BYLAWS
OF
MAGNOLIA CHORALE
ARTICLE I
OFFICES
The principal office of Magnolia
Chorale, a
ARTICLE
II
MEMBERSHIP
2.1 Classes
of Members
The Corporation shall initially have
three classes of members: Singers, Non-Singers and Volunteers. Additional classes of members, the manner of
election or appointment of each class of members, and the qualifications and
rights of each class of members may be established by amendment to these
Bylaws.
2.2 Qualifications
2.2.1 Singers.
Singers shall be selected to membership by the Music Director following
a musical audition conducted by the Music Director. Singers shall be responsible for paying
annual dues, paying concert music fees, attending
choral practices and participating in concerts.
2.2.2 Non-singers. Persons desiring to support the mission and
purposes of the Corporation shall be eligible for election to membership by
formally submitting a membership application.
The President, or other designated officer of the Corporation, shall
determine election to membership for Non-singers. Non-singer members shall be responsible for
paying dues and supporting the mission of the Corporation through any
activities authorized by the Board of Directors or officers of the
Corporation.
2.2.3 Volunteers. Other persons desiring to support the mission
and purposes of the Corporation shall be eligible for membership as non-voting
members by volunteering to support the Corporation, or any directorDirector,
officer or member of the Corporation, in furtherance of the Corporation’s
mission and purposes, and by agreeing to have their names added to the
Corporation’s list of Volunteers.
Members shall satisfy such other
qualifications as the Board of Directors may from time to time adopt by Resolution
in accordance with these Bylaws, provided that no new qualification(s) shall
have the effect of disqualifying any incumbent member.
2.3 Voting
Rights
Voting members shall consist only of
Singers and Non-singers. Each member
entitled to vote with respect to the subject matter of an issue submitted to
the members shall be entitled to one vote upon each such issue. Each member entitled to vote at an election
of directorDirectors
may cast one vote for as many persons as there are directorDirectors
to be elected and for whose election such member has a right to vote.
2.4 Annual Membership
Meeting
The annual meeting of the members
shall be held on the day of the last Sunday in April in each year for the
purpose of electing directorDirectors
and transacting such other business as may properly come before the
meeting. If the day fixed for the annual
meeting is a legal holiday at the place of the meeting, the meeting shall be
held on the next succeeding business day.
If the annual meeting is not held on the date designated therefore, the
Board of Directors shall cause the meeting to be held as soon thereafter as may
be convenient.
2.5 Special Meeting
Special meetings of
the members for any purpose may be called by the President, the Board of
Directors or not less than one third of the members entitled to vote at such
meeting.
2.6 Place of
Meetings
All meetings of members shall be
held at the principal office of the Corporation or at such other place within
or without the State of
2.7 Notice of
Meetings.
Notice of meetings shall be given by
the President, the Secretary or the Board of Directors, either personally in
writing, or by written notice deposited in the
2.8 Waiver of
Notice.
Whenever any notice is required to
be given to any member under the provisions of these Bylaws, the Articles of
Incorporation or applicable Washington law, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice.
2.9 Minutes
Minutes of all member
meetings shall be recorded by the Secretary of the Corporation or by another
person designated by the Board of Directors.
2.10 Quorum
One-third of the members of the
Corporation entitled to vote, represented in person, shall constitute a quorum
at any meeting of the members. If less
than a quorum of members is represented at a meeting, a majority of the members
so represented may adjourn the meeting from time to time without further
notice.
2.11 Manner of Acting
The vote of a majority
of the votes entitled to be cast by the members represented in person at a
meeting at which a quorum is present shall be necessary for the adoption of any
matter voted upon by the members, unless a greater proportion is required by
applicable
2.12 Presumption of Assent
A member of the
Corporation present at a meeting of the members at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention is entered in the minutes of the
meeting, or unless such member files a written dissent or abstention to such
action with the person acting as secretary of the meeting before the
adjournment thereof, or forwards such dissent or abstention to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not
apply to a member who voted in favor of such action.
