THE PRESBYTERIAN COLLEGE FRIENDS OF MUSIC
The name of this organization is the Presbyterian College Friends of Music.
The object of the PCFOM is to support and help maintain the high level of music education at Presbyterian College, and to assist the Music Department and the College with continuing improvements to the Department’s equipment, furnishings, technology and facilities.
The PCFOM 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 federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 Article Third hereof. 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 in, 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 articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The PCFOM consists of persons or organizations who have made a financial contribution to the PCFOM.
Officers and Board of Directors
The power, property, and affairs of the PCFOM shall be vested in, exercised by, conducted, controlled and managed by the Board of Directors.
Board of Directors
The Board shall consist of up to 9 members of the PCFOM nominated by the Board and elected by a majority vote of 1/5 of the PCFOM’s registered membership.
Board seats will be classified as Class I, Class II, or Class III.
Each December one Class of Board seats will be selected to a three year term to begin July 1 of the following year.
The Board shall conduct the affairs of the PCFOM.
The Board may select an honorary director, a person whose service and devotion to the Department of Music at Presbyterian College merits special recognition by the PCFOM. Such an honorary director is non-voting.
The elected officers of the PCFOM consist of the President, the Vice President, the Treasurer, and the immediate past President, all of whom, except for the past President, shall be elected by the Board.
The President shall preside when present at all meetings of the members and Directors. The President shall have such other powers and duties as are usually incident to the office of President.
The Vice President shall preside when present at all meetings of the members and directors at which the President is not present. The Vice President shall have other duties as assigned by the Board or the President.
The Treasurer shall have general charge of the financial affairs of the PCFOM and shall keep accurate books of accounts. The Treasurer shall have other duties as assigned by the Board or the President.
The term of each officer is one year, except that an officer may serve until his successor takes office. An officer shall serve no more than three consecutive one-year terms in office. A vacancy may be filled for the unexpired term by the Board at any meeting of the Board. Terms of office begin on July 1 and end the following June 30. The Treasurer’s terms of service may be extended beyond the three year limit when the Board deems continuity and the office holder’s expertise necessary to maintain proper management of the PCFOM’s fiscal responsibilities. In such a circumstance, the incumbent will remain in office at the Board’s pleasure, which is to be determined by vote annually.
The officers shall be responsible for retaining an Executive Director who shall serve as Secretary of the PCFOM and manage the day-to-day activities of the PCFOM. The Executive Director shall serve as a non-voting, ex officio member of the Board. The Executive Director shall have those powers and responsibilities as delegated by the President or the Board.
No Director or Officer shall be entitled, as a right, to compensation for attendance at meetings of the Board or for any other services rendered to the PCFOM in his or her capacity as a Director or Officer; provided, however, the Board, in its discretion, may offer and pay reimbursement to any Director of expenses reasonably and necessarily incurred in the performance of his or her duties.
A Director or Officer may resign at any time by delivering written notice to the President or Executive Director. The notice may specify immediate resignation or a later date. If the resignation occurs at a later date, the Board may fill the vacancy before the effective date provided the successor does not take office until the effective date. Any vacancies shall be filled by a majority vote of the Directors present and constituting a quorum.
A Director or Officer may be removed, with our without cause, by the affirmative vote of two-thirds of the Directors then in office.
Every Director or Officer shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind for any purpose related to such person’s interest as a Director or Officer.
Meetings of the Board of Directors
Regular meetings of the Board shall be at such times as the Board may by resolution prescribe.
Special meetings of the Board shall be held whenever the President considers the interest of the PCFOM so require. The President shall also call a special meeting of the Board if three members of the Board request it in writing. Written notice of the time and place and the business to be transacted shall be given to each member of the Board at least three days before each special meeting. No other business may be transacted at the meeting.
A quorum of the Board shall consist of 50% +1 of the active Directors.
Meeting of the General Members
The general membership of the PCFOM shall meet each year in December to approve the Board’s nominations of Directors and for such other business as may properly come before it.
The Board may create standing or temporary committees with duties assigned thereto.
Dissolution must be approved by a vote of a majority of the Directors in office at the time such transaction is approved.
Directors must receive seven days’ notice of any meeting at which dissolution of the PCFOM will be voted on.
The assets of the PCFOM will be distributed as directed in the PCFOM Articles of Incorporation.
The PCFOM fiscal year shall be from July 1 to June 30 of the following year, unless otherwise determined by the Board.
These By-Laws, in whole or in part, may be amended or repealed at a meeting of the Board by a majority vote of those Directors then in office provided notice of the proposed amendments has been provided at least seven days prior to such meeting, unless such notice is waived.
The PCFOM shall be governed by the most current edition of Robert’s Rules of Order.