BYLAWS OF SERAPIS FOUNDATION, INC.
(A VIRGINIA NONSTOCK NONPROFIT CORPORATION)
ARTICLE I – ORGANIZATION:
A. The name of this Corporation is SERAPIS FOUNDATION, INC. (hereinafter called the “Corporation”).
B. The principal office of the Corporation shall be 9015 Brook Ford Rd, Burke, VA 22015-3613
C. The fiscal year of the Corporation shall be January 1st to December 31st.
ARTICLE II – PURPOSE:
The Serapis Foundation is organized exclusively as a nonprofit music education organization, which shall serve the following purposes:
A. To stimulate, promote and develop interest in the musical environments, to educate the general public in the musical environment, to advance the national culture in the musical environment through the performance of, and education in wind, string, and percussion ensembles and chamber music literature.
B. To provide opportunity for development of individual musicianship and musical skills; and for individual musical expression and enjoyment of music among its membership and the general public.
C. The Corporation shall include any musical groups that the Serapis Foundation Executive Director may form to meet the goals and purposes of the Corporation.
ARTICLE III – MEMBERSHIP:
A. The Corporation will be formed as a nonmembership corporation and will not have voting members.
B. A non-voting group of associates and musicians, invited by the Executive Director, shall assist the Corporation’s Board of Directors in fulfilling the purpose stated in Article II.
C. Only the Corporation’s Board of Directors shall have voting privileges. The qualifications, rights and limitations of the Board of Directors, shall be as set forth in the bylaws of the Corporation.
ARTICLE IV – BOARD OF DIRECTORS:
A. General Powers. The Corporation shall have a Board of Directors, led by the Executive Director, to facilitate and manage the business and affairs of the Corporation.
B. Executive Director. The original incorporator of the Corporation shall serve as the Executive Director, and shall guide the President and the Board of Directors in creating a long-term vision for the Corporation and accomplishing its objectives. The Executive Director has final authority in the establishing goals, priorities, and activities for the Corporation.
C. Number: The Board of Directors shall consist of no less than five (5) and no more than eleven (11) members.
D. Election of New Board Members. The Board of Directors may also nominate additional individuals either from within or outside the Corporation to serve as Board members, in accordance with the following procedures:
a. All directors have the authority to nominate individuals to serve on the Board of Directors, provided there are vacancies.
b. These nominees shall be selected by virtue of their strengths and expertise in key functional areas essential to executing the business of the Corporation and will have demonstrated their support for and commitment to the Corporation.
c. Nominees for positions on the Board of Directors will then be voted upon at a board meeting, where election of new directors is on the agenda.
d. No individual shall be nominated, named, or elected as a director without his prior consent.
E. Approval of Nominees. Successful appointment of a nominee shall require the affirmative vote of two thirds (2/3) of the existing Board of Directors.
F. Voting. All members of the Board of Directors shall have voting privileges and voting status on the Board of Directors.
G. Term of Office. Terms of office are for one year. Each Board Member shall hold office until the next annual meeting of the Board of Directors at which his successor is duly elected and qualified. Board members may hold consecutive terms in office.
H. Election of Officers. The Officers shall be elected by a simple majority vote of the Board of Directors present at a meeting called for that purpose. The President shall appoint one director to chair a Nominating Committee. This committee shall be responsible for presenting a slate of nominees for Officers, to the Board of Directors. Final election of these nominees shall require majority approval of the Board of Directors.
ARTICLE V – OFFICERS:
A. Election, Tenure, and Compensation. The Officers of the Corporation shall be a President, Vice President, a Secretary, a Treasurer, a Personnel Manager, a Director of Music Production, a Director of Public Relations, an Director of Operations, and such other officers, e.g., an Assistant Secretary or others as the Executive Director from time to time may consider necessary for the proper conduct of the business of the Corporation. The Officers shall initially be selected by the Executive Director and shall serve until the next annual meeting of the Board of Directors at which “Election of Officers” is on the agenda. Any two (2) or more of the above offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these bylaws to be executed, acknowledged or verified by any two (2) or more officers. Officers shall receive no compensation or salary unless approved by the Executive Director.
B. President. The President shall be the Chief Executive Officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the chief executive of any organization. The President shall see that all books, reports and certificates required by law are properly kept or filed.
The President of the organization by virtue of his office shall be Chairman of the Board of Directors. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The President shall preside at all meetings of the Corporation and the Board of Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Corporation and the Board of Directors are carried into effect.
The President, or his appointed representative, shall be the sole representative of the Corporation to any other organization not covered in any other part of these bylaws.
