America. The Folk Alliance seeks to strengthen and advance organizational and individual initiatives in folk music and dance through education, networking, advocacy, and professional and field development. The goals of the alliance are:

1. To increase understanding of the rich variety, artistic value, cultural and historical significance, and continuing relevance of folk music and dance among educators, media and the general public. (Education)

2. To provide a bridge to and from folk music and dance organizations and needed resources, and to help those organizations link with their constituencies. (Networking)

3. To influence decision makers and resource providers on the national, state, provincial, and local levels, insuring the growth of folk music and dance. (Advocacy)

4. To support and encourage the development of new and existing grassroots folk music and dance organizations. (Field Development)

5. To strengthen the effectiveness of folk music and dance organizations by providing professional development opportunities. (Professional Development)

To achieve these purposes, the Corporation's activities will include:

A. An annual meeting of members.

B. Maintenance of organizational headquarters.

C. Aid in the distribution of resources and knowledge.

D. In furtherance of these purposes for which the Corporation is organized, the corporation shall receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, use and apply the whole or any part of the income there from, and the principal thereof, exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they hereafter may be amended.

E. No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, member of the Corporation, or any private individual (except that reasonable compensation may be paid for service rendered to or for the Corporation affecting one or more of its purposes), and no Director, officer, or member of the Corporation, or any private individual shall be entitled to share in the distribution of any of the company assets on dissolution of the Corporation.

F. Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carrier don by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.

G. Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, scientific, literary, music or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they hereafter may be amended.

Article II Principal and Branch Offices:

Section One. The principal place of business of the Corporation shall be located at 510 South Main St, 1st Floor, Memphis, TN 38103. In addition, the Corporation may maintain other offices either within or without the State of Tennessee as its business requires.

Section Two. The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained for the duration of the Corporation. The Board of Directors may, from time to time, change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.

Article III Members:

Section One. The members of this Corporation are those organizations and individuals having member rights in accordance with the Bylaws.

Section Two. Membership in the Corporation is open to all organizations and individuals who subscribe to and further the purposes of this Corporation as set forth in Article I, Section Two and who contribute an amount fixed by the Board of Directors as the membership fees.

Section Three. Membership. The membership shall be composed as follows:

A. Voting members shall be of three main types. Subcategories of each may be established at the will of the board.

1. Organizational. Those organizations presently active, directly and substantially, in the fields of folk music, dance and the related performing arts.

2. Individual. Those persons presently active, directly and substantially, in the fields of folk music, dance and the related performing arts.

3. Partners. Two life, business, or performing partners presently active, directly and substantially, in the fields of folk music, dance and the related performing arts.

B. Nonvoting members shall be of one type:

1. Affiliates. Those persons or organizations who support the goals and activities of the Folk Alliance, but do not qualify for voting membership as defined above.

Section Four. Application for Membership. Application for membership shall be made in writing to the Folk Alliance in such form as may, from time to time, be established. Applications for individual, partners, or organizational membership shall include applicable fees, state the areas of the applicant's involvement in the field of performing folk arts, and confirm the applicant's agreement to obey, accept and be bound by the Bylaws of the Folk Alliance.

Section Five. Acceptance of Applications. The Executive Director or such person as designated by the Board of Directors shall receive and process applications for membership in the Folk Alliance.

Section Six. Meetings of the Members. Meetings of the members shall be held at locations fixed by the Board of Directors, within and without of the state of incorporation. The annual meeting shall rotate geographically to different regions of North America year by year. The annual meeting of the members shall be held on such date and at such times as the Directors shall by resolution designate. Fifty (50) voting members in attendance will constitute a quorum.

Section Seven. Notice of Annual Meetings of Members. Notice of meetings of members shall be in writing and shall state the day, hour, and place of such meeting; and shall be issued and posted by mail to each member of the Folk Alliance at the address of that member. The date of posting shall not be less than sixty (60) days prior to the date of such annual meeting. Alternatively, such notice may be given personally to each member provided such member executes a receipt therefore.

Section Eight. Special Meeting of the Members. A special meeting of the members may be held at any time and for any purpose at the call of a majority of the Board of Directors. Except as hereinafter provided, the notice shall comply fully with each and all requirements as to notice of annual meetings.

Section Nine. Vote. Except as provided herein, at all meetings of the members and at all elections for Directors, each Large organizational member (over $300,000 annual gross revenues) shall receive ten (10) votes, each Medium organizational member (over $50,000 but less than $300,000 annual gross revenues) shall receive five (5) votes, each Small organizational member less than $50,000 annual gross revenues) shall receive three (3) votes, each partners member shall receive two (2) votes as in a pair, and each Individual member shall receive one (1) vote. Affiliates receive no voting privileges, but are entitled to nonvoting representation at meetings.

