ARTICLE 1: OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation is located in Bolivar County, State of Mississippi.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
Mid-South Flute Society c/o Keith Pettway 600 5th Avenue Cleveland, Mississippi 38732 Signature: __________________________ Dated: 3/19/2001 ____________________
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be: to promote and encourage flute playing among flutists of all ages and levels of expertise. This will be accomplished mainly through the presentation of the annual Flute Festival Mid-South.
ARTICLE 3 DIRECTORS/OFFICERS SECTION 1. NUMBER OF DIRECTORS AND OFFICERS ON THE BOARD
The corporation shall have eight directors/officers. The elected officers shall consist of President, Vice-President/President Elect, Immediate Past President, Secretary, Treasurer, and three Board Members-at-Large, Festival Chairman and other such officers with such titles as may be determined from time to time by the Board of Directors. Ruth Ann McClain, as founder of the Society, shall serve as a board member until such time as she chooses to resign. If the Festival Chairman is not a duly elected member of the board, he/she will serve as a member of the board during the year that he/she is host of the Flute Festival Mid-South. Collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows: They shall be paid members in good standing of the society.
SECTION 3. POWERS Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; (c) Supervise all officers and agents of the corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
SECTION 5. DUTIES OF PRESIDENT The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 6. DUTIES OF VICE-PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all of the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 7. DUTIES OF SECRETARY The Secretary shall: (a) Certify and keep at the principal office of the incorporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. (b) Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of all members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. (d) Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. (e) Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. (f) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. (g) In general, 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 to him or her from time to time by the Board of Directors.
SECTION 8. DUTIES OF THE TREASURER The Treasurer shall: (a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. (b) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. (c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. (d) Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. (e) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor. (f) Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. (g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by the Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF THE FESTIVAL CHAIRMAN The Festival Chairman shall serve as host of the Flute Festival Mid-South. He/she shall: (a)Make all logistical and physical arrangements for the Flute Festival Mid-South. (b) Coordinate all publicity and advertising for the Flute Festival Mid-South. (c) Work closely with the President in all matters dealing with the presentation of the festival. Decisions concerning the festival shall be approved by the President. Expenditures of more than one hundred dollars ($100) will need approval of the Board.
SECTION 10. ELECTION AND TERM OF OFFICERS Each director shall hold office for a period of two years and until his or her successor is elected and qualifies. Officers and Board Members-at-Large shall be elected by the general membership at the annual meeting. The term of office for any elected officer is two years. The Vice President/President Elect, Secretary and one Member-at-Large shall be elected in odd years, and the Treasurer and two Members-at-Large shall be elected in even years. In the first year of incorporation, which is an odd year, the Treasurer and two Members-at-Large will be elected for one-year terms. The Festival Chairman shall be appointed by the Board of Directors.
SECTION 11. COMPENSATION Directors shall serve without compensation; board members who perform special duties of the society may receive an honorarium as approved by the board.
SECTION 12. PLACE OF MEETINGS Meetings shall be held at the site of the festival unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 13. REGULAR MEETINGS Regular meetings of Directors shall be held at the site of the festival before the general membership meeting. Regular meeting of the membership shall be held on Saturday during the festival at a time announced to the membership at least two weeks in advance.
SECTION 14. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President, by any two board members, or by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the place designated by the person or persons calling the special meeting.
SECTION 15. LONG DISTANCE MEETINGS Due to the geographical size of the Mid-South Flute Society, with board members living hundreds of miles apart, some board business can be conducted via electronic means (email/fax). A motion can be brought before the president and will be distributed to all board members. Discussion will be allowed and a second to the motion requested. If the motion is seconded, a vote will be called, and votes will be cast via email. The Secretary will record any such action into the minutes, which will be read at the next regular meeting.
SECTION 16. NOTICE OF MEETINGS Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: (a) Regular Meetings: No notice need be give of any regular meeting of the board of directors. (b) Special Meetings: At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by fax machine, or by email, and the notice shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of fax or email notification, the board member contacted shall acknowledge personal receipt of the fax or email notice by a return message or telephone call within twenty-four hours of the first fax transmission or email.
SECTION 17. QUORUM FOR BOARD MEETINGS A quorum shall consist of two-thirds of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, the Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 18. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 19. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the President of the corporation, or, in his or her absence, by the Vice President of the corporation, or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding office shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 20. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 21. NONLIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 22. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 23. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 24. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors until the next general membership meeting when a replacement can be elected. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
ARTICLE 4 The corporation shall have committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 1. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 5 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer. All expenditures over one hundred dollars must be approved by the Board.
SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.
ARTICLE 6 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep: (a)Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b)Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; (c)A record of its members, if any, indicating their names and addresses, and, if applicable, the class of membership held by each member and the termination date of any membership; (d)A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times.
SECTION 2. DIRECTORS’ INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 3.MEMBERS’ INSPECTION RIGHTS If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member: (a)To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times,upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested. (b)To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled. (c)To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member. Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 7 IRC 501(c)(3) TAX EXEMPTION PROVISIONS SECTION 1.LIMITATIONS ON ACTIVITIES No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by in Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 8 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to the power of the members of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE 9 CONSTRUCTION AND TERMS If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.All references in these Bylaws to the Articles of Incorporations shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
MEMBERSHIP PROVISIONS OF THE BYLAWS OF THE MID-SOUTH FLUTE SOCIETY ARTICLE 10 MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS There shall be three classes of membership: student, regular and life. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.
SECTION 2. QUALIFICATIONS OF MEMBERS The qualifications for membership in this corporation are as follows: Student members are any student in elementary, high school, or a student enrolled full time in a college, university or conservatory. Regular members are adults not enrolled full time in a school or college.
SECTION 3. ADMISSION OF MEMBERS Applicants shall be admitted to membership: Student and regular members shall become active members and remain active members by paying an annual membership fee. Life members shall pay a one-time membership fee and shall remain active members for their lifetime.
SECTION 4. FEES AND DUES The annual dues payable to the corporation by members shall be: $15 for a Student Membership, $25 for a Regular Membership, and $100 for a Life Membership.
SECTION 5. NUMBER OF MEMBERS There is no limit on the number of members the corporation may admit
SECTION 6. MEMBERSHIP BOOK The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
SECTION 7. NONLIABILITY OF MEMBERS A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
SECTION 9. TERMINATION OF MEMBERSHIP The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (2) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, membership shall be terminated. A member may avoid such termination by paying the amount of delinquent at any time during the year. The renewed membership shall be valid until the next Festival. All rights of a member in the Corporation shall cease on termination of membership as herein provided.
ARTICLE 11 MEETINGS OF MEMBERS SECTION 1. PLACE OF MEETINGS Meetings of members shall be held at the site of the Festival or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
SECTION 2. REGULAR MEETINGS A regular meeting of members shall be held of Friday of the Festival, for the purpose of electing officers and directors and transacting other business as may come before the meeting. The candidates receiving the highest number of votes shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing officers and directors shall be deemed a regular meeting.
SECTION 3. SPECIAL MEETINGS OF MEMBERS Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
SECTION 4. NOTICE OF MEETINGS Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the telephone or by facsimile machine, provided, however, in the case of fax notification, the member to be contacted shall acknowledge personal receipt of the fax notice by a return message or telephone call within twenty-four hours of the first fax transmission.Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 5. QUORUM FOR MEETINGS A quorum shall consist of ten members and two board members.Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meetings is a motions to adjourn.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
SECTION 7. VOTING RIGHTS Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly help meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.
SECTION 8. ACTION BY WRITTEN BALLOT Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall: 1)Set forth the proposed action; 2)Provide an opportunity to specify approval or disapproval of each proposal; 3)Indicate the number of responses needed to meet the quorum requirement.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
SECTION 9. CONDUCT OF MEETINGS Meetings of members shall be presided over by the President of the corporations or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.AMENDMENT 1:
ARTICLE 10, SECTION 4. FEES AND DUES. “The annual dues payable to the corporation by members shall be: $15 for a Student Membership, $25 for a Regular Membership, and $100 for a Life membership.” Change to: “The annual dues payable to the corporation by members will include Student and Regular Memberships, at an amount to be determined by the Board of Directors.”
AMENDMENT 2: ARTICLE 3: DIRECTORS/OFFICERS SECTION 1. Number ofdirectors and officers on the board: “Ruth Ann McClain, as founder of the Society, shall serve as a board member until such time as she chooses to resign.” Change to: “Ruth Ann McClain and Keith Pettway shall serve as board members until such time as they choose to resign.”
AMENDMENT 3: Throughout: Change “Chairman” or “Chairperson” to “Chair.”
AMENDMENT 4: Throughout: Change “Flute Festival Mid-South” to “Mid-South Flute Festival.”
