BYLAWS
OF
EfolkMusic Inc.
Effective
as of 2/1/2003
BYLAWS
OF
EfolkMusic Inc.
Effective
as of 2/1/2003
INDEX
OF BYLAWS
ARTICLE I
OFFICES
Section 1.
Principal Office
Section 2.
Registered Office
Section 3.
Other Offices
ARTICLE II
BOARD
OF DIRECTORS
Section 1.
General Powers
Section 2.
Number, Qualifications, Election and Tenure
Section 3.
Vacancies
Section 4.
Removal
Section 5.
Compensation
ARTICLE III
MEETINGS
OF DIRECTORS
Section 1.
Regular Meetings
Section 2.
Special Meetings
Section 3.
Notice
Section 4.
Waiver of Notice
Section 5.
Quorum
Section 6.
Manner of Acting
Section 7.
Presumption of Assent
Section 8.
Action by Directors Without Meeting
Section 9.
Meetings by Conference Telephone
ARTICLE IV
COMMITTEES
OF THE BOARD
Section 1.
Executive Committee
Section 2.
Other Committees
Section 3.
Vacancy
Section 4.
Removal
Section 5.
Minutes
Section 6.
Responsibility of Directors
Section 7.
Meetings, Notice and Voting
Section 8.
Prohibited Actions
ARTICLE V
OFFICERS
Section 1.
Officers of the Corporation
Section 2.
Appointment and Term
Section 3.
Compensation of Officers
Section 4.
Removal of Officers
Section 5. Resignation
Section 6.
Bonds
Section 7.
Chairman
Section 8.
President
Section 9.
Vice Presidents
Section 10.
Secretary
Section 11.
Assistant Secretaries
Section 12.
Treasurer
Section 13.
Assistant Treasurers
ARTICLE VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section 1.
Contracts
Section 2.
Loans
Section 3.
Checks and Drafts
Section 4.
Deposits
ARTICLE VII
GENERAL
PROVISIONS
Section 1.
Prohibition of Stock
Section 2.
Distributions
Section 3.
Seal
Section 4.
Fiscal Year
Section 5.
Pronouns
Section 6.
Amendments
Section 7.
Voting of Shares of Other
Corporations
ARTICLE VIII
INDEMNIFICATION
Section 1.
Coverage
Section 2.
Payment
Section 3.
Evaluation
Section 4.
Consideration
Section 5.
Definitions
ARTICLE
IX
VOTING
BY MEMBERS OF EFOLKMUSIC
Section 1.
Voting
Section 2.
Mechanics of Voting
Section 3.
Effect of Decision
ARTICLE
X
MEMBERS
Section 1.
Categories of Members
Section 2.
Term of Membership
Section 3.
Voting Rights
BYLAWS
OF
EfolkMusic
ARTICLE I
OFFICES
Section 1.
Principal Office. The
principal office of the corporation shall be located at
316
Reade Road,
Chapel Hill, North Carolina,
or at such other place as the Board of Directors shall determine.
Section 2.
Registered Office. The
registered office of the corporation required by law to be maintained in the
State of North Carolina may be, but need not be, identical to the principal
office. The address of the registered
office may be changed from time to time by the Board of Directors.
Section 3.
Other Offices. The
corporation may, from time to time, have offices at such places, either within
or without the State of North Carolina, as the Board of Directors may designate
or as the business of the corporation may require.
ARTICLE II
BOARD OF DIRECTORS
Section 1.
General Powers. All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation managed under the direction of, the
Board of Directors.
Section 2.
Number, Tenure and Qualifications.
The number of directors of the corporation shall be not less than one
(1) nor more than ten (10) as shall be determined from time to time by the
directors. Directors need not
be residents of the State of North Carolina or a member of the corporation.
The Board of Directors shall elect the directors from the active members
of efolkMusic Inc. The term of
each director is one year. Directors
may serve successive terms. When
electing directors, the Board should consider the qualifications of each prospective
Board member.
Section 3.
Vacancies. Except
as otherwise provided by law, the articles of incorporation, or these bylaws,
any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors even though less than a quorum
or by the sole remaining director.
Section 4.