Section Ten. Voting Rights. Except as otherwise provided herein, all organizational, partners, and individual voting members in good standing shall have the right to vote either in person or by written proxy received by the Secretary or Proxy Chairperson prior to the opening of the membership meeting, as may from time to time be prescribed by the Board of Directors. Mail ballot votes, where all eligible voting members can participate, may be held as determined by the Board of Directors. Affiliates have no voting rights.

Section Eleven. Proxies.

a) Definitions. A proxy is the authorization to vote on one's behalf, usually at the annual general meeting. It involves signing over of voting rights to a second party. Mail votes or absentee ballots are single acts by a member that consist of the casting a specific vote on a single referendum or in an election and require only the voter's signature.

b) Proxies. Proxies must be in writing, executed by the member or by his or her due and lawful attorney-in-fact or the guardian of such member. The signature of any proxy of a member or of his lawful attorney-in-fact or guardian must be witnessed by the signatures of two (2) persons or attested by a notary public under his or her official seal of office. No more than three (3) proxies can be held by any individual at a single meeting.

Section Twelve. Dues. Annual dues for all types of membership shall be as established from time to time by the Board of Directors.

Section Thirteen. Expulsion of members. Any individual, partners or organizational member whose continued membership is not in the best interests of the Folk Alliance may be expelled from the Folk Alliance by the following procedure: A written statement of charges allegedly constituting grounds for expulsion and signed by not less than fifty (50) members of the Folk Alliance in good standing or by any five (5) Directors shall be submitted to the Board of Directors for action. The Board of Directors shall submit a copy of these changes to the member not less than five (5) weeks prior to the meeting of the Board of Directors at which the Board of Directors is scheduled to review the charges and render a decision. Any member so charged shall have the right to appear before the Board of Directors at this meeting, in person or by written statement, and present evidence in his or he behalf. Removal from the Folk Alliance's membership may be effected only by two-thirds (2/3) vote of the Folk Alliance's entire Board of Directors. Each member of the Folk Alliance agrees to be bound by the decision of the Board of Directors in such circumstances. Failure to pay annual dues within date of expiration shall automatically terminate membership or associate status.

Article IV Board of Directors:

Section One. Board of Directors. The Board of Directors is that group of persons vested with the responsibility for management of the business and affairs of the Corporation.

Section Two. Single Director Class. The Board of Directors of the Corporation will constitute a single class.

Section Three. Qualifications. The qualifications for becoming and remaining a Director of this Corporation are as follows:

A. Directors need not be residents of the state of incorporation.

B. Directors must be members of this Corporation in good standing, either voting or non voting and are elected to this position as individuals.

C. Directors must have an interest in the promotion of the purposes of the Corporation.

Section Four. Size and Composition. The Board of Directors of this Corporation shall be comprised of no less than fifteen (15) and no more than twenty-one (21) members. The voting membership shall elect up to fifteen (15) Directors as provided under Article IV, Section Five. The Directors may, as needed, appoint additional Directors up to the maximum number of twenty-one (21) Directors. The Directors may appoint the additional Directors to balance the Board's representation by gender, geography, business skills, and membership types as noted in Article III, Section Three.

Section Five Elections.

A. Election Procedure. At the 1991 general membership meeting, fifteen (15) Directors will be elected by voting members for staggered terms of one (1), two (2), and three (3) years as determined by random selection. Each Director will hold office for the term for which elected or until a successor has been selected and qualified. At each successive general membership meeting, one third (1/3), of the elected positions on the board (i.e. five Directors) will be elected for a three year term by voting members registered with the corporation. The new board may at any time assess board needs and appoint up to six (6) board members to fill those needs. New Board members so appointed shall serve terms which expire at the second AGM after their appointment. The Nominating Committee, in accordance with Article VI, Section 5, will nominate Director candidates.

The following election procedure will be carried out at specified days before election according to this schedule:

1. 180 days: Nominating Committee mails candidate solicitation letters to members. Candidates are contacted for willingness to serve if elected, qualifications and skills and a short "platform" statement. A slate of candidates is prepared. All Directors are elected "at large."

2. 120 days: Nominating Committee mails literature describing the slate of candidates to all members of the Folk Alliance

3. 90 days: Any ten (10) members may nominate additional candidates, whose willingness to run and qualifications are confirmed. Such nominations must be received by this date.

4. 60 days: The merged slate literature and Ballot is mailed to all members of the Folk Alliance.

5. 0 days: Election day at the annual meeting. All ballots for all elections or by-laws changes must be supervised by a Certified Public Accountant, or a Chartered Accountant, or the equivalent, who shall then attest to its authenticity. The sealed count is brought to the annual meeting unopened. Proxy and live ballots are cast at the annual meeting. Write-ins are permitted. Each voting member may vote for no more than the number of ("n") Directorships open, normally five (5). All votes are checked for eligibility. The top "n" vote-getters are elected Directors.

