Bylaws of the Greenwood Festival Chorale, Inc. [501(c)(3)]

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BYLAWS    OF

GREENWOOD FESTIVAL CHORALE, INC.

ARTICLE 1.

Purpose of Corporation

GREENWOOD FESTIV AL CHORALE, INC. (the “Corporation”) will operate as an eleemosynary corporation under the laws of the State of South Carolina for the following purposes: To receive, hold, manage, invest or arrange for investing and to acquire by gift, devise, bequest, purchase or otherwise and use property of any kind and funds exclusively to provide opportunities for Chorale members to perform Choral works of a wide variety of composers composition styles, and scale while also providing culturally enriching programs to the community at large through concerts presented at least annually by the Chorale.

It shall be the function of this Corporation to do all things permitted by law, including but not limited to borrowing funds, purchasing property, leasing or mortgaging assets, pledging the same, in connection with or in the furtherance of such purposes. Notwithstanding any other provision in the Articles of Incorporation or Bylaws, the purposes for which this corporation is organized are exclusively charitable or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

No part of the net earnings of the corporation shall inure to the benefit of any private individual. Notwithstanding any other provision in the Articles of Incorporation or Bylaws, this corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal Income Tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue Law, or (b) a corporation, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code of 1986 or any other corresponding provision of any future United States Internal Revenue Law.

In the event of dissolution, the residual assets of the corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170( c )(2) of the Internal Revenue Code of 1986 or corresponding sections of any future United States Internal Revenue law, or to the Federal, State, or local government for exclusively public purposes.

ARTICLE II.

Members

Section I. Membership Requirements. The Membership of the Chorale is open to all residents of Greenwood and surrounding counties by demonstrating vocal ability and by payment of annual dues. Membership will be without regard to race, color, religion, or national origin. The annual membership dues shall be specified by the Board of Directors.

Section 2. Annual Meeting. An Annual Meeting of the Members shall be held during September at which time Members will elect Directors to fill vacancies on the Board and conduct other such business as stipulated in the notice of the Annual Meeting. Each Member shall be entitled to one vote, with no proxy right. Those Members attending the meeting shall constitute a quorum. Notice of the Annual Meeting shall be provided to all Members at least two weeks prior to the meeting.

ARTICLE III.

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Board of Directors

Section 1. Governing Body. The governing body of the Corporation shall be its Board of Directors (the Board) which shall consist of a minimum of nine (9) Members (individually “Member”, collectively “Members”) and a maximum of fifteen (15) Members. The Board shall strive to achieve the objectives of the Corporation and shall act upon the business of the Board in a conscientious manner. Directors are expected to take an active role in the promotion and development of the Corporation and shall perform such other duties as may be assigned by the President or the Board. The Artistic Director and Conductor shall serve as an ex-officio member of the Board.

Section 2. Terms of Office. The term of office for each Member of the Board shall be for three (3) years. The term of each Member shall begin January 1 following his/her election. A Member of the Board may serve an unlimited number of terms.

Section 3. Election of Board Members. Nominees for vacancies due to expiring terms on the Board shall be elected at the Annual Meeting by a majority vote of the Members of the Chorale present. . Vacancies due to resignation or termination of a Member of the Board shall be filled by a majority vote of the Directors at a duly called meeting of the Board of Directors.

Section 4. Termination. Any Member of the Board may be removed, at any time – with or without cause by the affirmative vote of at least seventy (70%) percent of the Members of the full Board of Directors.

Section 5. Meetings. The Board shall meet in September of each year prior to the Annual Meeting, and at such other times as the Board shall designate. Meetings of the Board may be called by, or at the request of, the President of the Board or any three (3) Members of the Board. The place of each meeting shall be in Greenwood, South Carolina, unless some other place shall be approved by the Board prior to such meeting. The time of each meeting shall be as set forth in the Notice of the meeting.

Section 6. Notice of Meetings. Notice, stating the time and place, of each meeting shall be sent to each Member of the Board via U. S. Mail at least five (5) days prior to the date of such meeting, or via e-mail, or personal telephone call at least three (3) days prior to the date of such meeting.. This Notice shall include the time and place of such meeting, the name of the person or persons calling such meeting, and the nature of the business to be considered. No business other than that stated in the Notice of a special meeting shall be considered at such special meeting. Any Member of the Board may waive notice of any meeting. The attendance of a Member of the Board at a meeting shall constitute a waiver of notice of such meeting, except where the Member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Quorum and Vote. A majority of the Members of the Board shall constitute a quorum for the transaction of business, and, in the presence of a quorum, except as provided herein (i.e., for the removal of a Member of the Board or an officer, or amending the Bylaws), the vote of a majority of those present shall decide all questions. Less than a quorum may adjourn a meeting, from time to time, until a quorum is present. Each Board member has one vote,

Section 8. Compensation. No Member of the Board (including officers of the Board) shall be compensated for his/her service as a Member of the Board, but shall be entitled to reimbursement for expenses reasonably incurred in the performance of his/her duties as a Member of the Board.

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Section 9. Liability Insurance. The Board is specifically authorized (but not required) to purchase liability insurance to protect the Members of the Board and/or the employees of the Corporation from liability for actions performed in carrying out the duties of their office or employment.

