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Bylaws
(PDF Version)
BY-LAWS OF SAVANNAH FOLK MUSIC SOCIETY, INC.
(as amended, February 18, 2001)
ARTICLE ONE
OFFICES
1.1 The address of the
registered office of the Corporation is 15 E. Welwood Drive, Savannah,
Georgia 31419; and the name of the registered agent at this address is
Joseph W. Nelson.
1.2 The Corporation
may have offices at such place or places (within or without the State of
Georgia) as the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.
ARTICLE TWO
MEMBERSHIP
2.1.a The annual
meeting of the members of the Corporation shall be held within or without
the State of Georgia at such place and time as may from time to time be
fixed by the Board of Directors.
2.1.b
Notwithstanding subparagraph 2.1(a) above, pursuant to O.C.G.A. Section
14-3-81, the failure to hold the annual meeting shall not work a
forfeiture, or give cause for dissolution of the Corporation, nor shall
such failure affect otherwise valid corporate acts.
2.2 An annual
meeting of the members shall be held at a place and time determined by the
Board of Directors within the first calendar quarter of the year, at which
the members shall elect by a plurality vote a Board of Directors and
transact such other business as may properly be brought before the meeting.
2.3 Special
meetings of the members, for any purpose or purposes, unless otherwise
prescribed by statute or the articles of incorporation, may be called by
the President, and shall be called by the President or the Secretary when
so directed by the Board of Directors.
2.4 Special
meetings of the members may be called by the President, and shall be called
by the President or the Secretary when so directed by the Board of
Directors. Such requests shall state the purpose or purposes of the
proposed meeting.
2.5 Any action of
the members of the Corporation may be taken without a meeting if written
consent, setting forth the action so taken, is signed by all the members
entitled to vote with respect to the subject matter. Such consent shall
have the same force and effect as a unanimous vote of the members.
2.6 Each member
shall be entitled to one vote on each matter submitted to a vote of the
members. The member may vote in person or by proxy.
2.7 Each member
shall pay such annual dues as may be fixed by the Board of Directors.
2.8 Membership
shall not entitle any member to any interest in any property or funds owned
or acquired by the Corporation.
ARTICLE THREE
DIRECTORS
3.1 The property
and business of the Corporation shall be managed by its Board of Directors.
3.2 The Board of
Directors shall consist of not less than five (5) nor more than ten (10)
members, the precise number to be fixed by resolution of the shareholders
from time to time.
Each Director
(whether elected at an annual meeting of members or otherwise) shall hold
office until the annual meeting of members held next after his election and
until a qualified successor shall be elected, or until his earlier death,
resignation, incapacity to serve or removal.
3.3 If any vacancy
shall occur among the directors by reason of death, resignation, incapacity
to serve, increase in the number of directors, or otherwise, the remaining
directors shall continue to act, and such vacancies may be filled by a
majority of the directors then in office, though less than a quorum, and,
if not theretofore filled by action of the directors, may be filled by the
members at any meeting held during the existence of such vacancy.
3.4 The Advisory
Board shall consist of new Board candidates and will exist to rotate
current Directors onto periodically, as well as providing the source for
new Directors. Advisory Board members should attend regular Board and
steering committee meetings.
3.5 New Board
candidates must either be (1) existing Board members in good standing, or
(2) active Advisory Board members of at least six months. All Board members
should rotate to Advisory Board status once every three years, as deemed
reasonable.
3.6 The Board of
Directors may hold its meetings at such place or places (within or without
the State of Georgia) as it may from time to time determine.
3.7 Directors shall
receive no compensation for attendance at regular or special meetings of
the Board of Directors or at any special or standing committees thereof as
may be from time to time determined by resolution of the Board of
Directors.
3.8 Any Director
may resign at any time by giving written notice to the President or
Secretary of the Corporation. Such resignation shall take effect at the
time it is received by the Secretary of the Corporation unless otherwise
specified therein.
3.9 Any Director
may be removed with or without cause at any time by the affirmative vote of
the majority of the entire number of directors in office at any meeting,
provided that there shall have been included in the notice of such meeting
notice of the intention to remove such Director.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Each newly
elected Board of Directors shall meet at the place and time which shall
have been determined, in accordance with the provisions of these by-laws,
for the holding of the regular meeting of the Board of Directors scheduled
to beheld next following the annual meeting of the shareholders at which
the newly elected Board of Directors shall have been elected, or, if no
place and time shall have been fixed for the holding of such meeting of the
Board of Directors, then immediately following the close of such annual
meeting of members and at the place thereof, or such newly selected Board of
Directors may hold such meeting at such place and time as shall be fixed by
the consent in writing of all the directors. In any such case no notice of
such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting.
4.2 Regular
meetings of the Board of Directors may be held without notice at such time
and place (within or without the State of Georgia) as shall from time to,
time be determined by the Board of Directors.