The President shall present at each meeting of the Board of Directors a general report of the condition of the business of the Corporation.
The President shall call annual and special meetings of the Board of Directors in accordance with the requirements of law and these bylaws.
The President shall appoint all standing committee and ad hoc committee Chairmen. Chairmen are then responsible for forming their own committees.
The President shall enforce these bylaws and perform all duties incident to his office and generally shall supervise and control the business and affairs of the Corporation.
The President shall appoint a member(s) of the Corporation to be responsible for the audit of the Treasurer’s books. A report on the finances of the Corporation shall be given at each meeting of the Corporation.
C. Vice President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President. The Vice President shall do and perform such other duties as may, from time to time, be assigned to him by the President and Board of Directors.
D. Secretary. The Secretary shall ensure accurate records are maintained of all of the proceedings of the meetings of the Board of Directors in books provided for that purpose, shall keep a list of all records thereof, shall file all important papers and letters of the Corporation with the President at the end of each term, and shall perform such other duties as may be assigned to him by the Board of Directors or the President. When authorized by the Board of Directors or the President, he shall attest to or witness all instruments requiring the same.
The Secretary shall attend to all official correspondence. Copies of all correspondence shall be kept in a correspondence file and shall be turned in to the Executive Director at the end of each term.
The Secretary shall complete any required information mailings to patrons, associates and musicians.
In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the President.
E. Treasurer. The Treasurer shall have custody of all the funds and securities of the corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depository or depositories as the Board of Directors may designate.
The Treasurer must be one of the officers who shall sign checks or drafts of the Corporation. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.
He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as treasurer and of the financial condition of the Corporation.
The Treasurer shall make a full financial report at the regular meetings of the Board of Directors.
Upon his resignation, retirement or removal from office of all books, papers, vouchers, monies and other properties of whatever kind in are in his possession or under his control shall be returned to the Corporation.
The President and the Treasurer shall have the power to make, sign and endorse, in the name of the Corporation, all checks, drafts, notes, and the other orders for the payment of money; to pay out and dispose of funds in accordance with the terms of the annual budget adopted by the Board of Directors. All checks must be signed by one of the two (2) designated signatories. All expenditures other than those contained in the annual budget shall require the express authorization of the Executive Director.
When required to do so, the Treasurer shall relinquish the books to the appointed member(s) of the Corporation’s Board of Directors responsible for the audit of the Treasurer’s books.
In general, the Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
F. Personnel Manager. The Personnel Manager shall be responsible for keeping attendance, disseminating information to the musicians, including changes/additions to rehearsals and performances, and taking roll before specific rehearsals and all performances to ensure needed concert instrumentation. The Personnel Manager shall organize and maintain a musicians’ and associates’ phone and e-mail list and provide updated copies for the President, musicians and associates, as changes require. The Personnel Manager shall provide a list of current musicians for inclusion in concert programs and/or the Web page roster.
G. Director of Music Production. The Director of Music Production shall be responsible for obtaining and returning music from outside sources (library, local schools), obtaining replacement music, accounting of the music folders, maintaining the music library, stamping new music purchases with the Corporation’s name, as well as distributing and collecting music at rehearsals. The Director of Music Production shall keep a record of music owned including the title, purchase price/estimated value, etc. The Director of Music Production shall provide the Conductor with a list of available music and coordinate the purchase of new music with the Conductor and the Treasurer. Additional responsibilities shall include any tasks related to copyrights, recordings, licensing, commissioning, and other related functions. The Director of Music Production shall oversee the Music Production Committee.
H. Director of Public Relations. The Director of Public Relations shall coordinate all communications with the general public via various media outlets. This will include information regarding concerts, seminars, classes and other events. The Director of Public Relations shall also coordinate concert preparation (i.e. programs, flyers), front of house and community displays. The Director of Public Relations shall update the Corporation’s web site (concert dates, library, ensembles, etc.) or coordinate with a member of the Advertising committee to ensure that the web site is updated in a timely manner. The Director of Public Relations shall ensure attendance of a Corporation representative at community functions as requested by community organizations and/or the Board of Directors. The Director of Public Relations shall be responsible for all advertising/publicity associated with fund raising activities approved by the Board of Directors. The Director of Public Relations shall oversee the Advertising Committee and direct their activities as necessary to ensure that all advertising is completed in a timely manner.
I. Director of Operations: The Director of Operations shall be responsible for obtaining concert venues and rehearsal facilities and shall negotiate any requirements associated with use of these venues. He shall oversee all transportation of equipment, setup and breakdown for performances, and all other logistical details required by specific events. He shall be responsible for any and all logistics associated with any concerts, ensembles, meetings and other designated functions. He shall oversee the Logistics Committee and direct their activities as necessary to ensure that all required transportation, setup and other logistics requirements are completed in a timely manner.
