| THE BYLAWS OF THE FIDDLERS OF THE GENESEE, INCORPORATED |
| Approved by the Board of Directors July 10, 2001 |
| Article I |
| Name and Offices |
| Section 1 |
The name of the corporation is Fiddlers of the Genesee (or “FOG”). |
| Section 2 |
The principal office shall be located at such place within the State of New
York as shall be designated in the certificate of incorporation, as amended
from time to time. As of the date of adoption of these by-laws, the principal
office shall be in the County of Monroe and State of New York. |
| Section 3 |
The corporation may also have offices and places of business at such other
places, within or without the State of New York, as the board of directors
may from time to time determine or the business of the corporation may
require. |
| Section 4 |
The official publication of the corporation shall be a newsletter, which shall
be published at regular intervals to be determined by the board of directors.
Each individual member and each family holding a family membership shall
receive a copy of the newsletter by e-mail when that is agreeable, or
otherwise by United States mail. |
| Article II |
| Purposes |
| Section 1 |
The corporation is a not-for-profit corporation dedicated to bringing
together people for the purpose of stimulating, preserving and promoting the
tradition of “Old Time Fiddling” in the Genesee River area of New York
State and to play a variety of fiddle music, with emphasis on the following:
a. musical participation,
b. non-competitive fellowship,
c. encouragement of music al development,
d. acoustic instrumentation,
e. education of members and the public about old time fiddling. |
| Article III |
| Membership |
| Section 1 |
The corporation shall have three classes of members entitling individuals to
exercise voting privileges and to hold corporation offices.
| a. |
Individual
An individual membership may be granted to any individual of at least
18 years of age. |
| b. |
Family
A family membership may be granted to one or two adults over the
age of 18, together with their legal dependents (under age 18). |
| c. |
Honorary
The board of directors shall have power to grant honorary
memberships to individuals.
| i. |
Honorary members shall have all the privileges of an individual
membership. |
| ii. |
Honorary members shall be exempt from corporation dues. |
| iii. |
Honorary memberships shall continue for life unless revoked by
subsequent action of the board of directors. |
|
|
| Section 2 |
Dues, as determined by the board of directors, shall be required of all
memberships except honorary memberships. |
| Section 3 |
A list of current members shall be maintained by the corporation. |
| Section 4 |
Revocation of Membership:
| a. |
The board of directors shall have the power to revoke membership in
the corporation for cause. Cause for revocation of membership shall include the following:
i. non-payment of dues,
ii. actions or behavior deemed detrimental to the corporation. |
| b. |
Revocation of membership for cause other than non-payment of dues
shall require a confirming vote of two-thirds (2/3) of the corporation
members present at a corporation meeting in which the issue is
considered. Memberships so revoked may be reinstated by vote of the
5
board of directors and a confirming vote of the corporation members
present at the meeting in which the issue is considered. |
|
| Article IV |
| Meetings of the Membership |
| Section 1 |
There shall be an annual meeting of the members of the corporation for
purpose of election of officers and directors and for such other business as
may be stated in the notice of the meeting, or as may properly come before
the meeting. The annual meeting shall be held at such place, date and time
as the board of directors shall determine. |
| Section 2 |
Written notice of the place, date and time of the annual meeting shall be
given to each member not less than fourteen (14) nor more than fifty (50)
days prior to the meeting as specified in Article XI. |
| Section 3 |
The board of directors shall have the power to schedule additional meetings
of the membership. Notice of the place, date, time and purpose of such
meeting, as specified in Section 2 of this article, shall be provided to the
membership. |
| Section 4 |
A special meeting of the membership shall be called by the president at the
written request of twenty five (25) percent of the members of the
corporation. Such request shall state the purpose of the proposed meeting.
The meeting shall be held within forty five (45) days of receipt of the
written request, following notice to the membership as specified in Section
2 of this article. |
| Section 5 |
All meetings of the membership shall be presided over by the president or a
board member designated by the president. In cases of procedural dispute,
business shall be conducted according to Robert’s Rules of Order. |
| Section 6 |
A quorum for transaction of business at any meeting of the membership
shall be ten (10) percent of the membership of the corporation or ten (10)
members, whichever number is greater. |
| Section 7 |
Except as specified otherwise in these by-laws, all votes at meetings of the
membership shall be considered carried by simple majority of those
members present qualified to vote. Each individual member shall be entitled
to one (1) vote. Each adult within a family membership shall be entitled to
one (1) vote. No person shall be permitted at any time to cast a vote by
proxy or absentee ballot. |
| Article V |
| Directors |
| Section 1 |
The corporation shall be governed by a board of directors which shall
manage the business of the corporation as hereinafter provided in Section 6.