2.13 Proxies
The
members shall have no right to vote by proxy.
2.14 Action by
Members Without a Meeting
Any action which could be taken at a
meeting of the members may be taken without a meeting if a written consent
setting forth the action so taken is signed by all members entitled to vote
with respect to the subject matter thereof.
Such written consents may be signed in two or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same document.
Any such written consent shall be inserted in the minute book of the
Corporation as if it were the minutes of a meeting of the members.
2.15 Meetings by Telephone
Members of the
Corporation may participate in a meeting of members by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
2.16 Annual Report
All members shall receive an annual
report at the close of the fiscal year
which includes, but is not limited to, the following information: (a)
Concerts and other events (venue, program, attendance, donations, list of
sponsors); (b) Annual Financial Report (cost of music, soloists, accompanists,
etc); (c) Report from the President; and (d)
Report from the Music Director.
ARTICLE
BOARD
OF DIRECTORS
3.1 General
Powers
The affairs of the Corporation shall
be managed by a Board of Directors. The
Board of Directors shall carry out the purposes of the Corporation, implement
the decisions of the members, and be responsible for the general management of
the affairs of the Corporation in accordance with these Bylaws. Without limiting the foregoing, the Board of
Directors shall: (a) adopt an annual
budget prior to the beginning of each fiscal year; (b) supervise the activities
of all officers, agents, and committees of the Corporation in the performance
of their assigned duties and investigate any possible conflicts of interest; (c)
produce an annual report for the members; and (cd)
assure the sound management of the Corporation's finances.
3.2 Number
The Board of Directors shall consist
of not less than three (3) and not more than nine (9) directorDirectors,
the specific number to be set by resolution of the Board of Directors. The number of directorDirectors
may be changed from time to time by amendment to these Bylaws, provided that no
decrease in the number shall have the effect of shortening the term of any
incumbent directorDirector.
3.3 Qualifications
and Board Composition
Directors shall be members of the
Corporation and shall have such additional qualifications as the Board of
Directors may prescribe by resolution from time to time, provided that no new
qualification shall have the effect of disqualifying any incumbent directorDirector.
3.4 Election of Directors
3.4.1 Initial Directors. The initial directorDirectors
are those persons named in the Articles of Incorporation and shall serve until
the successor directorDirectors
are elected or appointed.
3.4.2 Successor
Directors. Successor directorDirectors
shall be elected each year at the annual meeting of the members. Those nominees receiving the largest number
of votes shall be elected successor directorDirectors,
though such number of votes may constitute less than a majority of the total
votes cast.
3.5 Term of
Office
Unless a directorDirector
dies, resigns or is removed, he or she shall hold office until the next annual
meeting of the members or until his or her successor is elected, whichever is
later.
3.6 Annual Board of Directors Meeting
The annual meeting of
the Board of Directors shall be held without notice on the second Sunday of
June in each year for the purpose of electing officers and transacting such
business as may properly come before the meeting.
3.7 Regular
Meetings
By resolution, the Board of
Directors may specify the date, time and place for the holding of regular
meetings without other notice than such resolution.
3.8 Special Meetings
Special
meetings of the Board of Directors or any committee designated and appointed by
the Board of Directors may be called by or at the request of the President or
any two directorDirectors,
or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call
special meetings may fix any place either within or without the State of
3.9 Notice of Special Meetings
Notice of special Board of Directors
or committee meetings shall be given to a directorDirector
in writing, in person or by e-mail or telephonic communication not less than
three (3) days before the meeting.
Notices in writing may be delivered or mailed to the directorDirector
at his or her address shown on the records of the Corporation. Neither the business to be transacted at, nor
the purpose of any special meeting need be specified in the notice of such
meeting. If delivered by e‑mail,
the notice shall be deemed effective when transmitted. If delivered by
3.10 Meetings
by Telephone
Members of the Board of Directors or
any committee designated by the Board of Directors may participate in a meeting
of such Board of Directors or committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
3.11 Place of Meetings
All meetings shall be
held at the principal office of the Corporation or at such other place within
or without the State of directorDirectors.
