Mission and Bylaws
ARTICLE I MEMBERS AND PURPOSE
AMENDED AND RESTATED BYLAWS
OF
CITRUS COMMUNITY CONCERT CHOIR, INC.
ARTICLE I. MEMBERS AND PURPOSE
Section 1. Purpose.
The Citrus Community Concert Choir, Inc. (“CCCC”) was formed to present classical and other forms of choral music to the community. The CCCC was also formed to provide scholarships and financial aid to students who plan to study music in college or to pursue a career in the musical arts and to encourage the advancement of the choral arts in the community.
The CCCC, with approval of the Board, may also engage is such other activities as are permitted under the Florida Not For Profit Act and which may be performed by charitable and educational organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 2. Members
The CCCC shall have members (the “Members”). The Members shall consist of the membership of the Citrus Community Concert Choir (the “Choir”). Membership in the Choir shall be by application and subject to an interview and/or audition by the Music Director.
Membership in the Choir shall not obligate any person to make any financial commitment or monetary expenditure, other than the payment of membership dues and payment for the price of music.
Section 3. Determination of Membership Dues and Obligation to Pay.
The Board of Directors shall fix the amount of dues (if any) required for membership in the Choir. The Board of Directors shall notify Members of any required dues, including the date on which such dues must be paid by the Members.
Each Member shall be obligated to pay its dues on or before the specified due date. Such obligation shall be solely for the benefit of the CCCC and shall not be for the benefit of or enforceable by any creditor of the CCCC.
Section 4. Duration of Membership.
The term of membership in the Choir shall be determined by the Board of Directors from time to time.
Section 5. Termination of Membership; Change in Control Transaction Involving Member.
Membership in the Choir may be suspended or terminated if a Member does not pay all required membership dues, in full, by the due date established by the Board of Directors, pursuant to procedures established by the Board of Directors.
Section 6. Voting Rights and Manner of Acting.
Members shall be entitled to vote in elections of the Board of Directors and any other matter that the Board determines should be submitted to, or requires a vote of, the membership. Each Member shall have one vote. The act of a majority of the votes cast by the Members present at a duly called meeting of the Members at which a quorum is present shall be the act of the membership, except as otherwise provided by law, by the CCCC’s Articles of Incorporation, or by these Bylaws. Where and in the manner authorized by the Board of Directors, any action required to be taken at a meeting of the Members may be conducted by voice vote, show of hands, written ballot, or electronically transmitted ballot, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Member. Proxy voting by Members shall not be permitted.
Section 7. Annual and Regular Meetings.
Annual meetings of the membership may be held in June at such time and place, within Citrus County, Florida, as may be designated by resolution of the Board of Directors, upon ten (10) days’ prior notice. The Board of Directors may provide by resolution the time and place, within Citrus County, Florida, for the holding of additional regular meetings of the membership without notice required other than these Bylaws and such resolution.
Section 8. Special Meetings.
Special meetings of the membership may be called by or at the request of the President or the majority of the entire Board of Directors. The person or persons authorized to call special meetings of the membership may fix any place, within Citrus County, Florida, as the place for holding any special meeting called by them.
Section 9. Notice.
Notice of any special meeting of the membership shall be received by each Member by mail, overnight courier, telecopier, electronic mail, or other mode of written transmittal, not less than ten (10) days and not more than fifty (50) days before the date set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any Member may waive notice of any meeting before, at or after such meeting.
Section 10. Quorum.
A majority of the Members shall constitute a quorum for the transaction of business at any meeting of the membership, provided, that if less than a majority of the Members are present at said meeting, a majority of the Members present may adjourn the meeting from time to time, but not for a period in excess of thirty (30) days, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 11. Chairperson.
The President shall preside as chairperson at all meetings of the membership. In the absence of the President from any meeting of the Members, the Vice-President shall serve as temporary chairperson.
Section 12. Remote Communication.
Where and in the manner authorized by the Board of Directors, any person participating in a meeting of the Members may participate by means of conference telephone or other remote communication whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Association shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a Member, (ii) the Association shall implement reasonable measures to provide such Members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any Member votes or takes other action at the meeting by means of remote communication, a record of such vote or action shall be maintained by the Association.
Section 13. Action by Written Consent.
Any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which Members entitled to vote thereon were present and voting in the form and within the time period prescribed by section 617.0701(4) of the Florida Not For Profit Act, or (ii) by all of the Members entitled to vote with respect to the subject matter thereof. If such consent is signed by less than all of the Members entitled to vote, then such consent shall become effective thirty (30) days after notice has been given to all members who were entitled to vote on the action but who did not sign the written consent. Such notice must fairly summarize the material features of the authorized action.
Section 14. Minutes and Parliamentary Procedure.