B. Alternate Election Procedure. The Board of Directors may resolve by 2/3 vote to hold any particular election by mail or other accepted common carrier, according to timetables and procedures established in Article IV, Section Five-A. Additionally, each member of the corporation should be notified 120 days in advance if this alternate procedure is to go into effect. Furthermore,

1. The ballot shall provide space for write-in votes and must be accompanied by a certificate of authenticity, which must be signed by the member and returned with the completed ballot.

2. The Board of Directors shall establish a cut-off date by which ballots must be post-marked or date stamped and sent by mail or other acceptable common carrier in order to be counted for the election.

3. The ballots will be tabulated by an independent accounting firm selected by the Board of Directors.

Section Six. Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment by a majority of the remaining Board of Directors. The new Director appointed to fill the vacancy will serve for the un-expired term of the predecessor in the office.

Section Seven. Place of Director's Meetings. Meetings of the Board of Directors, regular or special, in person or by teleconference, will be held at the registered office of this Corporation or any other place within or without the state of incorporation, as provided, or such place or places as the Board of Directors designates by resolution duly adopted.

Section Eight. Regular Director's Meetings. Regular meetings of the Board of Directors, including the annual meeting of the Board, will occur at least twice in each calendar year. The annual meeting of the Board will be held in conjunction with the annual meeting of the members. Other meetings of the Board may be held throughout the year as determined by the Board of Directors.

Section Nine. Notice of Special Director's Meetings. Written or printed notice stating the place, day and hour of any special meeting of the Board of Directors will be delivered to each Director not less than twenty-one days before the date of the meeting, either personally or by overnight mail, by or at the discretion of the President, or the Secretary, or the Directors calling the meeting. If mailed, such notice will be deemed to be delivered twenty-four (24) hours after it is deposited in the mail addressed to the Director at his/her address as it appears on the records of this Corporation, with overnight postage prepaid. Such notice must state the business to be transacted at, or the purpose of, such meeting.

Section Ten. Call of Special Board Meeting. A special meeting of the Board of Directors may be called by either:

1. Any two officers; or

2. A majority of the Board of Directors

Section Eleven. Waiver of Notice. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section Twelve. Quorum of Directors. A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a Regular meeting at which a quorum is present, and the act of two thirds (2/3) of the Directors present at a special meeting at which a quorum is present, will be the act of the Board of Directors unless a greater number is required under the provisions of the nonprofit Corporation Law of 1972, and Articles of Incorporation of this Corporation, or any provision of these Bylaws.

Section Thirteen. Any Board member not present for two consecutive meetings shall be considered removed, subject to a two thirds (2/3) majority approval of the remaining members.

Article V Officers:

Section One. The Officers of this Corporation will consist of the following personnel:

1. A President

2. A Vice President

3. A Secretary

4. A Treasurer

Section Two. Selection of Officers. Each of the Officers of the Corporation will be elected and appointed annually by the Board of Directors. Officers must be members of the Board of Directors who have been elected by the general membership, or, in the instance of Treasurer only, be appointed by the Board of Directors. Officers will hold office for one (1) year. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place before the close of the annual general meeting.

Section Three. Multiple Officeholders. In any election of Officers, the Board of Directors may not elect and appoint a single person to any two or more offices simultaneously.

Section Four. President. The President will preside as the Chairperson of the Board and oversee the operation of the Board, organization of its meetings, and committees. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.

Section Five. Vice President. The Vice President will perform all duties and exercise all powers of the President when the President is absent or otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors.

Section Six. Secretary. The Secretary will keep minutes of all meetings of the Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.

Section Seven. Treasurer. The Treasurer will oversee financial activity of the Corporation. The treasurer will render reports and accountings to the Directors and to the Members, and submit the proposal for the following year's annual budget. The Treasurer will also perform such other duties as may be required by the Board of Directors or Members, by law, by the Articles of Incorporation, or by these Bylaws.

Section Eight. Executive Director. The Board shall employ an Executive Director to maintain the offices and manage the administrative affairs of the Corporation. The Executive Director shall be responsible to the Board and shall be governed by the duties and authority granted by the Board. The Executive Director shall maintain books of account of the Corporation, and shall make the same available at any reasonable time to the officers and Directors of the Corporation. The Executive Director shall be bonded at all times. The Board may also hire other employees of the Corporation at its discretion.

Section Nine. Removal of Officers. Any Officer elected or appointed to the office may be removed by the persons authorized under these Bylaws to elect or appoint such officers whenever, in their judgment, the best interests of the Corporation will be so served. Such removal will be by majority vote by the Board of Directors. However, such removal will be without prejudice to any contract rights of the Officer so removed.