Section 10. Presumption of Assent. A Member who is present at a meeting of the Board, or any committee thereof, at which an action is taken, shall be presumed to have concurred in the action unless their dissent to such action shall be entered in the minutes of the meeting. Such rights to dissent shall not apply to a Member who voted in favor of such action. A Member who is absent from a meeting of the Board or any committee thereof, at which such action is taken, shall be presumed to have concurred in the action unless said Member shall deliver or send by postal or electronic mail his/her dissent to the President or shall cause such dissent to be filed in the minutes of the proceedings of the Board or committee within a reasonable time after learning of such action.

ARTICLE IV.

Officers of Board

Section 1. Officers. The officers of the Board shall be a President, a Vice President, a Past President, a Secretary, a Treasurer and one (1) or more Librarians.

Section 2. Election and Terms. Each officer and Board Members at-Large shall be elected at the September Annual meeting of the Membership, with the term of office beginning on January 1 following his/her election and shall serve for 3 years or until his/her resignation or removal. It is required that each officer be a Member of the Board during his/her term of office. At-Large Members of the Board shall serve in staggered terms.

Section 3. Removal. Any officer may be removed from office by the affirmative vote of at least seventy (70%) percent of the Members of the full Board or by the affirmative vote of at least seventy (70%) percent of the Members of the Corporation. No cause need be assigned for any removal under this section.

Section 4. Vacancies. Any vacancy in any office, regardless of the cause, may be filled for the remainder of the term by election of the Board.

Section 5. President. The President shall preside at all meetings at which he or she is present, shall appoint committee chairs, shall issue Notice for meetings (except where called by three (3) or more Members as provided), and shall coordinate the activities of all committees.

Section 6. Vice President. The Vice President shall serve a three-year term from date of election. This office will automatically progress to President in the second year of his/her term and to Past President during the third year of his/her term. The Vice President presides at Board meetings in the absence of the President, assists in the administration of the Chorale’s activities, coordinates fund- raising efforts and assumes responsibilities as the President and/or Board of Directors may designate.

Section 7. Past President. The Past President shall serve as chair of the Nominating Committee to select Officers, and At-Large Board Members. The Past President shall perform such other duties as may be requested by the President or Board of Directors.

Section 8. Secretary. The Secretary shall keep minutes of all Board meetings and the Annual Membership meeting, notify Directors of meetings and perform such other duties as may be assigned by the President or the Board of Directors. The Secretary will provide all records and any other necessary information to his/her successor.

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Section 9. Treasurer. The Treasurer shall receive, record and deposit all money of the Chorale in a local bank, and shall pay the debts of the Chorale from its funds. The Treasurer shall present an annual report of finances (in writing) to the Board of Directors following the end of the fiscal year., and to the Membership at the Annual Meeting.

Section 10. Librarians. The Librarians shall coordinate the orderly distribution, collection and storage of the Chorale’s printed music library.

Section 11. Multiple Offices. The same individual may simultaneously hold more than one office in the Corporation.

ARTICLEV.

Committees and Advisors

The Board shall appoint an Artistic Director and Conductor. The Artistic Director and Conductor shall provide artistic direction for the Chorale performances to include selection of repertory and performance options. The Artistic Director and Conductor is authorized to contract for musicians, rehearsal conductors and the purchase of music, supplies, etc. related to the preparation and performance of Chorale programs. The Artistic Director and Conductor is authorized to select an Assistant Conductor if and as required. Compensation for this position shall be determined by the vote of the Board of Directors.

The Past President, as the chairperson of the Nominating Committee, shall appoint three members of the Chorale to serve on the Nominating Committee. This committee will present a slate of nominees to serve as Officers and on the Board of Directors. Nominations may be made from the floor during the Annual Meeting.

The President shall annually appoint a Publicity Committee Chairperson and other committee chairpersons as necessary. Committee chairs will select the members of their committee. There is no limit to the number of terms a committee chairperson may serve.

Concerts presented by the Chorale shall be open to the public with admission cost being set by the Board of Directors, except for concerts whose expenses are being paid by a sponsoring organization. Donations will be accepted at the door during concerts for which no admission is charged.

ARTICLE VI.

Execution of Legal Documents

All legal documents, including contracts, deeds, notes, mortgages and other obligations of the Corporation shall be executed in the name of the Corporation by the President of the Board, attested by the Secretary. Such execution shall be authorized by the Board.

ARTICLE VII.

Rules of Order

All meetings shall be conducted according to the current edition of Roberts Rules of Order, or by other procedures, which from time to time are adopted by the Board.

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ARTICLE VIII.

Fiscal Year and Audit

Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January and end on the thirty-first day of December.

Section 2. Annual Accounting. At least annually, the Treasurer shall furnish to the Members of the Board Financial Statements that include a Balance Sheet as of the end of the fiscal year and an Income Statement for that year.

Section 3. Audit. At the pleasure of the Board, an outside auditor may be used to provide an audit of the Corporation’s finances.

ARTICLE IX.

Amendment of Bylaws

These Bylaws may be altered, amended or repealed by a three-fourths (3/4) vote of the full Board of Directors. Changes thus made shall be ratified by a majority vote of the Membership in attendance at the next Annual Meeting. If the vote to ratify fails, the Bylaws will revert back to the previous version. Notwithstanding this authority, any such action taken which would in any way adversely affect the Corporation’s tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any successor provision) shall be null and void ab initio and of no force or effect whatsoever.

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