The directors shall be elected from and by the membership as hereinafter
provided in Article IX. |
| Section 2 |
The number of directors which shall constitute the whole board shall not be
less than nine (9), nor more than fifteen (15). The initial board shall consist
of the three (3) directors named in the certificate of incorporation. Within
the limits above specified, the number of directors shall be determined by
resolution of the board of directors, adopted by vote of a majority of the
entire board. |
| Section 3 |
The initial board shall have the power to appoint individuals to serve as
interim directors until the first annual meeting. Thereafter directors shall be
elected at the annual meeting of the membership. Each director shall be
elected and shall serve until the qualification of successor directors elected
at the next annual meeting of the membership, unless earlier removed as
provided in Section 7 hereof. |
| Section 4 |
Each director shall be at least nineteen (19) years of age upon election and
be a member of good standing of the corporation. |
| Section 5 |
Four of the directors shall be the corporation’s elected officers, the
president, vice-president, secretary and treasurer, and shall serve for a one
(1) year term. The remainder of the directors shall be elected from the
active membership of the corporation. At the first meeting of the initial
board, directors appointed who are not officers shall be divided as equally
as may be into two (2) classes. The terms of the first class shall expire as a
consequence of the election of board members at the first annual meeting
following incorporation. The terms of the second class shall expire as a
consequence of election of board members at the second annual meeting
following incorporation. Each director other than an officer who is elected
at an annual meeting shall be elected for a two (2) year term. |
| Section 6 |
The business of the corporation shall be managed by its board of directors,
which may exercise all such powers of the corporation and do all such
lawful acts and things as are not prohibited by statute or by the certificate of
incorporation or by these by-laws, including all those powers and acts which
applicable statutes or the certificate of incorporation or these by-laws might
otherwise require to be exercised or done by members of a not-for-profit
corporation. |
| Section 7 |
Any director, including an officer of the corporation may be removed from
office with or without cause at any time, by the vote of two-thirds of the
members present at a meeting of the membership. Notification of this
proposed action shall be provided to the membership as specified in Article
IV, Section 2. |
| Section 8 |
Any director, including an officer of the corporation may be removed from
office with or without cause at any time, by the vote of two-thirds of the
members present at a meeting of the membership. Notification of this
proposed action shall be provided to the membership as specified in Article
IV, Section 2. |
| Article VI |
| Meetings of Directors |
| Section 1 |
The board of directors shall meet regularly, as determined by the board, in
order to transact the business of the corporation. |
| Section 2 |
The president shall serve as chairman of the board. |
| Section 3 |
Special meetings of the board for any purpose may be called by the
president on two (2) days written notice as specified in Article XI. Such
notice shall specify the place, date and time of the meeting and the purpose
for which it is called. |
| Section 4 |
Upon the written request of any three (3) directors, the president shall call a
special meeting as specified in Section 3. Such a meeting shall be called
within ten (10) days of the receipt of the request. Written notice of the
place, date and time of the meeting and the purpose or purposes for which it
is called shall be given to each director. |
| Section 5 |
At all meetings of the board, except as otherwise provided by law as to
certain transactions, a majority of the total number of the board shall
constitute a quorum for the transaction of business. The vote of a majority
of the directors present at the time of the vote, if a quorum is present at the
time, shall be the act of the board of directors. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to
another time or place provided that notice as specified in Section 3 is made
to all directors not present at the time of adjournment. |
| Section 6 |
Each director present at a meeting of the board shall be entitled to one (1)
vote on each matter submitted to a vote of directors. Votes by directors may
not be cast by proxy. |
| Section 7 |
Minutes of transactions at all meetings of the board shall be maintained by
the secretary. |
| Section 8 |
Notwithstanding any requirement in these by-laws, notice of a meeting of
directors need not be given to any director who submits a signed waiver of
notice. Neither shall any director who attends a meeting without protesting,
prior thereto or at its commencement, lack of adequate notice to him or her
have any basis for subsequent protest in this regard. |
| Section 9 |
Meetings of the board shall not be open automatically to the general
membership. However, the board shall be responsible for providing to the
membership a general accounting of the nature and purport of any business
conducted at a meeting of the board via the newsletter or other means. |
| Section 10 |
Any action required or permitted to be taken by the board or any committee
thereof may be taken without a meeting if all members of the board or the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of
the board or committee shall be filed with the minutes of the proceedings of
the board or committee. |
| Article VII |
| Officers |
| Section 1 |
The officers of the corporation shall be elected by the corporate membership
at its annual meeting and shall be a president, a vice-president, a secretary
and a treasurer. The board of directors may also appoint one or more
assistant secretaries and assistant treasurers. An assistant secretary or
assistant treasurer shall not, by virtue of such appointment, become a
director of the corporation. |
| Section 2 |
The board may appoint other agents as it shall deem necessary, who shall
hold their positions for such terms, and shall exercise such powers and
perform such duties, as shall be determined from time to time by the board. |
| Section 3 |
Officers’ Terms.