Article VI Committees:

Section One. Definition of Directorial Committees. This Corporation may have certain Committees, each of which will consist of one (1) or more Directors, and other members as deemed necessary. These Directorial Committees will have and exercise some prescribed authority of the Board of Directors in the management of this Corporation. However, no such Committee will have the authority of the Board in reference to affecting the following:

A. Submission to members of any action requiring approval of Members under the Nonprofit Corporation Law of 1972.

B. Filling of vacancies on the Board.

C. Adoption, amendment, or appeal of the Bylaws.

D. Amendment or repeal of any resolution of the Board.

E. Action on matters committed by Bylaws or resolution of the Board to another Committee of the Board.

Section Two. Appointment of Committees. The Board of Directors, by resolution, duly adopted by a majority of the Directors in office, will designate and appoint one or more Directorial Committees, and delegate to such Committees specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. However, the creation of such Directorial Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on such personnel otherwise by law.

Section Three. Required Committees. The following Directorial Committees will always be operative as part of the corporate management and with the following specific and prescribed authority of the Board to exercise in the management of this Corporation. The particular Directors to be serving form time to time thereon are to be designated and appointed by the Board of Directors in a resolution which may otherwise add to the scope of such Committee's authority, if legally permissible, but not subtract from it:

A. The Executive Committee

B. The Nominating Committee

Section Four. The Executive Committee. The Executive Committee which will act for the Board of Directors in the day-to-day management of this corporation in the absence of action by the Board, where legally permissible. The Executive Committee cannot modify any actions taken by the Board. The Executive Committee will consist of six (6) members; the Corporate Officers (four members), the Executive Director, and an elected at-large Director, elected at the annual meeting.

Section Five. The Nominating Committee. The Nominating Committee will act for the membership in actively seeking qualified candidates for Directors of this Corporation, and will carry out its responsibilities set forth in the election procedure of Article IV, Section 5. The Nominating Committee is charged to submit a slate of candidates for Directors of the Folk Alliance who characterize the multicultural, geographical, membership types, and business skills necessary to manage the Folk Alliance. The Nominating Committee will consist of five (5) members of the Corporation, no more than two of whom may be Directors. The Chairperson will be a Director. Each year the Board will appoint and empower the Nominating Committee no less than 210 days prior to the annual membership meeting.

Article VII Informal Action:

Section One. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of this corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persona entitled to notice, whether before or after the time of said meeting, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of special meeting of members, specify the general nature of the business to be transacted.

Section Two. Action by Consent. Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may by taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the Corporation.

Article VIII Operations:

Section One. Fiscal Year. The fiscal year of this Corporation shall begin on July 1 and end on June 30 of each calendar year.

Section Two. Execution of Documents. Except as otherwise provided by law, drafts, promissory notes, orders for the payment of money, check drafts against the main Folk Alliance checking account, and other evidences of indebtedness of this Corporation will be signed by two elected officers of the corporation. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by two of the duly elected officers of the Corporation. In addition, checks against defined limited operating accounts may be signed by the executive director, the president, or the treasurer of the Corporation.

Section Three Books and Records. This corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its membership meetings, Board of Director's meetings, and Directorial Committee meetings. The Corporation will keep at its registered office a membership register giving the names and addresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to the date certified by the Secretary of the corporation.

Section Four. Inspection of Books and Records. All books and records of this Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.

Section Five. Nonprofit Operations. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers or Directors for services rendered.

Section Six.Loans to Management. This Corporation will make no loans to any of its Directors or Officers.

Section Seven. Written Reports. Each year at the annual general meeting the Chairman of the Board, Treasurer, and Secretary of the Corporation shall present Written Reports to the Membership. The Treasure's report shall contain a statement of income and expenditures for the previous fiscal year.

Article IX Amendments:

Section One. Procedure. These Bylaws may be altered, amended, or repealed by a two-thirds majority vote of the ballots cast by written ballot open to the entire voting membership. Twenty five (25) voting members of the Folk Alliance or a majority vote of the Board of Directors may propose alteration, amendment, or repeal of these Bylaws by giving written notice to the Secretary of the Folk Alliance at least ninety (90) days prior to the annual membership meeting. Written notice of the intent to alter, amend, repeal or adopt new Bylaws must be given to the general membership when notices and ballots of the annual general membership meeting are sent out, sixty (60) days prior to the meeting as specified in Article IV Section 5. Votes on Bylaw changes may be hand delivered at the annual general membership meeting, or mailed to the office specified on the ballot with a postmark or date stamp by acceptable common carrier no later than twenty-one (21) days prior to that meeting.

