Newport Jazz Festival
INCORPORATED

NEWPORT, RHODE ISLAND

OFFICERS:

LOUIS L. LORILLARD, PRESIDENT - GEORGE T. WEIN, FIRST VICE-PRESIDENT - JOHN HAMMOND, SECOND VICE-PRESIDENT - RICHARD SHEFFIELD, SECRETARY
JEREMIAH P. MALONEY, TREASURER

DIRECTORS:

THE OFFICERS AND IRVING BECK - CHARLES BOURGEOIS - MARSHALL BROWN - WILLIS CONOVER - LANGSTON HUGHES - DAVID WARREN
MARSHALL STEARNS - MISS TERRI TURNER - CHARLES MCWHORTER

PUBLIC RELATIONS:

WESTON ASSOCIATES

July 7, 1959

There will be a dinner meeting of the Board of Directors of the Newport Jazz Festival at the Shamrock Cliff Friday night, July 10th (cocktails 6:30, dinner 7:00) to transact such business as may come before the Board.

A NON-PROFIT CORPORATION "TO ENCOURAGE AMERICA'S ENJOYMENT OF JAZZ AND TO SPONSOR THE STUDY OF JAZZ, A TRUE AMERICAN ART FORM"

NEWPORT JAZZ FESTIVAL, INC.

By-Laws

## ARTICLE I

### The Corporation

Section 1. Name. The name of the Corporation is Newport Jazz Festival, Inc.

Section 2. Principal Office. The principal office of the Corporation is 63 Touro Street in the City of Newport, Rhode Island. The Corporation may have such other business office as the Board of Directors may from time to time establish.

Section 3. Seal. The seal of the Corporation shall be circular in form, and mounted on a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall be inscribed the words "Newport Jazz Festival, Inc.", and in the center of the seal shall appear the numerals "1954".

Section 4. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of October in each year, and end on the 31st day of September in the following year.

## ARTICLE II

### The Object

Section 1. Object. The object of the Corporation is to promote an interest in music; to hold and conduct music festivals, band festivals, band concerts and other musical concerts and other entertainments for the entertainment, amusement, recreation and pleasure of the public; to conduct and hold musical competitions and other musical festivals, and generally to promote the interest of the public in music; to raise funds for the establishment of scholarships for the assistance of talented persons interested in music; and generally to conduct and promote various functions,

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fates, fairs, festivals and concerts, without profit, for charitable purposes.

## ARTICLE III

### The Members

Section 1. Membership. Any person who supports the object for which the Corporation was formed may be elected as a member by the Corporation or the Board of Directors.

Section 2. Dues. Dues for membership may be fixed by the Corporation or the Board of Directors.

Section 3. Voting, etc. Members in good standing shall be entitled to vote, either personally or by proxy, and to hold office.

## ARTICLE IV

### Meetings

Section 1. Place of Meetings. Meetings of the members of the Corporation may be held at such place within this state as the Board of Directors shall designate.

Section 2. Annual Meeting. The annual meeting of the members for the election of the Board of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the first Friday in October in each year.

Section 3. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or one tenth of all the members entitled to vote at the meeting.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 30 days before the date of the meeting, either personally or by mail, by

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### ARTICLE VI

#### The Executive Committee

**Section 1.** Designation of Executive Committee. The Board of Directors, by resolution, may designate not less than five nor more than seven Directors to constitute an Executive Committee. The Board of Directors shall have the power at any time to fill vacancies therein, to change any member thereof, and to change the functions or terminate the existence thereof.

**Section 2.** Powers of the Executive Committee. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be required by resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the Corporation, including power to authorize the seal of the Corporation to be affixed to all papers which may require it. The Executive Committee may also from time to time formulate and recommend to the Board of Directors for approval, general policies, according to the management of the business and affairs of the Corporation. All minutes of meetings of the Executive Committee shall be attached to the next succeeding meeting of the Board of Directors for approval.

**Section 3.** Procedure, Meetings, Quorum. The President of the Corporation shall act as Chairman at all meetings of the Executive Committee. The Executive Committee shall keep a record of its acts and proceedings. Regular meetings, of which no notice shall be necessary, shall be held on such days and at such places as the Executive Committee may from time to time定 fixed by resolution of the Executive Committee.
Special meetings shall be called at the request of any member of the Executive Committee, and shall be held upon notice by word of mouth received not later than two hours preceding the time for meeting. A majority of the Executive Committee, from time to time

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time, shall be necessary to constitute a quorum for the transaction of any business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee.

## ARTICLE VII

### The Officers

**Section 1.** **Number.** The principal officers of the corporation shall consist of a President, a First Vice-President, a Second Vice-President, a Treasurer and a Secretary.

**Section 2.** **Election, Term of Office.** The officers shall be chosen annually by the Board of Directors at their first meeting following the annual meeting. Each officer shall hold office until his successor is chosen and qualified.

**Section 3.** **Vacancies.** Any vacancy in any office shall be filled for the unexpired portion of the term by the vote of the Board of Directors.

**Section 4.** **The President.** The President, who shall be Chairman of the Executive Committee and a member ex officio of all committees, shall preside at all meetings. He shall, in general, perform all duties incident to the office of President, and such other duties as, from time to time, may be assigned to him by the Board of Directors.

**Section 5.** **The Vice-Presidents.** Each Vice-President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

**Section 6.** **The Secretary.** The Secretary shall keep or cause to be kept in books provided for the purpose, the minutes of the meetings of the members of the Board of Directors and of the Executive Committee; shall see that all notices are duly given in

8. On or about December 5, 1958, the plaintiff was relieved of her aforesaid duties with defendant. Plaintiff has at all times ably performed said duties prior to her dismissal and has never been informed of the reasons for her dismissal.

9. Defendant refuses to rehire plaintiff and refuses to pay plaintiff for her property right in conceiving the idea of the defendant's Festival, and for her services rendered in connection with the founding, promotion and operation of the defendant's Jazz Festival.

10. By reason of the premises, plaintiff has been damaged in the sum of One hundred thousand ($100,000.00) Dollars.

## COUNT II

11. Plaintiff repeats and realleges each and every allegation contained in paragraph "1" hereof, with the same force and effect as though fully set forth at length herein.

12. Plaintiff maintains this Count II for a declaratory judgment pursuant to 28 U.S.C. Section 2201, for the purpose of determining a question of actual controversy between the parties, as hereinafter more fully appears.

13. The plaintiff was lawfully elected a director of defendant at the time of its organization, on or about April 26, 1954, and was thereafter re-elected a director each year by the board of directors until December 5, 1958. On each occasion plaintiff was elected a director until her successor was lawfully appointed. Plaintiff has been a member of defendant at all times since its organization to the present time.

14. On December 5, 1958, certain members of the defendant purported to hold a special meeting of the corporation

3.

(a) The board of directors, purporting to act pursuant to the election held at the purported special meeting of December 5, 1958, has not been elected legally as the board of directors of the defendant.

(d) The plaintiff and those persons elected as directors thereof at the duly constituted meeting of the defendant held next prior to December 5, 1958, constitute the only legally elected directors of the defendant.

(e) The plaintiff have such other, further and different relief as the court may deem just in the premises.

3. On Count II that a permanent injunction issue against the defendant directing defendant to reconstitute the board of directors which was acting as the directors of the defendant prior to December 5, 1958, and to disband the board of directors illegally elected at the alleged special meeting held on December 5, 1958 until such time as a new board of directors be legally elected.