3.12 Waiver of Notice
Whenever any notice is
required to be given to any directorDirector
under the provisions of these Bylaws, the Articles of Incorporation or
applicable Washington law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need
be specified in the waiver of notice of such meeting. The attendance of a directorDirector
at a meeting shall constitute a waiver of notice of such meeting, except where
a directorDirector
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
3.13 Quorum
A
majority of the directorDirectors
in office shall constitute a quorum for the transaction of business at any
Board of Directors meeting. If a quorum
is not present at a meeting, a majority of the directorDirectors
present may adjourn the meeting from time to time without further notice.
3.14 Manner of Acting
The act
of a majority of the directorDirectors
present at a meeting at which there is a quorum shall be the act of the Board
of Directors, unless the vote of a greater number is required by these Bylaws,
the Articles of Incorporation or applicable Washington law.
3.15 Presumption
of Assent
A directorDirector
of the Corporation present at a Board of Directors meeting at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention is entered in the minutes of the
meeting, or unless such directorDirector
files a written dissent or abstention to such action with the person acting as
secretary of the meeting before the adjournment thereof, or forwards such
dissent or abstention to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right
to dissent or abstain shall not apply to a directorDirector
who voted in favor of such action.
3.16 Action
Without a Meeting
Any action which could be taken at a
meeting of the Board of Directors may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the directorDirectors. Such written consents may be signed in two or
more counterparts, each of which shall be deemed an original and all of which,
taken together, shall constitute one and the same document. Any such written consent shall be inserted in
the minute book of the Corporation as if it were the minutes of a meeting of
the Board of Directors.
3.17 Vacancies
A vacancy in the position of any directorDirector
may be filled by the affirmative vote of the remaining directorDirectors
(though less than a quorum of the Board of Directors) or the remaining directorDirectors
may instead decide, by a majority vote, to leave the position vacant until the
next annual meeting of the members. A directorDirector
who fills a vacancy shall serve for the unexpired term of his or her
predecessor.
3.18 Resignation
Any directorDirector
may resign at any time by delivering written notice to the President or the
Secretary at the registered office of the Corporation, or by giving oral or
written notice at any meeting of the directorDirectors. Any such resignation shall take effect at the
time specified therein, or if the time is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
3.19 Removal
One or more directorDirectors
(including the entire Board of Directors) may be removed from office, with or
without cause, by: (a) an affirmative
vote of a majority of the directorDirectors
at a special meeting of the Board of Directors called expressly for that
purpose at which a quorum is present; or (b) an affirmative vote of a majority
of the members then entitled to vote on the election of directorDirectors
represented in person or by proxy at a meeting of members at
which a quorum is present.
3.20 Board
Committees
3.20.1 Standing or
Temporary Committees. The Board, by
resolution adopted by a majority of the directorDirectors
in office, may designate and appoint one or more standing or temporary
committees, each of which shall consist of two or more directorDirectors
who shall serve as members of such committees.
Such committees shall have and exercise the authority of the directorDirectors
in the management of the Corporation, subject to such limitations as may be
prescribed by the Board of Directors, except that no committee shall have the
authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or
remove any member of any such committee or any directorDirector
or officer of the Corporation; (c) amend the Articles of Incorporation; (d)
adopt a plan of merger or consolidation with another corporation; (e) authorize
the sale, lease or exchange of all or substantially all of the property and assets
of the Corporation not in the ordinary course of business; (f) authorize the
voluntary dissolution of the Corporation or revoke proceedings therefor; (g)
adopt a plan for the distribution of the assets of the Corporation; or (h)
amend, alter or repeal any resolution of the Board of Directors which by its
terms provides that it shall not be amended, altered or repealed by a
committee. The designation and
appointment of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors or any individual directorDirector
of any responsibility imposed upon it, him or her by law.