Article X Director, Officer and Volunteer Liability:

Section One. In accordance with and to the fullest extent permitted by Section 48-58-601 et seq of the Tennessee Code, all directors, trustees or members of the governing bodies of the Corporation shall be immune from suit relating to their actions while serving the Corporation in any of those capacities. Each Director shall discharge their duties in compliance with standards of Tennessee law set out in Section 48-58-301 of the Tennessee Code, including without limitation, as follows: A director shall discharge all duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the director reasonably believes to be in the best interests of the corporation.

Section Two. In addition, Directors shall be indemnified to the fullest extent permitted under Sections 48-58-502 through 48-58-506 of the Tennessee Code, and the Corporation agrees that when a determination must be made by any of its governing bodies in order to permit indemnification, that such a determination will be undertaken promptly so as to permit the fullest and most timely advance of expenses and indemnification where either is available.

Section Three. All Officers, employees and volunteers of the Corporation shall be indemnified to the fullest extent permitted under Section 48-58-507 of the Tennessee Code, and the Corporation agrees that when a determination must be made by any of its governing bodies in order to permit indemnification, that such a determination will be undertaken promptly so as to permit the fullest and most timely advance of expenses and indemnification where either is available.

Section Four. The Corporation shall, at its own cost, obtain what is generally referred to as Directors and Officers insurance to cover all Directors, Officers, employees and volunteers of the Corporation the premium for which shall not exceed an amount set annually by the Board in its approved budget for the coming year, and the coverage and deductible for which shall be the best available at that price from a reputable insurance company. In the event coverage is obtained for actions that are not permissible subjects for indemnification, or fail to meet the standards of performance set out by Sections 48-58-301 for directors or comparable provisions for Officers, the covered Directors and Officers shall be required to pay their proportionate (that is, per capita) share of the premium attributable to that added coverage.

Section Five. Any change in the scope of permissible standards of care, indemnification, advancement for indemnification or insurance shall work a change in these bylaws, but only prospectively. Likewise, any change in these bylaws shall be effective no sooner than the date the change is voted upon and passed in conformity with these Bylaws, and shall not affect the Corporation's responsibility for indemnifying or advancing funds for actions taken before that date.

Article XI Dissolution:

Section One. On dissolution of the Corporation, all property, after payment of provision for debts, shall be distributed to and among corporations, trusts, associations, funds, or foundations organized and operated exclusively for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.

North American Folk Music and Dance Alliance STRATEGIC PLAN 2006 - 2009

Presented to the Folk Alliance Board of Directors Approved: June, 2006

Executive Summary

How can we best serve and expand our membership and community in the current environment and into the future?

In April 2006, the Folk Alliance Board of Directors, staff and invited guests met in Memphis to take an in-depth look of where we are as an organization and where we are going. We studied the last Strategic Plan for results and direction. We discussed the positives, negatives, missteps, accomplishments, disappointments, insights, opportunities, threats, critical issues, weaknesses, and strengths that are Folk Alliance.

We determined to best insure the future of our organization and strengthen our community, we must strengthen the relationships with our regional affiliates and other strategic partners, market Folk Alliance year round to a broader market, upgrade communication and member services, and improve and enhance our annual conference.

It is now time for Folk Alliance to embrace current technologies and the next generation of traditional music, dance artists, and industry. In order to fulfill our mission, Folk Alliance must place itself at the forefront of establishing a valuable long-term home for traditional music and dance and the people that make it happen.

As in the 2002 Strategic Plan, the inherent strengths of the Folk Alliance organization are still the expertise of our Board and membership and our ability to utilize our combined relationships to expand our outreach.

The strategic directions identified that are developed into action steps for the next three to five years are:

Positioning Folk Alliance in an Expanded Marketplace, Increasing Relevance & Value to our Members, Updating our Organizational Infrastructure.

Folk Alliance Mission
The North American Folk Music and Dance Alliance exists to foster and promote traditional, contemporary, and multicultural folk music and dance, and related performing arts in North America. The Folk Alliance seeks to strengthen and advance organizational and individual initiatives in folk music and dance through education, networking, advocacy, and professional and field development.

Folk Alliance Goals
EDUCATION - To increase understanding of the rich variety, artistic value, cultural and historical significance, and continuing relevance of folk music and dance among educators, media, and the general public.

NETWORKING - To provide a bridge to and from folk music and dance organizations and needed resources, and to help those organizations link with their constituencies.

ADVOCACY - To influence decision makers and resource providers on the national, state, provincial, and local levels, insuring the growth of folk music and dance.

FIELD DEVELOPMENT - To support and encourage the development of new and existing grassroots folk music and dance organizations.