Removal. A majority
of the directors then in office may remove with or without cause any director
elected by the Board of Directors.
Section 5.
Compensation. The
Board of Directors may compensate directors for their services as such and
may provide for the payment of all expenses incurred by directors in attending
meetings of the Board.
Section 6.
Chairman of the Board.
There shall be a Chairman of the Board of Directors elected by the
directors from their number. Either
the Chairman or the President shall preside at all meetings of the Board of
Directors and perform such other duties as may be directed by the Board.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1.
Regular Meetings. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of North Carolina, for the holding of regular
meetings without other notice than such resolution.
Section 2.
Special Meetings. Special
meetings of the Board of Directors may be called by the Chairman, the President,
or any two directors. The person
or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of North Carolina, as
the place for holding any special meeting of the Board of Directors called
by them.
Section 3.
Notice. The person
calling the meeting shall give or cause to be given oral or written notice
of special meetings of the Board of Directors to each director not less than
three (3) days before the date of the meeting.
Neither the business transacted
at, nor the purposes of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting unless
required by law.
Section 4.
Waiver of Notice. A
director may waive any notice required by law, the articles of incorporation,
or these bylaws before or after the date and time stated in the notice.
Except as provided in the following paragraph, the waiver must be in
writing, signed by the director entitled to the notice, and delivered to the
corporation for filing with the minutes or corporate records.
A director's attendance at
or participation in a meeting waives any required notice to him of the meeting
unless the director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Section 5.
Quorum. Except
as otherwise provided by law, the articles of incorporation or these bylaws,
a quorum of the Board of Directors consists of a majority of the directors
in office immediately before the meeting begins.
Section 6.
Manner of Acting. If
a quorum is present when a vote is taken, the affirmative act of the majority
of the directors present is the act of the Board of Directors, except as otherwise
provided by law or in these bylaws.
Section 7.
Presumption of Assent.
A director who is present at a meeting of the Board of Directors or
a committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless:
(a)
He objects at the beginning of the meeting (or promptly upon his arrival)
to holding it or transacting business at the meeting;
(b)
His dissent or abstention from the action taken is entered in the minutes
of the meeting; or
(c)
He files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the corporation immediately
after adjournment of the meeting. The
right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 8.
Action by Directors Without Meeting.
Action required or permitted by law to be taken at a Board of Directors'
meeting may be taken without a meeting if the action is taken by all members
of the Board. The action must
be evidenced by one or more written consents signed by each director before
or after such action, describing the action taken, and included in the minutes
or filed with the corporate records reflecting the action taken.
Action taken under this Section is effective when the last director
signs the consent, unless the consent specifies a different effective date.
A consent signed under this Section has the effect of a meeting vote
and may be described as such in any document.
Section 9.
Meetings by Conference Telephone.
Any one or more directors may participate in a regular or special meeting
of the Board or a committee by means of a conference telephone or similar
communications device by which all directors participating may simultaneously
hear each other during the meeting, and such participation in a meeting shall
be deemed present in person at such meeting.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 1.
Executive Committee. The
Board of Directors, by resolution adopted by a majority of the number of directors
fixed by these bylaws, may designate two or more directors to constitute an
Executive Committee, which committee, to the extent provided in such resolution,
shall have and may exercise all of the authority of the Board of Directors
to the extent permitted by applicable law.
Section 2.
Other Committees. The
Board of Directors may create one or more other committees and appoint members
of the Board of Directors and active members of efolkMusic.org
(a)
A majority of all the directors in office when the action is taken;
or
(b)
The number of directors constituting a quorum under the articles of
incorporation or these bylaws.
Section 3.
Vacancy. Any vacancy
occurring in any committee shall be filled by a majority of the number of
directors fixed by these bylaws at a regular or special meeting of the Board
of Directors.
Section 4.
Removal. Any member
of a committee may be removed at any time with or without cause by a majority
of the number of directors fixed by these bylaws.
Section 5.
Minutes. Each committee
shall keep regular minutes of its proceedings and report the same to the Board
when required.
Section 6.
Responsibility of Directors.
The designation of a committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any member thereof,
of any responsibility or liability imposed upon it or him by law.
