BYLAWS

These bylaws read, approved, and adopted by the Board of Directors and general membership of the Flute Society of Kentucky on January 14, 2000.

ARTICLE I

Section 1. Objectives and Purposes​​

The objectives and purposes for which the corporation is organized are:

  1. To promote and encourage interest and study in the flute in the Commonwealth of Kentucky.

  2. To sponsor and promote musical productions and recitals featuring the flute in the Commonwealth of Kentucky.

  3. To sponsor and promote flute education and instruction in the Commonwealth of Kentucky.

  4. To do all such acts, support all such other programs and promote all such other educational activities that will stimulate interest in, appreciation for, and participation related to, flute activities in the Commonwealth of Kentucky.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Number, Qualifications and Term of Office
The Board of Directors of the Corporation shall be composed of seven individuals. Each of the seven directors shall serve a three-year term.

Section 2. Election of Directors
The initial directors in office at the adoption of these bylaws shall continue in office until the annual meeting of the Corporation which shall be held at the largest event each year. At that time, the Directors shall elect seven individuals as Directors.

Section 3. Vacancies
Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal from office or otherwise, it may be filled by the vote of a majority of the Directors then in office at any meeting and this person so elected shall be a Director until a successor is elected.

Section 4. Meetings
The meetings of the Board of Directors shall be held at such place or places within or without the Commonwealth of Kentucky as may from time to time be determined by a majority of the Directors. Regular meetings of the Directors shall be held at such time and place as determined by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the President or Vice President or of not less than a majority of the Directors then in office.

Section 5. Notice of Meetings
Written notice of the time and place, and, in the case of special meetings, the purpose or purposes, of every meeting of the Directors shall be duly served on or sent, mailed, electronically mailed, or telegraphed to each Director not less than 14 days before the meeting, except that a regular meeting of the Directors may be held without notice immediately after the annual meeting of the members at the same place as such meeting of the members was held. Meetings may be held at any time without notice if all the Directors are present or if those not present waive notice of the time, place and purpose of such meetings by telegram, radiogram, cablegram, electronic mail, or other writing.

Section 6. Quorum of Directors
Three of the Directors shall constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors, provided that if the Directors shall, severally and/or collectively, consent in writing to any action to be taken by the Corporation, such action shall be valid corporate action, although it has been authorized at a meeting of the Directors. If at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 7. Powers of the Directors
The Board of Directors shall have the power and authority to carry on the affairs of the Corporation, and in doing so may elect, appoint, and employ all necessary Officers and staff personnel in addition to those officers provided by these bylaws; may employ all such employees as shall be requisite for the conduct of the affairs of the Corporation; may fix the compensation of such persons; may prescribe the duties of such persons; and may dismiss any appointed or employed Officer or agent without previous notice. The Directors may, in the absence or sickness of an Officer or employee, delegate that person’s powers and duties to another Officer or employee for the time being.


Section 8. Bylaws
The Board of Directors shall have the power to alter or amend the bylaws by a majority vote. This power shall also include the authority to increase or decrease from time to time the number of Directors of the Corporation.


Section 9. Executive Committee
The Directors, by resolution adopted by a majority of the Directors in office, may designate an Executive Committee which shall consist of three or more Directors, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation.


Section 10. Other Committees
The President of the Corporation may designate such other committees as deemed necessary, except that such other committees may not have or exercise the authority of the Board of Directors in the management of the Corporation.


Section 11. Removal of Directors
Any member of the Board of Directors who fails to attend more than three consecutive regular or special meetings of the Board of Directors may be removed from the Board of Directors by a majority vote of the remaining members of the Board of Directors.

ARTICLE III

OFFICERS

Section 1. Number, Qualifications and Election
The Officers of the Corporation shall consist of a President, Vice President, Treasurer, Secretary and Editor, all of who shall be duly elected Directors of the Corporation. With the exception of the first election, all officers of the Corporation shall be elected by the Board of Directors immediately after the election of the Directors at the annual meeting of the Corporation. All officers shall serve two-year terms. Officers of the Corporation shall also serve as officers of the Board of Directors. The first officers will be elected from the general membership.


Section 2. Vacancies
The Board of Directors shall have the power to fill any vacancies in any offices occurring for whatever reason.


Section 3. Powers and Duties
The Officers of the Corporation shall respectively have such powers and perform such duties in the management of the property and affairs of the Corporation subject to the control of the Directors, as generally pertain to their respective offices, as well as such additional powers and duties as may from time to time be conferred by the Board of Directors. In addition, the officers of the Corporation shall have the following specific powers and duties:

A. President
The President shall be the principal executive officer of the Corporation, and be subject to the control of the Board of Directors, shall supervise and control the management of the Corporation. The President shall, when present, preside at all meetings of the Corporation, Directors and the Executive Committee, and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex-official member of all committees.

B. Vice President
The Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

C. Treasurer
The Treasurer shall have the custody of all funds and assets belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall sign all checks drawn on the Corporation. The Treasurer shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and of the results of its operations, all in reasonable detail, to be made and filed at the registered office of the Corporation within one month after the end of such fiscal year. The statement so filed shall be kept available for inspection by any Director for a period of three years, and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any member upon written request therefore. The Treasurer shall collect all fees, annual dues and contributions. The Treasurer shall also prepare and file all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to the office and such other duties as may be assigned from time to time by the President or Board of Directors.

D. Secretary
The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Corporation, Directors and Executive Committee. The Secretary shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it, and, in general, shall perform all duties as may be assigned from time to time by the President or by the Board of Directors.

E. Editor
The Editor shall be responsible for the publishing of the Newsletter within the schedule and guidelines established by the Board of Directors. The Editor will be responsible for all aspects of the publishing of the Newsletter, including, but not limited to, securing material for publication, advertising, photocopying, and distributing the Newsletter. The Editor shall also generally perform all other duties incident to the office and such other duties as may be assigned from time to time by the President or Board of Directors.

Section 4. General Powers as to Negotiable Paper
The Board of Directors may from time to time prescribe the manner of the making, signature, or endorsement of bills to exchange, notes, drafts, checks, acceptances, obligations and other negotiable paper or other instruments for the payment of money, and designate the officer or officers, agent or agents who shall from time to time, be authorized to make, sign, or endorse the same on behalf of the Corporation.

ARTICLE IV

FINANCES

Section 1. Operating Fund
All fees, dues, contributions and other monies paid to the Corporation shall be placed in a general operating fund, except monies subscribed or contributed for a specific purpose which shall be placed in a separate fund for such purposes.

Section 2. Disbursements
No obligation or expense shall be incurred and no monies shall be appropriated or paid unless authorized by the Board of Directors.

Section 3. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of September of each year and end on the last day of August of the following year. [Fiscal year calendar change approved by board on 2/8/01]

Section 4. Bond
The Treasurer and any staff employee of the Corporation shall be bonded in such amount and in such manner as the Board of Directors shall deem necessary.

ARTICLE V

PUBLICATIONS

Section 1. Newsletter
The Officers of the Corporation shall cause to be published a newsletter at such periodic dates established by the Directors. The newsletter shall contain information on the Corporation and its activities and programs. Each Director, patron, and member in good standing of the Corporation, shall be entitled to receive a copy of the newsletter.

Section 2. Other Publications
The Directors of the Corporation may authorize the issuance of other publications as they may deem necessary to further the objectives and purposes of the Corporation.

ARTICLE VI

PROPERTY AND ENDOWMENTS

Section 1. Property and Endowments
All real and personal property and all endowment funds of the Corporation shall be vested in the Board of Directors of the Corporation; however, no Director, Officer, or patron shall have any personal rights in any property or funds at any time.