J. Educational Consultant: The Educational Consultant shall assist the President in meeting the educational goals and purposes of the Corporation. He shall be responsible for assisting the President in establishing a well-balanced instrumental music program, to include evaluating programming of the various ensembles to ensure they convey the Corporation’s goals. He shall liaison with other educational/academic institutions to create relationships that would be mutually beneficial, as well as lobby for financial support, where appropriate, from these institutions. He shall advise the President on using the Corporation as a conduit for educational outreach and partnerships, to include establishing a variety of instructional and performance opportunities, conferences, workshops, master classes, joint concerts, individual/group instruction, and other activities as opportunities arise.
K. Grants Coordinator. The Grants Coordinator shall be responsible for researching grant opportunities for the Corporation. He shall determine those grant opportunities for which the Corporation is qualified, gather the necessary information and submit the grant application. The Grants Coordinator shall oversee the activities of the Fundraising Committee.
L. Officers shall by virtue of their office be members of the Board of Directors.
M. No Officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an Officer from receiving compensation from the Corporation for duties other than as an Officer.
N. Other Officers. The Corporation may have such subordinate Officers, as the Board of Directors may from time to time deem advisable. Each such Officer shall hold office for such period and perform such duties as the Board of Directors or the Executive Director may prescribe.
O. Officers shall be elected at the first meeting of the Corporation and shall assume the responsibilities of their office immediately.
P. Terms of office will run for one year. Each Officer shall hold their elected office until the next annual meeting of the Board of Directors at which his successor is duly elected and qualified. Officers may hold consecutive terms in office.
Q. Any Officer is subject to a recommendation for removal for cause, at any time, by a unanimous vote of the remaining Board of Directors (excluding the Officer being considered for removal).
R. The vacancy of any office, created by resignation or removal, may be filled by a new or existing Board Member, nominated and elected by the Board of Directors, in accordance with the provisions of Article IV of these bylaws and will serve in that position until the next Election.
ARTICLE VI – STANDING COMMITTEES:
A. The following standing committees exist: Budget, Logistics, Fundraising, Advertising and Library. As indicated in the following subparagraphs, one Officer shall serve as Chair of each standing committee. The Committee Chair shall recruit or appoint the appropriate number of committee members he deems necessary to meet the obligations of his particular committee. Committee members may come from outside the Corporation and will be considered associates of the Corporation.
a. Budget. The Budget Committee shall submit an annual budget at the annual meeting covering all aspects of the activities of the Corporation. The Treasurer shall chair the Budget Committee.
b. Logistics. The Logistics Committee shall be available to assist with moving, transportation, setup, breakdown, and all other logistical details required by specific events. This shall include logistics for concerts, ensembles, meetings and other designated functions. The Director of Operations shall chair the Logistics Committee.
c. Fundraising. This committee shall plan and coordinate fundraising activities and review the success of each fundraiser and make recommendations concerning the continuation, modification, and addition to the list of fund raising events. The President, the Treasurer and the designated coordinators of all fundraisers undertaken by the Corporation shall all be members of the Fundraising Committee. The Grants Coordinator shall chair the Fundraising Committee.
d. Advertising. The Advertising Committee shall maintain the Band’s web site and ensure that the web site is updated in a timely manner. This committee shall be responsible for all advertising and publicity associated with the Corporation’s activities and shall ensure attendance of Corporation representative(s) at community functions as required. The Director of Public Relations shall chair the Advertising Committee.
e. Music Production. The Music Production Committee shall assist the Director of Music Production in obtaining and returning music from outside sources, obtaining replacement music, accounting of the music folders, maintaining the music library, stamping new music purchases with the Corporation’s name, as well as distributing and collecting music at rehearsals. Additional functions of the committee may include any tasks related to copyrights, recordings, licensing, commissioning, and other related functions. The Director of Music Production shall chair the Music Production Committee.
B. Additional Committees: Additional ad hoc Committees may be formed as needed, at the direction of the Board of Directors, to fulfill specific requirements of the Corporation. The President will appoint the chair of the committee, who will then select his own members. Members of such committees need not be associates of the Corporation. Any member thereof may be removed by the President, whenever it is in his judgment that the best interests of the Corporation shall be served by such removal. The Board of Directors shall dissolve such Committees once they have served their purpose.