Any resolutions adopted or other action taken by a committee within
the scope of the authority delegated to it by the Board of Directors shall
be deemed for all purposes to be adopted or taken by the Board of Directors.
If action taken by a committee is not thereafter formally considered
by the Board, a committee member may dissent from such action by filing his
written objection with the Secretary with reasonable promptness after learning
of such action.
Section 7.
Meetings, Notice and Voting.
The provisions set forth in Article III of these bylaws governing meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the board, apply to committees of the board and their members.
Section 8.
Prohibited Actions A
committee of the board shall not:
(1)
Authorize distributions;
(2)
Recommend to members or approve dissolution, merger or the sale, pledge
or transfer of all or substantially all of the corporation's assets;
(3)
Elect, appoint or remove directors, or fill vacancies on the board
of directors or on any of its committees; or
(4)
Adopt, amend or repeal the articles of incorporation or bylaws.
ARTICLE V
OFFICERS
Section 1.
Officers of the Corporation.
The officers of the corporation shall consist of a Chairman, a President,
a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board of Directors may from
time to time appoint. The same
individual may simultaneously hold more than one office in the corporation,
but no individual may act in more than one capacity where action of two or
more officers is required.
Section 2.
Appointment and Term.
The officers of the corporation shall be appointed by the Board of
Directors and each officer shall hold office until his death, resignation,
retirement, removal, disqualification or his successor shall have been duly
appointed and
qualified.
Section 3.
Compensation of Officers.
The compensation of all officers of the corporation shall be fixed
by the Board of Directors and no officer shall serve the corporation in any
other capacity and receive compensation therefore unless such additional compensation
be authorized by the Board of Directors.
The appointment of an officer does not itself create contract rights.
Section 4.
Removal of Officers. The
Board of Directors may remove any officer at any time with or without cause,
but such removal shall not itself affect the officer's contract rights, if
any, with the corporation.
Section 5.
Resignation. An
officer may resign at any time by communicating his resignation to the corporation,
orally or in writing. A resignation
is effective when communicated unless it specifies in writing a later effective
date. If a resignation is made
effective at a later date that is accepted by the corporation, the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until the effective date.
An officer's resignation does not affect the corporation's contract rights,
if any, with the officer.
Section 6.
Bonds. The Board
of Directors may by resolution require any officer, agent, or employee of
the corporation to give bond to the corporation, with sufficient sureties,
conditioned upon the faithful performance of the duties of his respective
office or position, and to comply with such other conditions as may from time
to time be required by the Board of Directors.
Section 7.
Chairman. The Chairman
shall be the chief executive officer of the corporation and, as such, shall,
subject to the control of the Board of Directors, supervise the management
of the corporation. Either the
Chairman or the President shall preside at all meetings of the Board of Directors.
He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
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.
Section 8.
President. The
President shall be the chief operating officer of the corporation, and, subject
to the control of the Board of Directors and supervision and direction of
the Chairman, shall supervise and control the day‑to‑day operation
of the corporation in accordance with these bylaws.
The President may also preside over meetings of the Board of Directors.
In the absence of the Chairman
or in the event of his death, inability or refusal to act, the President shall
perform the duties of the Chairman, and when so acting shall have all the
powers of and be subject to all the restrictions upon the Chairman.
He shall sign any deeds, mortgages, bonds, contracts, or other instruments
which may be lawfully executed on behalf of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated by the Board of
Directors to some other officer or agent; and, in general, he shall perform
all duties incident to the office of President and such other duties as may
be prescribed by the Chairman or the Board of Directors from time to time.
Section 9.
Vice Presidents. In
the absence of the President or in the event of his death, inability or refusal
to act, the Vice Presidents, in the order of the seniority of their titles
or if they shall all be the same level of Vice President in the order of their
length of uninterrupted service at such level of Vice President, unless otherwise
determined by the Board of Directors, shall perform the duties of the President,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Each
Vice President shall perform such other duties as from time to time be assigned
to him by the President or Board of Directors.
Section 10.
