THE FLUTE SOCIETY OF GREATER PHILADELPHIA
A Pennsylvania 501(c)(3) Nonprofit Corporation
ARTICLE 1: PURPOSES
1.1 The purposes of The Flute Society of Greater Philadelphia (hereinafter referred to as the “Corporation”) are exclusively charitable as set forth in the Articles of Incorporation (“Articles”). In pursuing such purposes, the Corporation shall not act in any manner to impair its eligibility for exemption under section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding section of any future federal tax code.
1.2 No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 set forth in this Article 1.
1.3 No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate 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 provision of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation.
ARTICLE 2: OFFICES
2.1 Registered Office: The registered office of the Corporation shall be at such location in Pennsylvania as the board of directors of the Corporation (“Board”) may from time to time determine.
2.2 Corporation: The Corporation may also have offices at such other places as the Board may select and the business of the Corporation shall require.
ARTICLE 3: MEMBERS
3.1 The Corporation is not a "membership corporation" as that term is defined under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (hereinafter referred to as the “Act”)).
ARTICLE 4: BOARD OF DIRECTORS4.1 Number of Board Directors, Nominations and Elections, Terms and Term Limits
4.1.1 Number of Board Directors: The Board shall consist of 11 persons (each a “Director,” and collectively “Directors”). Each Officer (as that term is defined in Article 5 herein) shall be a Director.
4.1.2 Nominations and Elections: Nominations and elections of Directors will take place each year in May and June, respectively, and the nomination and election processes will be managed by a Nomination Committee. The Board shall select the chairperson of the Nomination Committee, who must be a currently serving Director. The Nomination Committee shall consist of 3 persons, each of whom shall be a currently serving Director. Nominations and voting by the Board shall be anonymous, and the Nomination Committee chairperson shall maintain an official record of voting results. Directors will be elected for a term of two (2) years. Terms will run concurrently with the Corporation’s fiscal year (i.e., July 1 to June 30).
4.1.3 Terms and Limits: Nothing contained herein shall prevent a Director from serving multiple, consecutive terms.
4.1.4 Commitment Criteria for Board of Directors: Directors shall adhere to the following commitment criteria, and those who fail to do so may be subject to removal from the Board:
The Board shall have all powers and duties that are necessary and proper to conduct the activities of the Corporation, except as otherwise provided by these Bylaws or a resolution duly adopted by the Board.
4.4 Removal: Directors may be removed from office by a vote of the majority of the Directors in attendance at a duly convened meeting of the Board, provided that written notice of the intention to consider removal of such Director has been (a) included in the notice of the meeting and (b) provided to such Director pursuant to and in accordance with the notice procedures described in Section 8.3 herein. No Director shall be removed from office without having the opportunity to be heard at such a meeting. A formal hearing procedure is not required.
4.3.1 Age: Directors must be of the age for entering into binding and legally enforceable contracts as provided under Title 23 of the Pennsylvania Consolidated Statutes Section 5101, subsection (a), as amended, superseded or updated from time to time.
4.3.2 Residence: Neither Directors nor Officers need to be Pennsylvania residents.
4.5 Quorum: The presence of a majority of the Directors of the currently constituted Board at any duly scheduled and convened meeting of the Board shall constitute a quorum of the Board. Once a quorum is constituted, and unless a greater number is required by the Act, the Articles or by these Bylaws, a simple majority of voting Directors is required to approve an item of the Board's business. A tie vote results in no action.
4.6 Vote: Each Director shall be entitled to one (1) vote.
4.7 Annual Meeting of the Directors: The annual meeting of the Directors shall be held during the last week of June at the registered offices of the Corporation, or upon five (5) days’ written notice at such other time and place (including video conference or teleconference) as the Directors shall determine.
4.8 Annual Meeting of the General Membership: The annual meeting of the general membership shall be held no later than October 15 at a location that coincides with a membership event, or at such other time and place (including video conference or teleconference) as the Directors shall determine.
4.9 Regular Meetings of the Directors: Six (6) regular meetings of the Directors will be calendared for the full season (September 1 through July 31) following the election of the new Board based on agreement by a majority of the Directors on dates and times. The first of six regular meetings of the Directors shall be held no later than the first week in September. Should a regular meeting of the Directors (including the first of the six regular meetings) need to be changed due to a lack of a quorum or other reason deemed necessary, the meeting will be rescheduled. If the first of six regular meetings of the Directors needs to be changed, then it shall be rescheduled as close as possible to the first week in September.
4.10 Special Meetings of the Directors: Special meetings of the Directors may be called at any time by the President of the Corporation, or by a Vice President when the President is not available. At least five (5) days’ written notice stating the time, place, and purpose of any special meeting shall be given to the Directors.