| i. |
The officers of the corporation shall hold office until the
qualification of successor officers elected at the next annual
meeting of the membership, unless earlier removed as provided
in Article V, Section 7. |
| ii. |
When circumstances delay the corporation’s annual election of
officers, the officers currently serving shall, if so willing, remain
in office until the elections are held. |
| iii. |
When circumstances delay any newly-elected officer from
assuming office for up to one (1) month following the first meeting
of the new board, the corresponding officer shall continue to
serve until the newly-elected officer takes office. |
|
| Section 4 |
Titles and Duties of officers
| a. |
President:
| i. |
The president shall preside at meetings of the membership. |
| ii. |
The president shall be the chairman of the board of
directors and as such shall preside at meetings of the
board, and shall perform such other duties as the board
shall from time to time determine. |
| iii. |
The president shall have general and active management
of the corporation, and shall see that orders and
resolutions of the board are carried into effect. |
| iv. |
The president shall execute contracts requiring affixing
of the seal of the corporation, except where the
signing and execution thereof shall be expressly
delegated by the board of directors to some other
officer or agent of the corporation. |
|
| a. |
Vice-president:
| i. |
The vice-president shall, in the absence or disability of
the president, perform the duties and exercise the powers
of the president, and shall perform such other duties as
the board of directors shall prescribe. |
|
| c. |
Secretary:
| i. |
The secretary shall attend all meetings of the corporation
and record all votes and the minutes of all proceedings
in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. |
| ii. |
The secretary shall give, or cause to be given, notice of
all meetings of the corporation, and shall perform
such other duties as may be prescribed by the board of
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directors or president. |
| iii. |
The secretary shall keep in safe custody the seal of the
corporation and, when authorized by the board, affix the
same to any instrument requiring it. When so affixed,
it shall be attested by his or her signature or by the
signature of the treasurer. |
| iv. |
The secretary shall read the minutes of previous
meetings at all formal corporation meetings, process all
corporation membership registrations, maintain the list
of corporate members, and maintain the list of agents
appointed by the board. |
|
| d. |
Treasurer:
| i. |
The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit
of the corporation in such depositories as may be
designated by the board of directors. |
| ii. |
The treasurer shall disburse the funds of the corporation
as may be ordered by the board, taking proper vouchers
for such disbursements, and shall render to the president
and directors, at the regular meetings of the board or
whenever they may require it, an account of all his or
her transactions as treasurer and of the financial
condition of the corporation. |
| iii. |
The treasurer shall be responsible for the prompt
preparation and submission of all financial forms
required by governmental agencies. |
|
|
| Article VIII |
| Advisory Board |
| Section 1 |
The board of directors may establish an advisory board, to consist of not
more than five (5) persons at any one time. The advisory board may be
abolished and re-established by the board of directors from time to time. |
| Section 2 |
Members of the advisory board shall be designated by the president with
the approval of the board of directors and shall be subject to removal at any
time, with or without cause, by the board of directors. They shall serve as
members of the advisory board from the time of their designation until
resignation submitted to the board of directors, removal, disqualification or
death. |
| Section 3 |
Members of the advisory board shall serve in the sole capacity of
consultants to the board of directors and shall not be in the employ of the
corporation in any other capacity. They shall be qualified to attend meetings
of the board of directors, but shall have no voting or other power in the
management of the corporation They may be given the same notice of any
meeting of directors as that given to directors, but the failure to give such
notice of a meeting to a member of the advisory board shall not be deemed a
defect invalidating the particular meeting of directors. |
| Section 4 |
An individual need not be a member of the corporation in order to serve on
the advisory board. |
| Section 5 |
Members of the advisory board may be compensated for service to the
corporation as provided in Article XIV, Section 2(c) of these by-laws. |
| Article IX |
| Elections |
| Section 1 |
Election to open positions on the board of directors (officers and other
directors) shall be held at the annual meeting of the membership designated
in Article IV, Section 1. |
| Section 2 |
Procedures for the election shall be as follows:
| a. |
There shall be a nominating committee consisting of three (3)
to five (5) members. Not more than fifty (50) percent of the
committee shall be members of the current board of
directors. This committee shall be appointed by majority
vote of the board of directors. The nominating committee
shall compose a slate of prospective board members
consisting of at least one individual qualified and willing to
run for each open position. Membership on the nominating
committee shall not preclude appearance on the slate
constructed by the committee. |
| b. |
The slate of nominees composed by the nominating