Secretary. The
Secretary shall: (a) attend all
meetings of the members and of the Board of Directors, keep the minutes of
such meetings in one or more books provided for that purpose, and perform
like duties for the standing committees when required; (b) see that all notices
are duly given in accordance with the provisions of these bylaws or as required
by law; (c) be custodian of the corporate records and of the seal of the corporation
and see that the seal of the corporation is affixed to all documents, the
execution of which on behalf of the corporation under its seal is duly authorized;
(d) keep a register of the post office address of each members which shall
be furnished to the Secretary by such member; and (c) in general perform all
duties incident to the office of secretary and such other duties as from time
to time may be assigned to him by the Board of Directors or by the President,
under whose supervision he shall be.
Section 11.
Assistant Secretaries.
In the absence of the Secretary or in the event of his death, inability
or refusal to act, any Assistant Secretary, unless otherwise determined by
the Board of Directors, shall perform the duties of the Secretary, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the Secretary. They shall
perform such other duties as may be assigned to them by the Secretary, by
the President or by the Board of Directors.
Section 12.
Treasurer. The
Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for money due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the corporation
in such depositories as shall be selected in accordance with the provisions
of Article VI, Section 4 of these bylaws; and (b) in general perform all of
the duties incident to the office of Treasurer, including preparing, or causing
to be prepared, all financial statements required by law, and such other duties
as from time to time may be assigned to him by the President or by the Board
of Directors.
Section 13.
Assistant Treasurers.
In the absence of the Treasurer or in the event of his death, inability
or refusal to act, the Assistant Treasurers in the order of their length of
service as Assistant Treasurer, unless otherwise determined by the Board of
Directors, shall perform the duties of the Treasurer, and when so acting shall
have all the powers of and be subject to all the restrictions upon the Treasurer.
They shall perform such other duties as may be assigned to them by
the Treasurer, by the President or by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND
DEPOSITS
Section 1.
Contracts. The
Board of Directors may authorize any officer or officers, agent or agents,
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.
Section 2.
Loans. No loans
shall be contracted on behalf of the corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the Board
of Directors. Such authority
may be general or confined to specific instances.
Section 3.
Checks and Drafts. All
checks, drafts or other orders for the payment of money, issued in the name
of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4.
Deposits. All funds
of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such depositories as the Board of
Directors may select.
ARTICLE VII
GENERAL PROVISIONS
Section 1.
Prohibition of Stock.
The corporation shall neither authorize nor issue shares of stock.
Section 2.
Distributions. A
corporation shall not make any distributions except those in accordance with
N.C. Gen. Stat. §55A-13-02. The
corporation may pay reasonable amounts to its directors or officers for services
rendered or other value received and may confer benefits upon its members
in conformity with its purposes. The
corporation may make distributions to any entity that is exempt under or organized
exclusively for one of the purposes listed in section 501(c)(3) of the Internal
Revenue Code of 1986 or any successor section.
Section 3.
Seal. The corporate
seal of the corporation shall consist of two concentric circles between which
is the name of the corporation and in the center of which is inscribed SEAL;
and such seal, as impressed on the margin hereof, is hereby adopted as the
corporate seal of the corporation.
Section 4.
Fiscal Year. The
fiscal year of the corporation shall be fixed by the Board of Directors.
Section 5.
Pronouns. Each
reference to pronouns herein shall be construed in the masculine, feminine,
neuter, singular or plural, as the context may require.
Section 6.
Amendments. The
Board of Directors may amend the articles of incorporation and bylaws, except
to the extent otherwise provided by law and subject to any approval required
by a third person pursuant to N.C. Gen. Stat. §55A-10-30.
The corporation shall provide at least five days written notice of
any meeting of directors at which an amendment is to be voted upon.
The notice must state that the purpose or one of the purposes of the
meeting is to consider a proposed amendment to the bylaws and contain or be
accompanied by a copy or summary of the amendment or state the general nature
of the amendment. The amendment
shall be approved by a majority of the directors in office at the time the
amendment is adopted.
Section 7.
Voting of Shares of Other Corporations.