PROFESSIONAL DEVELOPMENT - To strengthen the effectiveness of folk music and dance organizations by providing professional development opportunities.

Introduction

Since 1989, Folk Alliance has been maturing as an organization to serve the folk music and dance community in North America. From the first formational meeting in Malibu in January of 1989 until the present, Folk Alliance has grown to play a significant role in the community of presenters, agents, artists, print and broadcast media, folklorists, record companies, and others involved in the presentation, promotion and preservation of folk music, dance and storytelling.

In June 2005, Folk Alliance moved its headquarters to Memphis Tennessee and the annual International Folk Alliance Conference is set to be held in Memphis for at least four of the next five Februarys. The positive results of this move were immediate. The reduction in our cost of doing business alone has provided a much needed financial cushion that we never had in the past. As more non-conference revenue streams are established, the financial stability will allow us to devote more attention to member services and outreach than ever before.

In the spring of 2006, the Folk Alliance Board of Directors charged the Executive Director with developing a new multi-year Strategic Plan for the organization. The plan was to utilize our existing Board of Directors talent pool, several longtime members, and industry professionals from outside the organization.

The strategic planning committee met April 22-25, 2006 in Memphis. The time frame for the committee's work was a three to five year window focusing on the first year's activities. The committee analyzed the question, "How can we best serve and expand our membership and community in the current environment and info the future?" For the purpose of the plan, the "membership and community" includes past' present and potential members.

The Committee identified three strategic directions within which to develop plans for the next 3-5 years. These directions are all equally important in the development of the Folk Alliance, and they each contribute individually and in concert with each other, to take Folk Alliance forward to a strong future in support of the folk music and dance community of North America.

The first draft of this Strategic Plan will be delivered to the participants for review the first week of June 2006 for review and input. A completed Plan will be presented in late June 2006 for a vote of acceptance. This Plan is set to begin on July 1, 2006.

You will notice several redundancies in the plan from the last plan developed in 2002. This is unavoidable due to some goals being ongoing or updated in this type of organization. Missions concerning outreach, branding and member services, by nature, are never complete and are regularly adjusted to address generation and market changes.

The Strategic Planning Committee Staff:

Louis Jay Meyers (FA Executive Director/Memphis, TN), Cindy Cogbill (FA Sales Director/Memphis TN), Randi Lynn (FA Member Services Director), Brenda Ford (FA Administration Director/Memphis TN), Board of Directors: Leslie Berman (Attorney, FA Board President/Lake Charles, LA), Val Denn (Val Denn Agency, FA Board Vice-President/Wimberley TX), Alan Korolenko (Barrel of Music Productions, FA Board Secretary/Westport MA), Juan Dies (Artist/Chicago IL), Gilles Girand (Folquebec/Montreal QC), Biff Kennedy (Charterhouse Music/Ambler PA), Dan Navarro (FA Board Treasurer/Los Angeles CA), Millie Rahn (Folklorist/Watertown MA), Garth Ross (Kennedy Center/Washington DC), Mark Smith (MusicYukon/Whitehorse YT), Cheryl McEnaney (EMI Music/Los Angeles CA), Eric Peltoniemi (Red House Records/St. Paul MN), Judy Peiser (Center for Southern Folklore/Memphis TN), Bruce Newman (Attorney/Memphis TN) Guests: Kari Estrin (Kari Estrin Management/Nashville TN), John Pointer (Artist/Austin TX), Don Bird (Don Bird Presents/Toronto ON), Randy Wynne (WMNF/Tampa FL), Anne Saunders (Falcon Ridge Folk Festival/Sharon CT), Tom Frouge (Albuquerque Music Office/Albuquerque NM), Erin Benjamin (Ontario Council of Folk Festivals/Ottawa ON), Andy Cohen (Artist, Folklorist/Memphis TN), Facilitator: Liz Allen Fey (Management Solutions Group/Nashville, TN)

The Vision

What we want to see in three to five years is a Folk Alliance that:

has expanded inclusiveness throughout the organization
has implemented a fully international branding campaign
has created services that attract and retain members
shows a substantial membership growth
has resolved all private showcase issues for its annual conference
has achieved multi-tiered industry attendance at its annual conference
has an organizational structure that integrates and supports North American and Regional relationships

Three Strategic Directions to Reach the Vision

Positioning Folk Alliance in an expanded marketplace

Goal: To create a Folk Alliance branding and marketing campaign that expands our existing marketplace while giving stronger definition of who we are as an organization and community.

Current: Folk Alliance is currently only reaching a small percentage of its potential membership. Our current marketing outreach has been centered around our member publications and similar events. Although this outreach is imperative and should be expanded, we must begin to insert our organization into new marketplaces through publications, event outreach and mass distribution of information. During the last year we have created new relationships with several outside organizations including The Recording Academy, GoGirlsMusic.com, NARM and others.

