SOUTH CAROLINA FLUTE SOCIETY, INC.
ARTICLE I. ORGANIZATION
The name of this organization is South Carolina Flute Society, Inc, a nonprofit corporation established pursuant to the South Carolina Nonprofit Corporation Act, S.C. Code Ann. 33-31-101 et seq. (Supp.1998).
The purposes for which this corporation shall be organized and function are: To strengthen and enhance the musical environment and add musical diversity to the area it serves, whether locally, statewide, nationally or internationally. To promote the appreciation of flute music through music education and public performance. To provide for musical growth and expression of its members and provide the means for musicians of advanced proficiency to interact and perform. To foster an appreciation for flute music and music in general among diverse educational, social, and economic groups.
The original principal office of the corporation shall be within the State of South Carolina and shall be located at 203 Wakewood Way, Greenville, South Carolina 29609. The board of directors may change the location of the principal office. The corporation may have such other offices, either within or without the State of South Carolina, as the board of directors may designate or as the business of the corporation may require from time to time.
ARTICLE II. BOARD OF DIRECTORS2.1 General Powers
All corporate powers shall be exercised by or under the authority of, and the business, property and affairs of the corporation shall be managed, controlled and supervised under the division of the board of directors.
2.2 Number, Tenure, and Qualifications of the Board of Directors
The board of directors shall consist of a president, vice president, secretary, treasurer, and odd number (at least three and not more than nine) of members-at-large. Each director other than the members-at-large shall hold office for a term of two years until the next annual meeting of members or until removed. The members-at-large shall serve one year terms and shall hold office for a term of one year until the next annual meeting of members or until removed. However, if a director’s term expires, he shall continue to serve until his successor shall have been elected and qualified or until there is a decrease in the number of directors. Terms for the secretary and treasurer are not limited. All other directors are limited to two consecutive terms, but may be re-elected after sitting out a year. Directors other than the President who are serving in a consecutive second term may be elected as President, but only for one term. For the initial board of directors, the president, secretary, and members-at-large will serve a one year first term with subsequent terms being those lengths set forth above while the vice-president and treasurer shall always serve two year terms. Thus a rotation of board members will be created. The number of members-at-large, i.e., 3, 5, or 7, shall be set by the board of directors in advance of the annual meeting of members and shall be binding until the following annual meeting of members, at which time the number may be modified in advance of the annual meeting for the following year.
2.3 Election to the Board of Directors
At the first annual meeting of members, and annually thereafter, the members in good standing shall nominate and elect directors. A quorum of members in good standing must be present to hold the election. A quorum shall consist of 50% of the members in good standing, plus one. The candidate who receives the most votes shall be elected to the board of directors. In the case of a tie, the two candidates who received the most votes shall be voted on again until one candidate receives more votes. If the tie cannot be resolved through a reasonable number of attempts through membership voting, the current President (not newly elected President) or if there is no current President in attendance, the Vice-President shall break the tie.
2.4 Regular Meetings of the Board of Directors
A regular meeting of the board of directors shall be held without other notice and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution passed by the board.
2.5 Special Meetings of the Board of Directors
Special meetings of the board of directors may be called by or at the request of the president or any other director. The President shall fix the place and time for holding any special meeting of the board of directors.
2.6 Notice of Special Meeting of the Board of Directors
Unless the articles of incorporation provide for a longer or shorter period, notice of any special meeting shall be given at least two days previously thereto either orally or in writing. If mailed, such notice shall be deemed to be effective at the earlier of: (1) when received; (2) 5 days after deposited in the United States mail; or (3) the date shown on the return receipt is signed by or on behalf of the director. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
2.7 Director Quorum
A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors.
2.8 Manner of Acting
(a) Required Vote
The act of majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors unless the articles of incorporation require greater percentage.
(b) Telephone Meeting
Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(c) Failure to Object to Action
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after the adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
2.9 Action Without a Meeting
Unless the articles of incorporation provide otherwise, action required or permitted by this the South Carolina Business Corporation Act of 1988, to be taken at a board of directors meeting may be taken without a meeting if the action is assented to by all members of the board. The action may be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action evidenced by written consents under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
2.10 Removal of a Director
The members may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the articles provide that the directors may only be removed with cause.
The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the members and board of directors. He may sign, with the secretary or any other proper member of the Board contracts or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed and executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors or by the Bylaws from time to time.
The vice-president shall, in the absence of the president or in the event of his death, inability or refusal to act, perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall maintain the bylaws and solicit changes and improvements to the bylaws as needed, and perform such other duties as from time to time may be assigned to him by the president or by the board of directors.
The secretary shall: (a) keep the minutes of the proceedings of the organizational meetings and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws; (c) be custodian of the corporate records and of any seal of the corporation and if there is a seal of the corporation, see that it is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the corporation; (e) keep a register of the post office address of each member which shall be furnished to the secretary by such member; and (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.
The treasurer shall: (a) have charge and custody of and be responsible for all financial affairs of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors; (c) make financial reports at all board meetings and prepare year-end status reports; (d) prepare budgets; and (e) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.
The member-at-large shall be a board member that acts as a liaison between the membership and the board. The member-at-large shall perform specific duties as assigned by the president at the discretion of the board.
Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the members may fill the vacancy. During such time that the members fail or unable to fill such vacancies then and until the members act: the board of directors may fill the vacancy if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. The term of a director elected to fill a vacancy expires at the next meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
(a) Standing Committees.
The board of directors may create committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.
(b) Selection of Members
The creation of a committee and appointment of members to it must be approved by a majority of all the directors in office when the action is taken.