3.20.2 Quorum; Manner of
Acting. A majority of the number of directorDirectors
composing any committee shall constitute a quorum, and the act of a majority of
the members of a committee present at a meeting at which a quorum is present
shall be the act of the committee.
3.20.3 Resignation. Any member of any committee may resign at any
time by delivering written notice thereof to the President, the Secretary or
the chairperson of such committee, or by giving oral or written notice at any
meeting of such committee. Any such
resignation shall take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
3.20.4 Removal of
Committee Member. The Board of
Directors, by resolution adopted by a majority of the directorDirectors
in office, may remove from office any member of any committee elected or
appointed by it.
ARTICLE
IV
OFFICERS
4.1 Number
and Qualifications
The officers of the Corporation
shall be a President, one or more Vice Presidents, a Secretary, a Treasurer,
and a Music Director, each of whom shall be elected by the Board of
Directors. Other officers and assistant
officers may be elected or appointed by the Board of Directors, such officers
and assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board of Directors.
Any officer may be assigned by the Board of Directors any additional title
that the Board of Directors deems appropriate.
Any two or more offices may be held by the same person, except the
offices of President and Secretary.
4.2 Election
and Term of Office
The officers of the Corporation
shall be elected each year by the Board of Directors at the annual meeting of
the Board of Directors. Unless an
officer dies, resigns, or is removed from office, he or she shall hold office
until the next annual meeting of the Board of Directors or until his or her
successor is elected.
4.3 Resignation
Any officer may resign
at any time by delivering written notice to the President, a Vice President,
the Secretary or the Board of Directors, or by giving oral or written notice at
any meeting of the Board of Directors.
Any such resignation shall take effect at the time specified therein, or
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
4.4 Removal
Any
officer may be removed from office by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
4.5 Vacancies
A vacancy in any
office created by the death, resignation, removal, disqualification, creation
of a new office or any other cause may be filled by the Board of Directors for
the unexpired portion of the term or for a new term established by the Board of
Directors.
4.6 President
The
President shall be the chief executive officer of the Corporation, and, subject
to the Board of Directors’ control, shall supervise and control all of the
assets, business and affairs of the Corporation. The President shall preside over meetings of
the Board of Directors. The President
may sign deeds, mortgages, bonds, contracts, or other instruments, except when
the signing and execution thereof have been expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or are required by law to be otherwise signed or executed by some other officer
or in some other manner. In general, the
President shall perform all duties incident to the office of President and such
other duties as are assigned to him or her by the Board of Directors from time
to time.
4.7 Vice President(s)
In the
event of the death of the President or his or her inability to act, the Vice
President (or if there is more than one Vice President, the Vice President who
was designated by the Board of Directors as the successor to the President, or
if no Vice President is so designated, the Vice President whose name first
appears in the Board of Directors resolution electing officers) shall perform
the duties of the President, except as may be limited by resolution of the
Board of Directors, with all the powers of and subject to all the restrictions
upon the President. The Vice
President(s) shall
have, to the extent authorized by the President or the Board of Directors, the
same powers as the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice President(s)
shall perform such other duties as from time to time may be assigned to
them by the President or the Board of Directors.
4.8 Secretary
The Secretary shall: (a) keep the
minutes of the meetings of the members and the Board of Directors, and minutes
which may be maintained by committees of the Board of Directors; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records of the
Corporation; (d) keep records of the post office address and class, if
applicable, of each member and directorDirector
and of the name and post office address of each officer; (e) sign with the
President, or other officer authorized by the President or the Board of
Directors, deeds, mortgages, bonds, contracts, or other instruments; and (f) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or
the Board of Directors.
4.9 Treasurer
If requested by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his or
her duties in such amount and with such surety or sureties as the Board of
Directors may determine. The Treasurer
shall have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in banks, trust companies or other
depositories selected in accordance with the provisions of these Bylaws; and in
general perform all of the duties incident to the office of the Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or the Board of Directors.