Tactic 1: Establish a marketing committee

Action 1: July - September 2006 Members Selected (Responsibility: Board of Directors)

Action 2: July - September 2006 Schedule Established (Responsibility: Board & ED)

Action 3: July - September 2006 First Marketing Committee Meeting (Responsibility: ED)

Action 4: July - September 2006 Create clean databases and "fishing list" for information distribution (Responsibility: Member Services Director)

Action 5: July - September 2006 Explore Outsourcing (Responsibility: ED)

Tactic 2: Brand Development

Action 1: July - September 2006 Select logo that brands organization (Responsibility: Board & ED)

Action 2: July - September 2006 Create slogan that defines organization (Responsibility: Staff & Board)

Action 3: July - September 2006 Create "elevator speech" that articulates the organization clearly and concisely (Responsibility: Staff)

Action 4: October - December 2006 Launch of logo, slogan & elevator speech (Responsibility: Staff)

Tactic 3: Marketing Plan Development

Action 1: July - September 2006 Develop budget for marketing plan (Responsibility: ED & Committee Chair)

Action 2: July - September 2006 Budget determined and approved (Responsibility: Board)

Action 3: October - December 2006 Fully develop marketing plan (Responsibility: ED & Committee)

Action 4: October - December 2006 Develop advertising campaign (Responsibility: ED & Committee)

Action 5: October - December 2006 Finalize PR and promotion campaign (Responsibility: ED & Committee Chair)

Action 6: October - December 2006 Finalize strategic partnership initiatives (Responsibility: ED & Sales Director)

Action 7: January - March 2007 Launch new marketing campaign (Responsibility: Staff)

Action 8: April - June 2007 Analyze and review current plan (Responsibility: ED & Committee Chair, then Board)

Action 9: April - June 2007 Update plan for 2007 fiscal year (Responsibility: ED)

Increase the Relevance and Value of Folk Alliance to its Members

Goal: To create year around value for our current and potential members that is not solely based on our annual conference. To establish relevance and value in new marketplaces. To achieve a higher degree of diversity as we grow membership without losing sight of our mission.

Current: Folk Alliance is currently reestablishing and expanding our member services based on the ongoing needs of our membership. By establishing relationships with other member service organizations, we can create new member services that are unique to Folk Alliance and encourage business to our Folk Alliance members.

Tactic 1: Launching a new website

Action 1: July - September 2006 Final development of new site (Responsibility: Member Service Director)

Action 2: July - September 2006 Complete move from temporary site to new site (Responsibility: Member Services Director) Folk Alliance Strategic Plan - page 7

Action 3: July - September 2006 Conference related info added (Responsibility: Member Service Director)

Action 4: October - December 2006 All database functions operable (Responsibility: Member Service Director)

Action 5: October - December 2006 All conference schedule and participant info added (Responsibility: Member Service Director)

Action 6: January - March 2007 Onsite conference news, photos and reports (Responsibility: Staff)

Action 7: January - March 2007 Conference wrap-up posted (Responsibility: Staff)

Action 8: April - June 2007 Additional components added (Responsibility: Member Service Director)

Tactic 2: Membership Rate Restructure

Action 1: July - September 2006 Develop plan for restructure (ED & Member Service Director)

Action 2: July - September 2006 Present proposed changes to Board for approval (ED & Member Service Director)

Action 3: July - September 2006 Notify membership (Responsibility: Member Service Director) Folk Alliance Strategic Plan - page 8

Action 4: October - December 2006 Notification with all renewal notices (Responsibility: Member Service Director)

Action 5: January - March 2007 Notification reminder with all outgoing materials (Responsibility: Staff)

Action 6: April - June 2007 Initiated (Responsibility: Member Services Director)

Tactic 3: Collect member demographic information

Action 1: July - September 2006 Create form for desired information (Responsibility: ED & Member Services Director)

Action 2: July - September 2006 Update database to collect and utilize information (Responsibility: Member Service Director)

Action 3: October - December 2006 Distribute form to membership and conference registrants (Responsibility: Staff)

Action 4: April - June 2007 All responses in database (Responsibility: Member Service Director)

Action 5: April - June 2007 Output and analyze information (Responsibility: Staff)

Tactic 4: Moving Forward with the Performing Rights Organizations (PRO'S)

Action 1: July - September 2006 PRO Committee meeting (Responsibility: ED) Folk Alliance Strategic Plan - page 9

Action 2: October - December 2006 Discussion with membership (Responsibility: ED)

Action 3: January - March 2007 Meeting with PRO's (Responsibility: ED & Committee)

Action 4: January - March 2007 Meet with Membership (Responsibility: ED)

Action 5: April - June 2007 Recommendation to Board (Responsibility: ED)

Tactic 5: Building Diversity

Action 1: July - September 2006 Board recruitment of a new diverse Board member (Responsibility: Board)

Action 2: July - September 2006 Direct marketing to recruit more diverse membership (Responsibility: Staff)

Action 3: October - December 2006 Develop programs and benefits to encourage diversity (Responsibility: ED)

Action 4: January - March 2007 Encourage outreach through new recruitment (Responsibility: Board & Staff)

Update our Organizational Infrastructure

Goal: To improve communication and participation in the organization from and between our Board, membership and the folk community.