ARTICLE VII – MEETINGS:
A. Notice of Board of Directors meetings shall be provided a minimum of two weeks prior to the day of the meeting. The President shall call the meeting, state the agenda and make a good faith effort to notify all of the Board of Directors. Board members who are unable to attend will be permitted to submit agenda items for discussion to the President, provided they are in keeping with the publicized agenda for the meeting.
B. Meetings of the Board of Directors shall be presided over by the President, or in his absence, by the Vice President of the Corporation. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, provided that in his absence, the President shall appoint another person to act as secretary of the meeting.
C. Meetings of the Board of Directors shall be held at least quarterly. Additional or special meetings of the Board of Directors may be called by the President when he deems it in the best interest of the Corporation.
D. No other business but that specified in the agenda may be transacted at such a special meeting without the unanimous consent of all present at such meeting.
E. The presence of two-thirds (2/3) or more of the Corporation’s Board of Directors shall constitute a quorum and shall be necessary to conduct the business of the organization.
F. At all meetings, votes shall be by voice.
G. Bylaws may be amended at any properly called Board of Directors meeting for which amending the bylaws are on the agenda. Proposed amendments to the bylaws shall be presented to the President prior to placing the bylaws amendment(s) on the Board of Director’s meeting agenda. Changes to the bylaws shall require the unanimous approval of the Board of Directors.
ARTICLE VIII – INDEMNIFICATION:
A. The Corporation shall indemnify each present and former Director, Officer, any employees or associates against liabilities (including judgments, fines and reasonable attorneys' fees, costs and expenses) incurred by him in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (any of which is hereinafter referred to as a "proceeding"), to which he may be made a party by reason of his being or having been a Director, Officer, employee or associate of the corporation, except in relation to any proceeding in which he has been adjudged liable because of willful misconduct, bad faith or gross negligence involved in the conduct of his office or activity or, in relation to any criminal proceeding, in which he had reasonable cause to believe his conduct was unlawful (any of which behavior is hereinafter referred to as "misfeasance"), provided, however, that even if he is guilty of misfeasance, he shall be entitled to such indemnification as shall be finally ordered by a court. In the event of the disposition of any proceeding in which no determination of misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the Director, Officer, employee or associate acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such proceeding or (2) by independent legal counsel in a written opinion if such a quorum is not obtainable, or, even if obtainable, if a majority of disinterested Directors so directs. Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any Director, Officer, employee or associate.
B. Expenses incurred in defending any proceeding may be paid by the Corporation in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding paragraph, upon receipt of an undertaking by or on behalf of the Director, Officer, employee or associate to repay such amount unless it shall ultimately be determined that he is entitled to indemnification.
C. Every reference herein to a Director, Officer, employee, associate or musician shall include every Director, Officer, employee, or associate, or former Director, Officer, employee, or associate of the Corporation and every person who may have served at the request of the Corporation or one of its subsidiaries as a Director, Officer, employee or associate and, in all such cases, the heirs, executors and administrators of such Director, Officer, employee or associate.
D. The Corporation may further indemnify each Director, Officer, employee, or associate in any other manner permitted by law.
ARTICLE IX - MISCELLANEOUS PROVISIONS:
A. Corporate Seal. The Executive Director may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Whenever the corporation is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to place the word "(seal)" adjacent to the signature of the authorized officer.
B. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Board of Directors or any committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction.
C. Organizational Documents. The Corporation shall maintain an archive of all organizational records since the initial establishment of the Corporation. The Executive Director shall appoint a board member to assume the responsibility for maintaining and archiving the Corporation’s organizational documents.
D. Severability. The invalidity of any provision of these bylaws shall not affect the validity of any other provision, and each provision shall be enforced to the extent permitted by law.
E. Annual Report. The President shall appoint a board member to present annually to the Board of Directors a report, showing in appropriate detail the financial status, significant achievements, future goals, and involvement of key personnel. The report shall include, but is not limited to, the following information:
a. The assets and liabilities, including any trust funds of the corporation, as of the end of the immediately preceding fiscal year;
b. The principal changes in assets and liabilities, including trust funds, during the immediately preceding year;
c. The revenue and receipts of the corporation for the immediately preceding year;
d. The principal activities and significant achievements of the corporation;
e. Biographical information on key personnel within the organization
f. Strategic vision, goals, and plans for the coming year.
F. The annual report shall be filed with the minutes of the annual meeting of the Board of Directors.
ARTICLE X – DISSOLUTION:
A. Upon the dissolution of the Corporation, the Board of Directors shall distribute all net assets of the Corporation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.
B. Any remaining assets not disposed of by the Board of Directors shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.