4.11 Adjourned Meetings: When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
4.12 Teleconference or Video Conference Meetings: One or more Directors may attend in a meeting of the Board or any committee thereof by means of teleconference or video conference by which all persons participating in the meeting can hear each other. Reasonable steps shall be taken to verify the identity of any Director who attends a meeting of the Board or any committee thereof by means of teleconference or video conference.
ARTICLE 5: OFFICERS
5.1 Positions, Nomination and Election, Qualifications, Term Limits
5.1.1 Positions: The Officers of the Corporation (hereinafter referred to as “Officers”) shall include, but need not be limited to, a President, one or more Vice Presidents, an Administrative Secretary, a Treasurer, and a Membership Secretary. While an Officer may hold more than one office simultaneously, the offices of President and Treasurer must be held by separate Officers.
5.1.2 Nomination and Election: Officer positions that are vacant or open will be filled through the same nomination and voting process as Directors.
5.1.3 Qualifications: Those persons eligible to be Officers must be a currently serving Director. An exception will be made for persons who have served as Director for one term and have taken no more than a one-year leave of absence.
5.1.4 Term Limits: Officers may not serve more than two (2) consecutive terms in any one position. Those who have held a particular Officer position may return to that position after rotating off for a period of at least one term.
5.2 Duties (As further defined in the Job Descriptions document adjunct to these Bylaws, duties of the Officers shall include, but are not limited to, the following):
a) President: The President shall preside at all meetings of the Directors, shall generally supervise the business and affairs of the Corporation, and shall execute documents on behalf of the Corporation.
b) Vice President(s): The Vice President(s) shall have such powers and perform such duties as the Board may prescribe or as the President may delegate. When the President is absent or not available, a Vice President shall (i) preside at the meeting of the Directors and (ii) execute any documents on behalf of the Corporation that are necessary to the business of the Corporation and that cannot wait for execution until the President is available or not absent. If there is more than one Vice President, the Board shall differentiate their titles so as to make clear the hierarchy. By way of example, if there are three Vice Presidents, the Board may designate them as First Vice President, Second Vice President, and Third Vice President, with the First Vice President holding the highest hierarchical position.
c) Treasurer: The Treasurer shall ensure that accurate accounts of the receipts and disbursements of the Corporation are maintained, shall cause financial reports to be provided to the Board as requested (but not less often than once per year), and shall perform such other duties as may be prescribed by the Board or by the President.
d) Administrative Secretary: The Administrative Secretary shall ensure that minutes are prepared and maintained for all meetings of the Board, shall ensure that appropriate notice is given for all meetings of the Board, and shall perform such other duties as may be prescribed by the Board or by the President.
e) Membership Secretary: The Membership Secretary shall ensure that records are prepared and maintained for all classes of membership in the Corporation, shall provide reports to the Board as requested but not less often than twice per year, and shall perform such other duties as may be prescribed by the Board or by the President.
ARTICLE 6: COMMITTEES
6.1 Board Committees: As further defined in the Committee Resolutions document adjunct to these Bylaws, the Board may establish committees consisting exclusively of Directors (hereinafter referred to as “Board Committees”). Any such Committee, to the extent provided in the resolution of the Board, shall exercise defined functions on behalf of the Board, with the exception that Committees may not:
a) Fill vacancies on the Board;
b) Adopt, amend, or repeal these Bylaws;
c) Amend or repeal any resolution of the Board;
d) Act on matters committed by these Bylaws or by resolution of the Board to another committee of the Board; or
e) Commit to actions prior to board approval.
6.2 Appointment of Members: Unless otherwise determined by the Board, the Executive Board (Officers) shall appoint all members of each Board Committee (“Committee Persons”). Committee Persons serve at the pleasure of the Board and may be removed from a Board Committee by a vote of the majority of the Directors in attendance at a duly convened meeting of the Board without such Committee Person having the opportunity to be heard at such meeting.
6.3 Creation and Composition of Advisory Committees: The Board may, in its discretion, establish Advisory Committees, which may include Class Members who are not Directors. Such advisory committees shall have no voting powers and shall have only such responsibilities and duties as are delegated by the Board or the President.
6.4 The President is an Ex Officio Member of all Committees: The President is an ex officio of every Board Committee and Advisory Committee. Committee chairpersons must keep the President apprised of status, progress, and recommendations, as defined in the Committee Resolutions document adjunct to the Bylaws.
ARTICLE 7: RESIGNATIONS AND VACANCIES
7.1 Resignations: Any Director (including Officers) may resign at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in such writing. The acceptance of such resignation shall not be required to make it effective.
7.2 Leaves of Absence: Any Director (excluding Officers) may request a leave of absence ("Leave") up to 4 months duration for any reason, which shall be granted without prejudice, during which time the Director is excused from required Board commitments. Such Leave does not constitute a vacancy as defined in Paragraph 7.3.