4.3 Special
meetings of the Board of Directors may be called by the President on not
less than two days notice by mail, telegram, cablegram or personal delivery
to each director and shall be called by the President or the Secretary in
like manner and on like notice on the written request of any two or more
directors. Any such special meeting shall be held at such time and place
(within or without the State of Georgia) as shall be stated in the notice
of meeting.
4.4 At all meetings
of the Board of Directors, the presence of a majority of the authorized
number of directors, shall be necessary and sufficient to constitute a
quorum for the transaction of business. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically
provided by law, by the articles of incorporation or by these by-laws. In
the absence of a quorum a majority of the directors present at any meeting
may adjourn the meeting from time to time until a quorum be had. Notice of
any adjourned meeting need only be given by announcement at the meeting at
which the adjournment is taken.
4.5 Any action
required or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if, prior to
such action, a written consent thereto is signed by all members of the
Board or of such committee, as the case may be and such written consent is
filed with the minutes of the proceedings of the Board or Committee.
ARTICLE FIVE
OFFICERS
5.1 The Board of
Directors at its first meeting after each annual meeting of shareholders
shall elect from among the Board of Directors, the following officers: a
President, one or more Vice-Presidents (one of whom may be designated
Executive Vice-President), a Secretary and a Treasurer. The Board of
Directors at any time and from time to time may appoint such other officers
as it shall deem necessary, who shall hold their offices for such terms as
shall be determined by the Board of Directors and shall exercise such
powers and perform such duties as shall be determined from time to time by
the Board of Directors.
5.2 Any person may
hold any two or more offices, except that no person may hold both the
offices of President and Secretary.
5.3 The officers of
the Corporation shall receive no compensation for their services.
5.4 Each officer of
the Corporation shall hold office until his successor is chosen or until
his earlier resignation, death or removal, or the termination of his
office. Terms of office shall be limited to four years, where practical.
Any officer may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby.
PRESIDENT
5.5 The President
shall be the chief executive officer of the Corporation and shall have
general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall call meetings of the shareholders, the
Board of Directors and the Executive Committee to order and shall act as
chairman of such meetings.
VICE PRESIDENT
5.6 The Vice
Presidents shall perform such duties as are generally performed by vice
presidents. The Vice Presidents
shall perform such other duties and exercise such other powers as the Board
of Directors shall request or delegate.
SECRETARY
5.7 The Secretary
shall attend all sessions of the Board of Directors and all meetings of the
shareholders and record all votes and the minutes of all proceedings in
books to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, any
notice required to be given of any meetings of the shareholders and of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors, under whose supervision he shall be.
TREASURER
5.8 The Treasurer
shall have charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all monies or other valuable
effects, in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render
to the President and to the Board of Directors, whenever requested, an
account of the financial condition of the Corporation, and in general, he
shall perform all the duties incident to the office of a Treasurer of a Corporation,
and such other duties as may be assigned to him by the Board of Directors,
or the President.
5.9 In case of the
absence of any officer of the Corporation or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may delegate
for the time being, any or all of the powers or duties of such officer to
any officer or to any Director.
ARTICLE SIX
CAPITAL STOCK
6.1 The Corporation
shall have no authorized, issued or outstanding capital stock.
ARTICLE SEVEN
LIMITATIONS
7.1 The Corporation
shall not conduct or carry on any activities not permitted to be conducted
or carried on by any organization exempt under Section 501(c) (3) of the
Internal Revenue Code of 1954, and its Regulations as they may exist or as
they may hereafter be amended, or by an organization contributions to which
are deductible under Section 170(c) (2) of such Code and Regulations as
they now exist or as they may hereafter be amended. The Corporation is not
organized and shall not be operated for pecuniary gain or profit. No part
of the property of the Corporation and no part of its net earnings shall
inure to the benefit of any member or private individual and no part of the
direct or indirect activities of the Corporation shall consist of carrying
on propaganda, or otherwise attempting to influence legislation, or of
participating in or intervening in (including the publication or
distribution of statements) any political campaign on behalf of any
candidate for public office, nor shall any part of its property or any part
of the income therefrom be devoted to such purposes.
ARTICLE EIGHT
DISSOLUTION
8.1 Upon the
dissolution of the Corporation, any assets remaining thereafter shall be
conveyed to such organization or organizations as shall be selected by the
Board of Directors, provided, however, that such organization or
organizations shall be exempt under Section 509(c) (3) of the Internal
Revenue Code of 1954, or any organization or organizations contributions to
which are deductible under Section 170(c)(2) of such Code or corresponding
provisions of any subsequent federal tax laws.
ARTICLE NINE
MISCELLANEOUS
FISCAL YEAR
9.1 The Fiscal Year
of the Corporation shall end on the 31st day of December of each year.
SEAL
9.2 The corporate
seal shall be in such form as the Board of Directors may from time to time
determine.
AMENDMENTS
9.3 A quorum being
present, the majority of the members present at a meeting, will have power
to make, alter, amend or repeal the by-laws of the Corporation at any
annual or special meeting of which notice of the purpose to make, alter,
amend or repeal the by-laws has been duly communicated in writing to all members.
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