committee shall be published to the membership at least
fifteen (15) days prior to the date of the annual meeting. |
| c. |
Nominations from the floor shall be accepted at the annual
meeting after presentation of the formal slate of nominees as
prepared by the nominating committee. |
| d. |
Elections shall be conducted by secret written ballot at the
annual meeting. |
| e. |
A simple majority of the votes cast for an office shall be
required for election to that position. |
| f. |
Open positions on the board other than officers’ positions
shall be filled by those individuals receiving the largest
number of votes for such position. |
|
| Section 3 |
The new board shall assume duties at an organizational board meeting to be
held within sixty (60) days of the election. |
| Article X |
| Annual Report of Directors |
| Section 1 |
At the annual meeting of the membership, the president and the treasurer
shall present a report, verified by the president and treasurer, or certified by
an independent public or certified public accountant or a firm of such
accountants selected by the board, showing in appropriate detail the
following:
| a. |
The assets and liabilities of the corporation. |
| b. |
The principal changes in assets and liabilities during the year
immediately preceding the date of the report. |
| c. |
The revenue or receipts of the corporation during said fiscal
period. |
| d. |
The expenses or disbursements of the corporation during said
fiscal period. |
| e. |
The number of members of the corporation as of the date of
the report, together with a statement of increase or decrease
in such number during said fiscal period, and a statement as to
where the names and places of residence of the current
members may be found. |
|
| Section 2 |
The annual report of directors shall be filed with the records of the
corporation and either a copy or an abstract thereof entered in the minutes of
the proceedings of the annual meeting of members. |
| Article XI |
| Notice |
| Section 1 |
Whenever written notice is required to be given in these by-laws, such notice
shall be deemed sufficient if delivered within the stipulated time by any of
the following methods:
| a. |
personal delivery; |
| b. |
United States mail addressed to the individual at his or her address as
it appears in the records of the corporation; |
| c. |
electronic mail sent to the individual’s e-mail address as it
appears in the records of the corporation; |
| d. |
inclusion in the newsletter distributed as stipulated in Article I,
Section 4. |
|
| Article XII |
| Amendments |
| Section 1 |
Any of these by-laws may be repealed or amended and further by-laws may
be adopted only by the vote of two-thirds of the members present and
eligible to vote at an official meeting of the membership. Notice of the
meeting and text of the proposed change in by-laws shall be published to the
membership at least fifteen (15) days but not more than sixty (60) days
prior to the meeting. |
| Article XIII |
| Corporate Dissolution |
| Section 1 |
The corporation may dissolve and disperse after a confirming vote of at
least two-thirds of the eligible voting members of the corporation. |
| Section 2 |
In the event of dissolution, all of the remaining assets and property of the
corporation shall, after necessary expenses thereof, be distributed to another
organization exempt under Internal Revenue code Section 50l (c) 3 or
corresponding provisions of any subsequent Federal tax laws, or as
otherwise provided in the certificate of incorporation. Specific distribution
of the assets and property shall be decided by the board of directors. |
| Article XIV |
| General Provisions |
| Section 1 |
The corporation name “Fiddlers of the Genesee” or its initials, “FOG” shall
not be used for any purpose without prior approval of the membership or the
board of directors. |
| Section 2 |
Compensation.
| a. |
Except as hereinafter provided, officers or other directors, as
such, shall not receive any stated salary for their services. |
| b. |
Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. |
| c. |
Members of special or standing committees of the
corporation or members of the advisory board may be
compensated for their services on such basis (annual or
otherwise) and in such amounts as may be determined by
the board of directors. |
| d. |
No loans shall be made by the corporation to any individual. |
| e. |
All donations made to the corporation must be used for the
benefit of the corporation, not for the benefit of individual
members. |
|
| Section 3 |
The fiscal year of the corporation shall be determined by resolution of the
board of directors. |
| Section 4 |
The corporate seal shall have inscribed thereon the name of the corporation,
the year of its organization and the words, “New York”. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. |
| Section 5 |
Policies and standard practices governing day to day operation of the
corporation shall be established by the board of directors. Formal record
shall be kept of all such established policies and practices and shall be made
available to members upon request. Such policies may be amended from
time to time by the board of directors. Members shall be notified of any
modification of existing policy decided upon by the board. |
| Section 6 |
Expenditure by the corporation for any single purpose in excess of $2000.00
in valuation shall receive prior approval of the membership. |
| Article XV |
| Exceptions |
| Section 1 |
If any provision of these by-laws is deemed invalid due to conflict with the
laws of the State of New York or other applicable statutes, the remaining
by-laws shall not be invalidated thereby. |
