About the CBA
About the CBA
About the Cascade Blues Association
Who we are... The Cascade Blues Association is a 501(c)(3) non-profit organization dedicated to the preservation and promotion of blues and roots music in the Great Northwest.
Have a question about how the CBA works, who's on the Board, how you can join, or other important matters? The links on to the left should help you find what you're looking for.
The Cascade Blues Association is the Proud Recipient of the Blues Foundation’s “Keeping The Blues Alive” Award for 2003!
This award is presented to the blues society that has been the most active in the past year through its newsletter, educational efforts and community outreach programs. It's the highest attainable honor for non-performers in the blues industry, created to recognize the behind-the-scenes professionals and fans who keep the Blues thriving and forging ahead.
Let Your Old Instruments Make New Music
Written by Administrator Tuesday, 16 June 2009 21:39
Do you have an instrument sitting around your house collecting dust? Maybe you had good intentions when you bought it. You were going to take the time to learn to play, but just didn’t couldn’t find that extra time or didn’t have the patience. Well you can bring new life to these instruments by donating them to the Cascade Blues Association. Your gift of a musical instrument in good, working condition will be turned over to the CBA’s Blues Education / Blues In The Schools program where it can be placed into a young student’s hands who otherwise may not be able to afford to purchase one on their own. Just send us an e-mail at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or leave a message at either the CBA office (503-223-1850) and let us know you have an instrument to donate. Let that instrument do what it was meant to do, make new music and place a smile on a young musician’s face.ARTICLE 11
Written by Administrator Wednesday, 10 June 2009 19:04
Other Business Items
11.1 Committees. The activities of the Corporation shall be carried out by committees. The structure and configuration of the committees shall be determined by the Board of Directors. Each committee will operate under the guidance of a committee chairperson within parameters defined by its charter, a written statement of its goals and operations. All committee chairpersons will be assigned by the Board of Directors. No committee shall engage in any activity beyond the scope of its charter without the approval of the Board. Committees shall regularly report to the Board of Directors as prescribed by the Board. The Board of Directors shall provide guidance and assistance to the committee chairpersons.
11.2 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
11.3 Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the name of the State of Oregon, and the words "Corporate Seal."
11.4 Notice and Waiver of Notice:
11.4.1 Notice. All notices to the Corporation or to the Board shall be sent care of the President, to the principal office of the Corporation or to such other address as the Board may hereafter designate from time to time. All Member notices shall be sent to the last address designated by the Member.
11.4.2 Waiver. Whenever any notice is required to be given to any Member or Director of the Corporation under the provisions of these Bylaws, the Articles of Incorporation, or by law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 10
Written by Administrator Wednesday, 10 June 2009 19:03
Amendments to Bylaws
10.1 How Proposed. Amendments to these Bylaws shall be proposed by either a majority of the Board or by Members having one-third of the votes entitled to be cast for such amendment. The proposed amendment must be reduced to writing and shall be included in the notice of any meeting at which action is to be taken thereon.
10.2 Adoption. The proposed amendment may be adopted by the membership at a regular or special meeting of the Members called for that purpose. However, those provisions of these Bylaws which are governed by the Articles of Incorporation of this Corporation or by the Act may not be amended except as provided in the Articles or in the Act.
ARTICLE 9
Written by Administrator Wednesday, 10 June 2009 19:03
Limitation of Liability, Indemnification
9.1 Liability:
9.1.1 No Director or uncompensated officer of the Corporation shall be personally liable to the Corporation or its Members for monetary damages for conduct as a Director or uncompensated officer; provided that this Article shall not eliminate liability which may not be eliminated under the Act.
9.1.2 No amendment to the Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a Director or uncompensated officer for any act or omission which occurs prior to the effective date of such amendment.
9.1.3 The provisions of this Article are intended to be in addition to and not in limitation of any other provisions of the Bylaws or any agreement of the Corporation or any law that eliminates or limits the liability of Directors, officers and others acting on behalf of the Corporation.
9.2 Indemnification. A Director, Officer, employee, Member or agent of the Corporation shall be indemnified against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any civil action, suit or proceeding in which he or she may be named as a party, and which is in connection with his or her duties as a Director, Officer, Employee, Member or Agent of this Corporation if he or she acted in good faith. and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
ARTICLE 8
Written by Administrator Wednesday, 10 June 2009 19:03
Contracts, Checks and Deposits
8.1 Contracts. No contract may be made in the name of the Corporation without the approval of the Board of Directors. Such approval may be granted in general or confined to specific instances.
8.2 Loans. No loan may be made on behalf of the Corporation unless authorized by the Board of Directors in writing.
8.3 Disbursements. The Board of Directors shall approve the writing of all checks, or payment of money by the Corporation. Such approval may be granted in general or confined to specific instances. Dispersal of petty cash shall adhere to guidelines established by the Board.