Current: Forward progress that requires Board participation can sometimes be awkward and time consuming. Board and staff responsibilities are sometimes unclear. Changes in the way we do business occurred as a result of the office move, change of longtime Executive Director, and an entirely new staff. We are still in the process of building a new working foundation for our organization that meets the needs and demands of our members.

Tactic 1: Restructure the Board to Reach our Goals

Action 1: July - September 2006 Funded youth board member position (Responsibility: Board)

Action 2: July - September 2006 Fill strategic board diversity position (Responsibility: Board)

Action 3: July - September 2006 Develop action plan for Board recruitment (Responsibility: Board)

Action 4: October - December 2006 Eliminate Board exclusivity through financial assistance to Board (Responsibility: Board & ED)

Tactic 2: Remain mission focused

Action 1: Revisit mission and long term plans regularly (Responsibility: ED)

Action 2: Establish unified mission (Responsibility: ED)

Tactic 3: Develop Staff and Volunteers for growth

Action 1: Ensure special projects are funded and staffed (Responsibility: ED)

Action 2: Train volunteers for safety and security (Responsibility: ED)

Action 3: Provide ongoing opportunities for staff training and development (Responsibility: ED)

Tactic 4: Improve communications throughout Folk Alliance

Action 1: Expand relationships at all levels to increase diversity (Responsibility: Board & Staff)

Action 2: Improve communication at all institutional levels (Responsibility: Board & Staff)

Tactic 5: Organize new agreements with Folk Alliance regional affiliates

Action 1: July - September 2006 Meet to resolve Folk Alliance Canada issues (Responsibility: Board)

Action 2: July - September 2006 Meeting of Canadian stakeholders with FA Board and staff (Responsibility: Board & ED)

Action 3: July - September 2006 Create task force of Board and regions to resolve issues (Responsibility: Board)

Action 4: October - December 2006 Meet with Canadian affiliates at OCFF (Responsibility: Board)

Action 5: October - December 2006 Formalize relationship between regional organizations and the international office (Responsibility: Board)

Action 6: October - December 2006 Establish regular scheduled regional conference calls (Responsibility: Board)

Action 7: October - December 2006 Southeast region launches (Responsibility: Staff)

Action 8: January - March 2007 Reassess regional relationships and make corrections (Responsibility: Board & Staff)

The North American Folk Music and Dance Alliance exists to foster and promote traditional, contemporary, and multicultural folk music and dance, and related performing arts in North America. The Folk Alliance seeks to strengthen and advance organizational and individual initiatives in folk music and dance through education, networking, advocacy, and professional and field development.

GOALS OF THE FOLK ALLIANCE

To increase understanding of the rich variety, artistic value, cultural and historical significance, and continuing relevance of folk music and dance among educators, media, and the general public. (Education)

To provide a bridge to and from folk music and dance organizations and needed resources, and to help those organizations link with their constituencies. (Networking)

To influence decision makers and resource providers on the national, state, provincial, and local levels, insuring the growth of folk music and dance. (Advocacy)

To support and encourage the development of new and existing grassroots folk music and dance organizations. (Field Development) To strengthen the effectiveness of folk music and dance organizations by providing professional development opportunities. (Professional Development)

Annual Audit June, 2006.pdf
Annual Audit June, 2004.pdf
Annual Audit June, 2005.pdf
Annual Audit June, 2007.pdf

FOLK ALLIANCE BOARD OF DIRECTORS:

Dan Navarro – Folk Alliance President
dnavarro@lownav.com

Val Denn – Folk Alliance Vice President
valdenn@valdenn.com

Tom Neff – Folk Alliance Treasurer
tneff@grassyhill.org

William (Biff) Kennedy – Folk Alliance Secretary
kennedy@biffco.com

Ann Forbes – Executive Committee Member At-Large
forbesandcompany@sympatico.ca

Erin Benjamin
erin@ocff.ca

Allison Brock
widecut@jrtwave.com

Herschel Freeman
hfreeman@herschelfreemanagency.com

Mike Gormley
lapersdev@yahoo.com

Greg Johnson
bluedoormusic@yahoo.com