4.10 Music
Director
The Music Director shall be
responsible for selecting all members of the Chorale who are Singers and for
the manner of such election, including conducting musical auditions to
determine the skill levels of the proposed members. The Music Director in his or her discretion
may remove a Singer from membership for lack of skill or willingness to attend
musical rehearsals. Music for each
musical performance shall be selected by the Music Director and submitted to
the Board of Directors for final approval prior to the commencement of musical
rehearsals for each such performance.
The Music Director shall select the accompanist(s) and
soloist(s), if any, for each musical
performance; provided,provided
that no payments shall be made to any accompanist(s) or
soloist(s) without the prior approval of the
Board of Directors. The Music Director shall
be responsible for conducting all musical rehearsals and concerts. The Music Director shall submit
a budget for the following twelve (12) month period for the cost of music,
accompanist(s) and
soloist(s) by the
August Board of Directors’ meeting each year for review and approval by the
Board of Directors.
ARTICLE V
CONFLICTS DISCLOSURE
5.1 Conflicts
No transaction between the
Corporation and any other corporation and no act of the Corporation shall in
any way be affected or invalidated merely by the fact that any directorDirector
or officer of the Corporation is interested in, or is a directorDirector
or officer of such other corporation.
5.2 Disclosure
The Corporation may pay compensation
in a reasonable amount to its officers and directorDirectors
for services rendered; provided, however, any transaction with an officer or directorDirector
or with a corporation, firm entity or association wherein they may be or become
interested must be approved by a majority of the disinterested members of the Board
of Directors. With regard to any
transaction with a directorDirector
or officer or with a corporation, firm, entity or association wherein they may
be or become interested, the nature of the interest of the officer or directorDirector
must be disclosed or known to the Board of Directors at or prior to the meeting
at which such transaction is authorized or confirmed.
ARTICLE VI
INDEMNIFICATION
6.1 Right to Indemnification
Each individual (hereinafter an
"indemnitee") who was or is made a party or is threatened to be made
a party to or is otherwise involved (including, without limitation, as a
witness) in any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal (hereinafter
a "proceeding"), by reason of the fact that he or she is or was a directorDirector
or officer of the Corporation or that, while serving as a directorDirector
or officer of the Corporation, he or she is or was also serving at the request
of the Corporation as a directorDirector,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation or of a foreign or domestic partnership, joint venture, trust,
employee benefit plan or other enterprise, whether the basis of the proceeding
is alleged action in an official capacity as such a directorDirector,
officer, employee, partner, trustee, or agent or in any other capacity while
serving as such directorDirector,
officer, employee, partner, trustee, or agent, shall be indemnified and held
harmless by the Corporation to the full extent permitted by applicable law as
then in effect, against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts to be paid in settlement) incurred or suffered by such indemnitee
in connection therewith, and such indemnification shall continue as to an
indemnitee who has ceased to be a directorDirector,
officer, employee, partner, trustee, or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators; provided, however, that
no indemnification shall be provided to any such indemnitee if the Corporation
is prohibited by the Washington Nonprofit Corporation Act or other applicable
law as then in effect from paying such indemnification; and provided, further,
that except as provided in Section 6.2 of this article with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized or ratified by the Board of Directors. The right to indemnification conferred in this
Section 6.1 shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition (hereinafter an "advancement of
expenses"). Any advancement of
expenses shall be made only upon delivery to the Corporation of a written
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to appeal
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 6.1 and upon delivery to the Corporation of a written affirmation
(hereinafter an "affirmation") by the indemnitee of his or her good
faith belief that such indemnitee has met the standard of conduct necessary for
indemnification by the Corporation pursuant to this article.
