BYLAWS OF THE

SUZUKI SCHOOL OF MUSIC

August 2008

 

Article I.  Purpose

 

Section 1.       The Corporation is organized exclusively for charitable and education purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  The purpose and goals of this nonprofit corporation shall be as set forth in Article 3 of the Articles of Incorporation, and any amendments to them, namely:

 

To promote the Suzuki philosophy of learning.

 

To promote instruction in playing of stringed instruments, piano, other instruments, and chamber music through individual and group instruction, and

 

To provide opportunities for students to perform and become involved in community activities that adds to the enrichment of life through commitment, self-discipline and growth in aesthetic appreciation.

 

Section 2.       This nonprofit corporation is one organized and operated exclusively for education and cultural purposes.  No part of the net earnings shall benefit any private individual.  No substantial part of the activities of the corporation shall be the distribution of propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

 

Section 3.       In the event of the dissolution of the corporation, and prior to doing so, all liabilities and obligations of the corporation shall be paid, satisfied and discharged.  Further, all the remaining assets, property and income owned or held by the corporation shall be expended for, or applied, to, the purposes of the corporation or transferred to one or more corporations or organizations.  Such corporations or organizations must be set up and operated exclusively for religious, charitable, scientific, literary or education purposes, to which exemption for income taxes has been granted under Section 501(c)(3) of the Internal Revenue Code of 1954.  (Or the corresponding provision of any future United States Internal Revenue law).  And, no part of the remaining assets, property or income shall be distributed to members or to any individual persons (however, equipment which has been loaned to the corporation shall be returned to the original owner at his request).

 

Article II.  Board of Directors

 

Section 1.       The Board of Directors shall consist of five (5) or seven (7) members, including the director and teacher liaison.  No more than two (2) of these members may be elected from outside the voting membership.  The remainder of the Board members shall be elected from the voting membership of the corporation.

 

Section 2.       Board members shall be elected by a majority of the voting members.  Vacancies shall be appointed by the Board until the next annual election.  The term of the office on the Board shall be two years with provisions made to stagger those retiring.

 

Section 3.       The Board of Directors shall develop policies for, and approve actions of, its officers, teacher members and hire staff (if any).

 

Section 4.       A majority of the Board members shall constitute a quorum for all matters, except where the law, or these Bylaws, requires a larger number.  Any action by the Board must be by a majority vote of the quorum, except where the law, or these Bylaws, requires a larger number.

 

Section 5.       Each Board member is obligated to attend Board meetings regularly.  Whenever possible, each Board member shall give advance notice to the President of his or her inability to attend a Board meeting.  A majority of the Board members or a majority of the membership shall have the power at any time to terminate a Board member’s position.

 

Section 6.       Officers of the Board of Directors shall be elected by the Board.  These officers shall include President, Vice President, Secretary, and Treasurer.  The following positions will have the authority to sign checks and perform other banking and investment functions for the corporation, the Accountant, the President, the Vice President, and the Treasurer.

 

Section 7.       The President shall call and chair meetings, appoint committees, as agreed by the Board, work with the Director of the corporation, and fulfill other duties as outlined by the Board.

 

Section 8.       The Vice President shall assist the President in the fulfillment of this or her duties and shall assume the position of the President upon completion of his or her term or resignation.  The Vice President shall also fulfill other duties as outlined by the Board.

 

Section 9.       The Secretary shall take and circulate minutes of all meetings, give notice of meetings, take charge of the corporation’s books and papers (except financial records), and fulfill other duties as outlined by the Board.

 

Section 10.     The Treasurer shall keep financial records, make periodic reports, and fulfill other duties as outlined by the Board.

 

Section 11.    The Teacher Liaison shall be chosen by the teachers.  His/her duty is to bring teacher issues that need to be addressed to the board and take concerns of the Board back to the teachers.  The Teacher Liaison shall also be a voting member of the Board.

 

Section 12.     The Board of Directors shall meet monthly at a set time and place.  (Summer monthly meetings are at the option of the Board and may be scheduled at the convenience of a majority of the Board members).

 

Article III.  Committees

 

Section 1.       The Board may appoint the following standing committees and other committees, as it deems necessary.  The standing committees may include the following, each to be overseen by a chairperson whom reports to the Board:

 

a.            Social Committee:  This committee is responsible for the planning, organizing, and hosting of all school and social events, to include, but not be limited to, recital receptions and holiday parties.