Full minutes of each meeting of the membership shall be recorded by the Secretary, containing results of the deliberations of the membership. The minutes shall be submitted to the Members for approval at the subsequent annual meeting of the Members. All meetings of the membership shall be conducted in a manner not inconsistent with applicable law, these Bylaws, the Articles of Incorporation, or rules adopted by the Board of Directors or the membership.
ARTICLE II BOARD OF DIRECTORS
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the CCCC shall be managed under the direction of its Board of Directors. In addition to the powers expressly conferred upon them by these Bylaws, the Board of Directors may exercise all the powers of the CCCC. From time to time, the Board of Directors may delegate to officers of the CCCC such powers and duties as it may see fit in addition to those specifically provided in these Bylaws.
Section 2. Number and Tenure.
The Board of Directors shall be elected by the members. Each Director shall hold office for a term of one year and until a successor shall have been elected and qualify. The number of Directors may, by vote of a majority of the entire Board, be decreased to not less than three or increased to a number not exceeding eight (which minimum and maximum number shall include the Music Director, even though such position is non-voting). The Board of Directors shall keep minutes of its meetings and a full account of its transactions.
Section 3. Regular Meetings.
A regular annual meeting of the Board of Directors shall be held during the month of June in each year, on a day, and at a time and place to be determined by the President or the Directors. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Directors.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by the President or by any two Directors.
Section 5. Place of Meetings.
The Board of Directors may hold its regular and special meetings at such place within Citrus County, Florida as it may from time to time determine. In the absence of such determination, regular and special meetings of the Board of Directors shall be held at the principal business office of the CCCC.
Section 6. Notice.
Notice of the place, day and hour of every regular and special meeting shall be given to each Director:
a. By notice in writing mailed postage prepaid not later than the third day before the day set for the meeting and addressed to the Director's last known post office address according to the records of the CCCC.
b. By telegraphic, electronic, or telephonic communication or by notice in writing delivered personally or left at the Director's residence or usual place of business not later than the second day before the day set for the meeting.
No notice of the time, place or purpose of any meeting need be given to any Director, who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice or who attends the meeting.
Section 7. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at every meeting; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time, but not for a period in excess of 30 days, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in the Charter or these Bylaws, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors.
Section 8. Vacancies.
Any vacancy occurring in the Board of Directors or created by an increase in the number of Directors may be filled by a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section 9. Removal.
If the Board of Directors, at a meeting called for such purpose, determines, in its discretion, that a Director has failed to perform his or her duties the Directors, such Director may, by vote of a majority of the other Directors, be removed from office, and another may be elected in the place of the person so removed to serve for the remainder of the term.
Section 10. Compensation.
Directors shall receive no compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the CCCC.
Section 11. Informal Action by Directors.
Any action of the Directors may be taken without a meeting if a consent in writing setting forth the action taken is signed by all Directors and filed with the minutes of the CCCC.
Section 12. Conference Meetings.
Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, computer or any other device or means of communication by which all persons participating in the meetings may simultaneously hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.
Section 13. Informal Action by Directors.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each Director and such is filed in paper or electronic form with the minutes of proceedings of the Board of Directors.
ARTICLE III. OFFICERS
ARTICLE III. OFFICERS
Section 1. In General.
The officers of the CCCC shall consist of a President, a Vice-President, a Secretary, a Treasurer, and a Music Director, and whenever deemed advisable by the Board, one or more Assistant Secretaries, Assistant Treasurers, or additional Vice-Presidents.
The President shall be chosen from among the Directors. Any two offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, when such instrument is required to be executed, acknowledged, or verified by any two or more officers. The Board of Directors may from time to time appoint such other agents and employees, with such powers and duties as the Board may deem proper.
Section 2. President.
The President shall be the Chief Executive Officer of the CCCC and shall, when present, preside at all meetings of the Directors. The President shall have general management and direction of the activities of the CCCC, and all powers ordinarily exercised by the president of a corporation, and shall have authority to sign and execute, in the name of the CCCC, all contracts or other instruments to be executed on the CCCC's behalf.
Section 3. Vice-President.
In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election or designated seniority) shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 4. Secretary.
The Secretary shall keep minutes of the meetings of the Board of Directors and meetings of the members, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records of the CCCC, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 5. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety or sureties as the Board of Directors shall determine, the cost of which shall be borne by the CCCC. The Treasurer shall have charge and custody of all funds and securities of the CCCC, receive and give receipts for monies due to the CCCC, and deposit all such monies in the name of the CCCC in such banks or other depositaries as shall from time to time be selected by the Board of Directors. In general, the Treasurer shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer will contact the President and/or Board upon completion of CCCC year end August 31st for an audit of the CCCC financials per se: Audit Procedure guidelines.