7.3 Director Vacancies: If the position of any Director (excluding Officers) becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the other Directors may choose a person or persons, by majority vote, who shall hold office for the remaining term of the vacancy.
7.4 Officer Vacancies: If the position of any Officer becomes vacant, by an increase in the number of Officers or by reason of death, resignation, disqualification, or otherwise, the Board of Directors in office may choose a person or persons, by majority vote, who shall hold office for the remaining term.
ARTICLE 8: MEETINGS AND NOTICE
8.1 Place of Meetings: Meetings may be held within or outside of Pennsylvania, and/or via teleconference or video conference, as the Board may from time to time determine.
8.2 Notice of Meetings: The Administrative Secretary of the Corporation is responsible for ensuring appropriate notice is given to the Directors (including Officers) of upcoming meetings, both scheduled and ad hoc.
8.3 Other Notices: Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by courier service, charges prepaid, or by facsimile transmission, or by electronic mail, to that person’s mailing address (or facsimile number, or e-mail address, as the case may be) appearing on the books of the Corporation, or in the case of Directors, supplied by that person to the Corporation for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or deposited with a courier service for delivery to such person or, in the case of facsimile or electronic mail, when dispatched. Such notice shall specify the place, day, and hour of the meeting and any other information that may be required by the Act or by these Bylaws.
8.4 Waiver of Notice: Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time of giving notice, and attendance of a person at a meeting shall constitute a waiver of notice, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because such meeting was not lawfully called or convened.
8.5 Electronic Mail. Any written communication or signature required or permitted by these Bylaws or the Act, including any unanimous written consent, shall be valid if sent and received by electronic mail.
ARTICLE 9: LIABILITY AND INDEMNIFICATION
9.1 General Rule: Directors (including Officers) shall not be personally liable for monetary damages as a Director for any action taken, or any failure to take action, unless:
a) The Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in § 5712 of the Act and any amendments or successor acts thereto; and
b) Such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the foregoing provision shall not apply to (i) the responsibility or liability of a Director pursuant to any criminal statute or (ii) the liability of a Director for the payment of taxes pursuant to local, state, or federal law.
9.2 Other Rights: This article shall not be exclusive of any other right that the Corporation may have to indemnify any person as a matter of law.
ARTICLE 10: AMENDMENTS
10.1 The Articles of Incorporation of the Corporation and these Bylaws may be amended by a majority of all Directors present at any duly convened meeting of the Board of Directors after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be affected thereby.
ARTICLE 11: FISCAL YEAR AND MEMBERSHIP YEAR
11.1 Fiscal Year: The Fiscal Year of the Corporation shall begin on the first day of July and end on the last day of June.
11.2 Membership Year: The Membership Year of the Corporation shall begin on the first day of September and end on the last day of August.
ARTICLE 12: ADJUNCT DOCUMENTS AND POLICIES
12.1 Conflict of Interest Policy and Disclosure Statement: All Directors shall complete and sign a Conflict of Interest Disclosure Statement upon taking office and every fiscal year thereafter.
12.2 Ethics Policy and Agreement: All Directors shall complete and sign the Ethics Policy and Agreement upon taking office and every fiscal year thereafter.
12.3 Diversity, Equity, and Inclusion Policy: All Directors shall complete and sign a Diversity, Equity, and Inclusion Policy Agreement upon taking office and every fiscal year thereafter.
12.4 Commitment Criteria Agreement: All Directors shall complete and sign a Commitment Criteria Agreement upon taking office and every fiscal year thereafter.
12.5 Officer Job Description Agreement: All Officers shall complete and sign an Officer Job Description Agreement upon taking office and every fiscal year thereafter.
ARTICLE 13: MISCELLANEOUS
13.1 Article and Section Headings. In interpreting these Bylaws, the headings of articles and sections shall not be controlling.
13.2 Subventions. The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.
13.3 Corporate Seal. The corporate seal of the Corporation, should one be desired, shall be in circular form and shall bear the name of the Corporation in addition to the words, “Corporate Seal, Pennsylvania 2002.”
ARTICLE 14: DISSOLUTION
14.1 Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction for the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 15: UPDATED BYLAWS, RATIFICATION, AND EFFECTIVE DATES
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on April 26, 2022 to take effect on July 1, 2022.
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on June 14, 2015 to be effective immediately.
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on March 15, 2015 to be effective immediately.
These Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on June 6, 2012 to be effective immediately.
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on January 16, 2011 to be effective immediately.
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on November 10, 2007 to be effective immediately.
Bylaws were revised and adopted (via majority vote) by the Board of Directors of the Corporation on January 11, 2003 to be effective immediately.