 

b.            Fundraising Committee:  This committee shall plan and implement all fundraising activities.  This shall include the selling of advertising space in programs and the seeking of monetary and in-kind donations from local businesses and individuals.

 

c.            Parent Communication Committee:  This committee is responsible for communication between the students, the parents and the Board.  This responsibility shall include publishing the newsletter, overseeing the mailbox system, and establishing a calling tree.  This committee is also responsible for finding persons to serve in various volunteer positions, such as filling Board and committees vacancies.  This committee may, with Board approval, appoint a liaison who shall serve as a communicator between the corporation and the public and private school systems, as well as local music organizations, including but not limited, to the Bismarck-Mandan Symphony Orchestra.

 

d.            Personnel Committee (formerly the Recruitment Committee):  This committee is responsible for developing proper recruitment procedures and for recruitment of a Director and teachers.  This committee is also responsible for maintaining job descriptions for the Director and teachers.  It shall also assist the Board with contract concerns.

 

e.            The Building Committee: This committee is responsible for finding a permanent home for the corporation and maintain an inventory of all school owned materials, including book, stands, piano, etc.  It shall report to the Board at least once a year.

 

Article IV.  Membership Meetings

 

Section 1.       There shall be an Annual Membership Meeting (the time and place to be determined by the Board; usually to be held in August) of all members of the corporation to carry on necessary business.  Other membership meetings may be called as deemed necessary.

 

Section 2.       A majority of the voting membership present shall have the power to pass or defeat an issue, except where the law requires more than a simple majority.  Amendments to these Bylaws require a two-thirds majority.  See Article VII, Section I.

 

Section 3.       Each family or guardian family of one or more minor children enrolled with a teacher member of the school and has paid the family membership fee, shall have one vote.

 

Section 4.       Written notice shall be given by the Board to all members of the corporation not less than ten (10) but not more than thirty (30) days in advance of the Annual Membership Meeting or of any membership meeting called to do legal business.  Notice of any items of business to be placed on the agenda for any membership meeting must be received by the Board not less than seven (7) days in advance of such meeting.

 

Section 5.       The President shall call a special meeting if requested by at least ten (10) percent of the voting membership in writing.

 

Section 6.       Any action, required or permitted to be taken at any membership meeting, may be taken without a meeting if all of the members consent, in writing, to the action to be taken.  The written consent shall have the same force and effect as a unanimous vote of the members.

 

Article V.  Teacher Members and Operating Staff

 

Section 1.       The Board shall have the power to enter into a Teacher Agreement with teacher members and create staff positions, including that of the Director of the corporation. The teachers and staff shall carry out the policies established by the Board and fulfill the purposes of the corporation.  The Board may fix the compensation and any other benefits to be received by such persons for the performance of their duties.

 

Section 2.       The Board shall set out in writing the duties of staff members and procedures for dismissal.  These duties shall be given to any potential teacher before he/she signs an agreement or to any potential staff before he/she is hired.  Certain conditions may be worked out with the potential staff member, though all similar positions shall have available the same or similar stipulations.

 

Section 3.       The Director shall, among his or her other duties, report to the Board on past and upcoming activities and on school concerns.  The director shall be a voting member.

 

Article VI.  Fiscal Policies

 

Section 1.       The corporation’s fiscal year shall begin on the first day of September and end of the 31^st day of August.

 

Section 2.       The Board may, if it deems it appropriate, hire and authorize a firm or individual to perform any bookkeeping, accounting, investing, or tax preparing functions.  This may include, but is not limited to, authorizing a firm or individual to write checks and make deposits on behalf of the corporation.

 

Article VII.  Amendments

 

Section 1.       Amendments to these by-laws may be made at any legal membership meeting by an affirmative vote of two-thirds of those present.

 

Section 2.       Membership meetings that vote on amendments must meet the requirements of Article IV, Section 4.

 

Article VIII.  Indemnification and Limited Liability of Directors and Officers

 

Section 1.       Each person who is or was a director or an officer, employee, or agent of the corporation shall be indemnified by the corporation to the full extent permitted by applicable law.  The corporation may maintain insurance, at its expense, for its benefit in respect of such indemnification and for the benefit of any such person whether or not the corporation would otherwise have the power to indemnify such person.

 

Section 2.       Each person who is or was a director or an officer, employee, or agent of the corporation shall have no personal liability for the obligations of the corporation.  This is so long as such person is or was acting in good faith and exercises or was exercising ordinary care in the fulfillment of his or her duties on behalf of the corporation.