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Section 6. Music Director.
The Music Director of the CCCC shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors. The compensation (if any) and other terms of employment of the Music Director shall be determined by the Board of Directors. The Music Director have immediate charge and control of the administration and operation of the Choir. The Music Director shall have responsibility for the performances of the Choir and the selection of music performed by the Choir (subject to such assistance as may be provided by the Music Committee, if one is appointed). The Music Director shall receive notice of and attend all meetings of the Board of Directors, but the Music Director shall not have a vote, except in the case of a tie.
Section 7. Assistant officers.
Each Assistant Secretary and Assistant Treasurer (if any) shall hold office for such period and shall have such authority and perform such duties as the Board of Directors may prescribe.
Section 8. Compensation.
Except for the Music Director, no officers shall receive any compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expense, actually and reasonably incurred on behalf of the CCCC.
Section 9. Removal.
The Board of Directors shall have the power to set the term of any officer and at any regular or special meeting to remove any officer if the Board, in its discretion, determines that such officer has failed to perform his or her duties. The Board may authorize any officer to remove subordinate officers.
Section 10. Vacancies.
The Board of Directors at any regular or special meeting shall have the power to fill a vacancy occurring in any officer ship.
ARTICLE IV. COMMITTEES
ARTICLE IV. COMMITTEES
Section 1. Executive Committee of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate from among its members an Executive Committee consisting of such number of Directors as may be specified in the resolution, which Committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the CCCC, except that such Committee shall have no authority to amend, alter, or repeal the Bylaws, to elect, appoint or remove any Director or officer of the CCCC, or to approve any charter document required to be filed with the State of Florida.
Section 2. Nominating Committee.
The Board of Directors shall appoint a Nominating Committee, consisting of one Director and two members, to nominate a slate of candidates for election to the Board. The Director serving on such Nominating Committee shall act as chairperson of the nominating committee. The slate of candidates developed by the Nominating Committee shall be presented to the members at least five (5) days prior to the annual meeting. Any member may nominate one or more other candidates from the floor at the annual meeting.
Section 3. Other Committees.
The Board of Directors may by resolution constitute and appoint a Music Committee and such other committees to perform such other duties and functions as the Board may deem appropriate.
Section 4. Term of Office.
Each member of every committee shall continue in office at the pleasure of the Board of Directors.
Section 5. Chairperson.
One member of each committee shall be appointed chairperson, either directly by the Board of Directors or in such other manner as the Board of Directors may prescribe.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with these Bylaws, with rules adopted by the Board of Directors, or with any applicable law of the State of Florida.
ARTICLE V. CONTRACTS, CHECKS, DEPOSITS AND GIFTS
ARTICLE V. CONTRACTS, CHECKS, DEPOSITS AND GIFTS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent, or agents of the CCCC, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CCCC, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the CCCC, shall be signed by such officer or officers, agent, or agents of the CCCC, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits.
All funds of the CCCC (including, without limitation, contributions, bequests, gifts, offerings, ticket sales, donations, dues, advertising, and sponsorships) shall be deposited from time to time to the credit of the CCCC in such banks or other depositaries as the Board of Directors may select.
Section 4. Revenue.
Revenue may be derived from any source permitted under the Florida Not For Profit Act and which may be received by charitable and educational organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (including, without limitation, contributions, bequests, gifts, offerings, ticket sales, donations, dues, advertising, and sponsorships).
The Board of Directors may accept on behalf of the CCCC any contribution, gift, or bequest for the general purposes or for any special purpose of the CCCC.
ARTICLE VI. SUNDRY PROVISIONS
ARTICLE VI. SUNDRY PROVISIONS
Section 1. Fiscal Year.
The fiscal year of the CCCC shall be the twelve-month period ending August 31 of each year unless some other fiscal year be specified by resolution of the Board of Directors.
Section 2. Indemnification.
To the maximum extent permitted by the Florida Not For Profit Corporation Act and the Internal Revenue Code of 1986, as from time to time amended, the CCCC shall indemnify its currently acting and its former Directors, officers, Music Directors, agents, and employees.
Section 3. Amendments to Bylaws.
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted, by a majority of the entire Board of Directors at any regular meeting or at any special meeting called for that purpose.
I, _Jacki Scott____, President of the Citrus Community Concert Choir, Inc. (the “CCCC”), hereby certify that the foregoing constitutes all of the provisions of the Bylaws of the CCCC, as currently in effect.
IN WITNESS WHEREOF, I hereunto subscribe my name and affix the seal of the CCCC this _25_ day of June, 2022.
_____________________________(SEAL)
_SIGNATURE ON FILE , President
Jacki Scott