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Bylaws

Adopted May 18, 2023

ARTICLE I
Name and Headquarters
Section 1. Name
The name of the organization shall be Convergence Performing Arts, Inc. The abbreviation Convergence may be used to designate the organization.

Section 2. Headquarters
The headquarters of the organization shall be at a location determined by the Board of Directors.

 

ARTICLE II
Purposes

Section 1. Corporate Purpose
The organization is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.

ARTICLE III
Membership

Section 1. Members
The organization does not have members; for the purposes of these Bylaws, members shall be those individuals serving on the Board of Directors.

ARTICLE IV
Board of Directors

Section 1. General Powers
The affairs of the organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the organization.

 

Section 2. Number, Tenure, Requirements, and Qualifications

  • The number of directors shall be fixed from time-to-time by the Directors, but shall consist of not less than three (3) nor more than fifteen (15), including the officers.

  • The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting.

  • No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

  • The head individuals responsible for the direction of the programs offered by Convergence Performing Arts, Inc. shall serve as ex-officio voting members of the Board of Directors until their resignation or removal.

  • The Board of Directors may develop additional voting positions which shall be limited to three years per term, with a maximum of two consecutive terms.

 

Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of August of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular monthly meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors not less than ten (10) days prior to the meeting date.

 

Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place for holding any special meeting of the Board called by them.

 

Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by written notice, including electronic mail. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any regular meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.

 

Section 6. Quorum
The presence of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

 

Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements, as set forth in Section 2 of this Article, by August 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article in these Bylaws.

 

Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

 

Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as members of the Board of Directors.

 

Section 10. Action Without a Meeting
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

 

Section 11. Confidentiality
Directors shall not discuss or disclose information about the organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the organization’s purposes, or can reasonably be expected to benefit the organization. Directors shall use discretion and good business judgment in discussing the affairs of the organization with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the organization, including but not limited to accounts on deposit in financial institutions.

 

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

 

Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President, by reference to Robert’s Rules of Order, Newly Revised.

 

Section 13. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the organization would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

 

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws, automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 13 of this Article.

 

ARTICLE V
Officers

The officers of the Board shall be the President, Secretary, and Treasurer. All officers must have status of active members of the Board.

 

Section 1. President
The President shall preside at all meetings of the Board of Directors. The President shall have the following duties:

  • Preside at all meetings of the Executive Committee and Board of Directors.

  • Shall see that all orders and resolutions of the Board of Directors are brought to the Board of Directors.

  • Shall have general superintendence and direction of all other officers of this organization and see that their duties are properly performed.

  • Shall be responsible for the day-to-day operations of the organization and ensuring its compliance with all legal requirements and obligations standard for non-profit organizations.

  • Shall be an ex-officio member of all standing committees of the Board of Directors and shall have the power and duties usually vested in the office of the President.

 

Section 2. Secretary
The Secretary shall attend all meetings of the Board of Directors and of the Executive Committee, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

  • Recording all votes and minutes of all proceedings in a book to be kept for that purpose. In concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization.

  • Assisted by a staff member, shall send notices of all meetings to the members of the Board of Directors and shall take reservations for the meetings.

  • Perform all official correspondence from the Board of Directors as may be prescribed by the Board of Directors.

  • Serve as the Chair Pro-Tempore in the absence of the President.

 

Section 3. Treasurer
The Treasurer duties shall be:

  • Submit for approval all expenditures of funds raised by the Board of Directors, proposed capital expenditures (equipment and furniture), by the staff of the organization.

  • Present a complete and accurate report of the finances raised by the Board of Directors at each meeting of the Board, or any other time upon request of the Board of Directors.

  • Have the right of inspection of the funds resting with the organization including budgets and subsequent audit reports.

  • Assist in direct audits of the funds of the organization according to funding source guidelines and generally accepted accounting principles.

  • Shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision they shall be.

 

Section 4. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board of Directors. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Board of Directors. Those officers elected shall serve until their resignation or removal.

 

Resignation or removal as an officer shall not include resignation or removal as a member of the Board of Directors.

 

Section 5. Removal of an Officer
The Board of Directors with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

 

Section 6. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board of Directors at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred. The responsibilities of the vacant position shall be distributed amongst the remaining Officers as they so determine, until the position is filled.

 

ARTICLE VI
Committees

Section 1. Standing Committees

The standing committees of the Board of Directors shall be the Executive Committee.

 

Section 2. Executive Committee
The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.

 

ARTICLE VII
Fiscal Year

The fiscal year of the organization shall be August 1 through July 31.

 

ARTICLE VIII
Amendments

Section 1. Proposals
Any member of the Board of Directors may propose an amendment to these Bylaws by sending such proposal to the President and Secretary not less than 30 days prior to a regular or special meeting of the Board of Directors. The President and Secretary shall review the amendment and ensure its addition to the agenda of the next meeting. Proposed amendments should be sent to the full Board not less than ten (10) days prior to the meeting in which it is to be considered.

 

Section 2. Adoption
Any proposal considered by the Board of Directors must be approved by at least a two-thirds majority of the Board for it to be considered adopted. A failed amendment may not be reconsidered in its original form without eight (8) months having first elapsed.

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