Authority to vote shares of another corporation or of any association
held by this corporation, and to execute proxies and written waivers and consents
in relation thereto, shall be vested exclusively in the Chairman or such officer(s)
and employee(s) of this corporation as shall be expressly identified by name
or title from time to time by the Board of Directors of this corporation in
resolutions formally adopted for that purpose.
ARTICLE VIII
INDEMNIFICATION
Section 1.
Coverage. Any person
who at any time serves or has served as a director, officer, agent or employee
of the corporation, or in such capacity at the request of the corporation
for any other corporation, partnership, joint venture, trust or other enterprise,
or as a trustee or administrator under an employee benefit plan, shall have
a right to be indemnified by the corporation to the fullest extent permitted
by law against (a) reasonable expenses, including reasonable attorneys' fees,
actually incurred by him in connection with any threatened, pending or completed
action, suit or proceeding (and any appeal thereof), whether civil, criminal,
administrative, investigative or arbitrative, and whether or not brought
by or on behalf of the corporation, seeking to hold him liable by reason of
the fact that he is or was acting in such capacity, and (b) reasonable payments
made by him in satisfaction of any judgment, money decree, fine (including,
without limitation, an excise tax assessed with respect to an employee benefit
plan), penalty or settlement for which he may have become liable in any such
action, suit or proceeding.
Section 2.
Payment. Expenses
incurred by such person shall be paid in advance of the final disposition
of such investigation, action, suit or proceeding upon receipt of an undertaking
by or on behalf of such person to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the corporation.
Section 3.
Evaluation. The
Board of Directors of the corporation shall take all such action as may be
necessary and appropriate to authorize the corporation to pay the indemnification
required by this Article VIII, including without limitation, to the extent
needed, making a determination that indemnification is permissible under the
circumstances and a good faith evaluation of the manner in which the claimant
for indemnity acted and of the amount of indemnity due him.
The corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the defense
of any proceedings to which the director was a party because he is or was
a director of the corporation against reasonable expenses actually incurred
by the director in connection with the proceeding.
A corporation shall not indemnify
a director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation.
The corporation shall not indemnify a person against liability or expenses
the person may incur on account of his activities which were, at time taken,
known or believed by the person to be clearly in conflict with the best interests
of the corporation or if the person received an improper personal benefit.
Section 4.
Consideration. Any
person who at any time after the adoption of this Article VIII serves or has
served in any of the aforesaid capacities for or on behalf of the corporation
shall be deemed to be doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein.
Such right shall inure to the benefit of the legal representatives
of any such person and shall not be exclusive of any other rights to which
such person may be entitled apart from the provisions of this Article VIII.
Any repeal or modification of these indemnification provisions shall
not affect any rights or obligations existing at the time of such repeal or
modification.
Section 5.
Definitions. For
purposes of this Article VIII, terms defined by the North Carolina Nonprofit
Corporation Act and used but not defined herein shall have the meanings assigned
to them by the Act.
ARTICLE IX
VOTING BY MEMBERS OF EFOLKMUSIC
Section 1.
Voting. Upon unanimous
vote by the Board of Directors, the Board may submit specified issues and
proposed actions to all active members of EfolkMusic.org for voting.
Section 2.
Mechanics of Voting. Upon
such vote by the Board as described in Section 1, the President will prepare
ballots specifically describing the specified issues and/or proposed actions.
The form and content of the ballot must be approved by the Chairman.
The ballots will then be submitted to all members of EfolkMusic.org,
each of whom will cast their vote anonymously.
Section 3.
Effect of Decision. The
majority decision the members of EfolkMusic
on any issue or proposed action submitted by the Board for
voting as described in Section 1 above will be evaluated by the Board, and
will be adopted or rejected by the Board at its discretion.
ARTICLE X
MEMBERS
Section 1.
Categories of Members.
The corporation will have the following members, with the cost of membership
in each category to be determined by a majority vote of the Board of Directors:
a.
Associate Member
b.
efolkMusic Friend
c.
efolkMusic Patron
d.
Student Member
e.
Artist Member
f.
efolkMusic Family
Section 2.
Term of Membership. Each
membership shall last for one year.
Section 3.
Voting Rights. Each
category of membership will have only those voting rights set out in Article
IX. The members will not elect
the Board of Directors.