(c) Required Procedures
All sections of this Article which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the board of directors, apply to committees and their members.
Each committee may exercise those aspects of the authority of the board of directors which the board of directors confers upon such committee in the resolution creating the committee.
ARTICLE IV. MEMBERS AMD MEMBERSHIP3.1 Membership defined
A member shall be a person, business or professional firm with an interest in music and which contributes annually to the support of the corporation, either musically as an auditioned musician in the organization, and/or financially as a member of the community contributing at least One and No/100 Dollar ($1.00) annually. Membership in the corporation shall be non-transferable, non-assignable and non-refundable.
3.2 Annual Meeting
The annual meeting of the members shall be held on such date and time and at such place as shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of South Carolina, such meeting shall be held on the following day that is not a holiday. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or at any subsequent continuation after adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient.
3.3 Special Meetings
Special meetings of the members, for any purpose or purposes, described in the meeting notice, may be called by the president, or by the board of directors, and shall be called by the president at the request of the members of not less than one-tenth of all outstanding votes of the corporation entitled to be cast on any issue at the meeting.
3.4 Notice of Meeting
(a) Required notice
Written notice stating the place, day and hour of any annual or special member meeting shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the board of directors or other persons calling the meeting, to each member of record entitled to vote at such meeting and to any other member entitled by the articles of incorporation to receive notice of the meeting. Notice shall be deemed to be effective at the earlier of: (1) when deposited in the United States mail, addressed to the member at his address as it appears on the corporation’s current record of members, with postage thereon prepaid, (2) on the date shown on the return receipts if sent by registered of certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, (3) when received, or (4) 5 days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation’s current record of members.
(b) Adjourned Meeting
If any member is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is fixed then notice must be given pursuant to the requirements of paragraph (a) of this Article IV, 4.4, to those persons who are members as of the new record date.
(c) Waiver of Notice
The members may waive notice of the meeting (or any notice required by the articles of incorporation or bylaws), by a writing signed by the member entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records. A member’s attendance at a meeting: waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
3.5 Member List
The secretary of the Board shall make a complete record of the members entitled to vote at each meeting of members thereof, arranged in alphabetical order, with the address of each. The member list must be available for inspection by any member, beginning on the date on which notice of the meeting is given for which the list was prepared and continuing through the meeting. The list shall be available at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting is to be held. A member is entitled on written demand to inspect and copy the list at his expense during regular business hours, and during the period it is available for inspection. The corporation shall maintain the member list in written form or in another form capable of conversion into written form within a reasonable time.
3.6 Quorum and Voting Requirements
A majority of the votes entitled to be cast on the matter by the members constitutes a quorum of members for action on that matter. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action.
Voting by proxy at a meeting of the members, the board of directors, or any committee, is prohibited.
Each member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. Where a member is a business or corporation, said member is also entitled to one vote.
Unless otherwise provided in the articles, at each election for directors every member entitled to vote at such election shall have the right to vote for as many persons as there are directors to be elected and for whose election he has the right to vote.
3.10 Member’s Rights to Inspect Corporate Records
(a) Minutes and Accounting Records
The corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office
Upon written notice of at least five business days, a member has the right to inspect and copy, during regular business hours any of the following records, all of which the corporation is required to keep at its principal office: its articles or restated articles of incorporation and all amendments to them currently in effect; its bylaws or restated bylaws and all amendments to them currently in effect; resolutions adopted by its board of directors; the minutes of all member meetings, and records of all action taken by members without a meeting, for the past ten years; all written communications to members generally within the past three years, including the financial statement furnished for the past three years to the members; and a list of the names and business addresses of its current directors
(c) Copy Costs
The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
ARTICLE V. CORPORATE SEAL4.1 Corporate Seal.
The board of directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, South Carolina as the state of incorporation, and the words “Corporate Seal.”
ARTICLE VI. ANNUAL AUDIT5.1 Annual Audit
The accounts of the corporation shall be independently audited annually by an accountant or auditor that is not on the board of directors and not directly associated with the finances of the corporation. The Treasurer shall not conduct the annual audit. The Treasurer will act as the corporate liaison and provide the necessary documents/ information to the accountant or auditor hired by the board of directors to conduct the annual audit.
ARTICLE VII. DISSOLUTION6.1 Dissolution
In case this corporation wishes to dissolve and by due process of law shall dissolve, all assets of whatever nature, or their equivalents in value which remain after the just debts and liabilities of this corporation have been satisfied, shall be used for such cultural and educational purposes as will complete or continue undertakings for the public benefit.
ARTICLE VIII. AMENDMENTS7.1 Amendments
The corporation’s board of directors may amend or repeal any of the corporation’s bylaws by a unanimous vote of the Board of Directors.
The corporation’s members may amend or repeal the corporation’s bylaws by a 75% vote of a quorum in attendance even though the bylaws may also be amended or repealed by its board of directors. Any notice of a meeting of members at which bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of bylaws and contain or be accompanied by a copy or summary of the proposal.
ARTICLE IX. CONSTRUCTION8.1 Construction
Whenever the context so requires, the gender of all words used in these Bylaws includes the masculine, feminine, and neuter, and the singular shall include the plural, and conversely.
Any matter not specifically addressed by these bylaws shall by governed by the applicable provisions of the South Carolina Nonprofit Corporation Act, S.C. Code Ann. 33-31-101 et seg.(Supp.1998).
Signed and dates this 24th day of July 2007 by the undersigned, being all the initial incorporators of South Carolina Flute Society, Inc.
Wendy Cohen, Initial Incorporator
Amanda Barrett, Initial Incorporator