8.4 Banking. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or trust companies or other depositories as the Board of Directors may select.
ARTICLE 7
Written by Administrator Wednesday, 10 June 2009 19:02
Officers
7.1 Enumeration. There shall be a President, a Vice-President, a Secretary, a Membership Secretary and a Treasurer. No person shall hold more than one office.
7.2 Election of Officers. Officers shall be elected by vote of the general membership at the annual membership meeting held in December as provided in Section 5.1. Officers shall be elected by individual ballot.
7.3 President. The President shall supervise and direct the business of the corporation. In addition, the President shall preside at meetings of the Members and of the Board of Directors.
7.4 Vice President. In the absence of the President or as occasionally designated by the President or Board of Directors, the Vice President shall perform the duties of the President.
7.5 Secretary. The Secretary shall keep minutes of all meetings of the Membership and Board of Directors, see that all notices are given in accordance with these Bylaws as required by law, and be custodian of the corporate records. The Secretary shall maintain a list of all generally authorized CBA activities.
7.6 Membership Secretary. The Membership Secretary shall keep the Membership roster current and accurate.
7.7 Treasurer. The Treasurer shall have charge of, custody of and control of all funds of the corporation, shall give and receive monies payable and due to the Corporation from any sources and deposit such money in the name of the Corporation in such banks as may be selected in accordance with these Bylaws. The Treasurer shall maintain a list of generally authorized monetary expenditures approved by the Board. The Treasurer shall be custodian of all financial records, invoices and receipts of the Corporation. The Treasurer shall provide a financial status report to the Board each month which includes all financial transactions of the Corporation.
7.8 Compensation. No Officer shall receive financial compensation for his or her services as an Officer of the Corporation.
ARTICLE 6
Written by Administrator Wednesday, 10 June 2009 19:02
Board of Directors
6.1 Size. There shall be between five (5) and fifteen (15) Directors, including officers. The exact number shall be determined from time to time by the Board. No reduction in the size of the Board shall serve to cut short the term of any Director.
6.2 Composition and Election. The Board shall consist of five (5) officers and such additional non-officer Directors as are determined under Section 6.1.
6.2.1 Officers shall be elected as provided in Section 7.2.
6.2.2 Non-officer Directors shall be elected by the Board at the first scheduled Board meeting in July.
6.3 Authority. The business and affairs of this Corporation shall be managed exclusively and entirely by the Board of Directors. No Member of the association is authorized to act on behalf of the Corporation without the approval of the Board of Directors.
6.4 Meetings. The Board of Directors shall meet at least monthly to discuss Corporation business, and changes to the Bylaws. Regular meetings shall be arranged, both as to time and location, and noted in the minutes. Any Member of the Corporation may attend the first scheduled Board meeting of the month and address the Board. However, portions of any meeting may be held in Executive Session upon direction of the President. While in Executive Session, only Directors and specific invitees of the President may attend. Special meetings may be held upon call and notice by the president, or upon resolution of the Board of Directors. Directors shall be notified by mail or telephone of such special meetings.
6.5 Annual Meeting. The Board of Directors shall meet following the election of officers.
6.6 Quorum. A quorum of the Board of Directors shall be necessary to conduct business; a quorum shall consist of at least one-third of the prescribed number of Directors.
6.7 Voting. A resolution of the Board of Directors shall be determined by a majority vote of Directors in attendance at the meeting. Written ballots may be requested by any Director.
6.8 Director Conflict of Interest. Any Director can be disqualified from voting when a case of potential conflict of interest is determined by a majority of votes cast by the remaining Directors. A potential conflict of interest exists if one or more Directors could experience direct or indirect personal gain or loss due to the outcome of a Board resolution. Directors have an affirmative duty to disclose to the Board of Directors all material facts of any potential conflict of interest. Actions of the Board are not voidable on the grounds of conflict of interest except as provided in the Act.
6.9 Term, Commencement of Term. Directors shall serve for a one year term. Officers shall begin serving on January 1st after the election. At-Large Directors will begin serving immediately after their election or appointment.
6.10 Removal of Directors. At any regular or special membership meeting, one or more of the Directors may be removed by a majority vote of the Members present, and a successor may be elected to fill the vacancy created. A Director whose removal is proposed shall be given an opportunity to speak to the membership prior to the vote for his or her removal.
6.11 Resignation of Directors. Any Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. The effectiveness of such resignation shall not prejudice the rights, if any, of the Corporation against the Director so resigning.
6.12 Vacancies. A vacancy which occurs among the Board of Directors shall be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the unexpired term of his or her predecessor in office.
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