6.2 Right of Indemnitee to Bring Suit
If a written claim for
indemnification under Section 6.1 of this article is not paid in full by the
Corporation within sixty (60) days after the Corporation's receipt thereof,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful, in whole or in
part, in any such suit or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expenses of prosecuting or defending such
suit. The indemnitee shall be presumed
to be entitled to indemnification under this article upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking and affirmation have been tendered
to the Corporation) and thereafter the Corporation shall have the burden of
proof to overcome the presumption that the indemnitee is so entitled. Neither the failure of the Corporation
(including the Board of Directors or independent legal counsel) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances nor an actual determination by
the Corporation (including the Board of Directors or independent legal counsel)
that the indemnitee is not entitled to indemnification shall be a defense to
the suit or create a presumption that the indemnitee is not so entitled.
6.3 Nonexclusivity
of Rights
The right to indemnification and the
advancement of expenses conferred in this article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation or Bylaws of the Corporation,
general or specific action of the Board of Directors, contract or otherwise.
6.4 Insurance,
Contracts and Funding
The Corporation may maintain
insurance, at its expense, to protect itself and any individual who is or was a
directorDirector,
officer, employee or agent of the Corporation or who, while a directorDirector,
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation as a agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expense, liability or loss asserted against or incurred by the
individual in that capacity or arising from the individual's status as a directorDirector,
officer, employee or agent, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Washington Nonprofit Corporation Act.
The Corporation may enter into contracts with any directorDirector,
officer, employee or agent of the Corporation in furtherance of the provisions
of this article and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this article.
6.5 Indemnification
of Employees and Agents of the Corporation
The Corporation may, by action of
the Board of Directors, grant rights to indemnification and advancement of
expenses to employees and agents of the Corporation with the same scope and
effect as the provisions of this article with respect to the indemnification
and advancement of expenses of directorDirectors
and officers of the Corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Nonprofit Corporation Act or otherwise.
6.6 Persons
Serving Other Entities
Any individual who is or was a directorDirector,
officer or employee of the Corporation who, while a directorDirector,
officer or employee of the Corporation, is or was serving (a) as a directorDirector
or officer of another foreign or domestic corporation of which a majority of
the shares entitled to vote in the election of its directorDirectors
is held by the Corporation, (b) as a trustee of an employee benefit plan and
the duties of the directorDirector
or officer to the Corporation also impose duties on, or otherwise involve
services by, the directorDirector
or officer to the plan or to participants in or beneficiaries of the plan, or
(c) in an executive or management capacity in a foreign or domestic
partnership, joint venture, trust or other enterprise of which the Corporation
is an equity interest holder or in which a wholly owned subsidiary of the
Corporation is a general partner or has a majority ownership or interest shall
be deemed to be so serving at the request of the Corporation and entitled to
indemnification and advancement of expenses under this article.
ARTICLE
ADMINISTRATIVE
PROVISIONS
7.1 Books and
Records
The Corporation shall keep at its
principal or registered office copies of its current Articles of Incorporation
and Bylaws; correct and adequate records of accounts and finances; minutes of
the proceedings of its members and Board of Directors, and any minutes which
may be maintained by committees of the Board of Directors; records of the name
and address and class, if applicable, of each member and directorDirector,
and of the name and post office address of each officer; and such other records
as may be necessary or advisable.
7.2 Fiscal Year
The fiscal year of the Corporation
shall commence on July 1 and end on June 30 of each year.
7.3 Rules of
Procedure
The rules of procedure at meetings
of the members, the Board of Directors and committees of the Board of Directors
shall be rules contained in Roberts' Rules of Order in Parliamentary Procedure,
newly revised, so far as applicable and when not inconsistent with these
Bylaws, the Articles of Incorporation or any resolution of the Board.
ARTICLE VIII
AMENDMENTS
These Bylaws may be
altered, amended or repealed and new Bylaws may be adopted by the vote of a
majority of the number of directorDirectors
fixed by or in the manner provided by these Bylaws.
CERTIFICATE OF ADOPTION
The foregoing Bylaws were read,
approved, and duly adopted by the Board of Directors of Magnolia Chorale on the
____ day of ____________, 2002., and the President and Secretary of the
Corporation were empowered to authenticate such Bylaws by their signatures
below.
, President
, Secretary