BYLAWS
THE SAN DIEGO FLUTE GUILD, INC.
The Organization has been incorporated (501(c)3 non-profit) under the laws of the State of California as the San Diego Flute Guild.
The San Diego Flute Guild, Inc. will be further referred to in these bylaws as the “Organization.”
ARTICLE I
OBJECTIVES AND PURPOSES
Section 1 - Mission Statement
As a volunteer organization, we are dedicated to supporting and encouraging the growth and development of flutists of all ages and levels of ability; to provide opportunities for education, performance, social interaction, and the advancement of pedagogy to our membership and to the San Diego flute and music community at large.
Section 2 - Objectives and Purposes
The objectives and purposes of the Organization are:
ARTICLE II
BOARD OF DIRECTORS
Section 1 – Number, Qualification, and Election
All Board Members are Directors. The Directors of the Organization shall consist of a the following titled positions: President, Immediate Past President, Vice-President, Treasurer, and Secretary, as well as Directors at Large. The number of Directors may be not less than six (6) and not more than fifteen (15).
Directors of the Organization may be elected by the Organization’s membership via an online election process or at an annual meeting of the Organization’s General Membership. The current Board of Directors, may, at any time, add additional Directors by a majority of the vote.
All Directors shall serve on the Board of Directors on an unpaid volunteer basis.
Section 2 – Election of Directors
The Board of Directors in office at the adoption of these bylaws shall continue in office until the annual meeting of the Organization, which shall be held in June of each year. One month prior to the annual meeting of the Organization’s membership, the Board of Directors shall call for nominations from the membership and develop an election slate based on these nominations.
Section 3 – Vacancies
Should any vacancy occur on the Board of Directors of the Organization by reason of death, resignation, or otherwise, it may be filled a majority vote of the Directors then in office at any meeting or via online process. Any person(s) so elected shall remain a Director for the remainder of the term or until a successor is elected.
Section 4 – Meetings
Regular meetings of the Board of Directors shall be determined at the annual general meeting in June. Ad hoc meetings may be held per the call of the President. Meeting attendance may be in-person, through conference call and/or active online participation.
Section 5 – Notice of Meetings
Written notice of the time and place of every meeting of the Board of Directors shall be duly sent by the President (or designee) via email to each of the Directors no less than fourteen (14) days before the scheduled meeting, and shall include a call for agenda items. Meeting agendas shall be sent out no less than seven (7) days before the scheduled meeting.
Ad hoc meetings to address a specific projects/issues may be scheduled per the directive of the President. Ad hoc meetings require the presence of a quorum as defined in Section 6. Ad hoc meetings may be convened via physical meeting, conference call, or online/email process.
Committee meetings may be scheduled by the committee members and do not require a quorum. Committee meetings may be convened via physical meeting, conference call, or online/email process.
Board meetings may be held at any time without notice if ALL Directors are present.
Section 6 – Quorum of Directors
Five of the Directors (which must include the President or the Vice-Presidents) shall constitute a quorum for the transaction of business. A quorum may be convened at a live meeting of the Board of Directors, via email or conference call.
Section 7 – Powers of the Directors
The Directors shall have the power and authority to carry on the affairs of the Organization in accordance with the objectives and purposes stated above, in compliance with the State of California 501(c)3 non-profit laws and guidelines, and generally as follows:
President
(Term: 2 Years)*
Voting Rights: Full
The President shall be the principal executive director of the Organization.
The President shall, when present, preside at all meetings of the Organization, and perform all duties incident to the office of President.
The President shall be responsible for overseeing all of the events related to the Organization including the delegation responsibilities to Directors.
The President shall conduct the general correspondence of the Organization, keeping a record and copy of communications.
The President shall also designate and oversee the activities of ad hoc committees formed for specific projects/events. All ad hoc committee chairpersons shall report to the President and the Board of Directors per guidelines set forth by the President and the Board of Directors.
The President shall have the following fiduciary responsibilities:
- Annual verification of the Organization’s federal and state tax filing and status, which shall be in accordance and compliance with federal, state, and local tax code.
- Full access to funds and assets belonging to the Organization with the ability to receive, deposit, or disburse (check signing ability) the same under the direction of and approval by the Board of Directors.
*The President may serve no more than two consecutive terms, nor may the President serve concurrently as the Treasurer, as mandated by California State law.
Immediate Past President
(Term: 2 Years)
Voting Rights: Full
The Immediate Past President shall be an advisor to the President, in addition to performing such other duties and having such other powers as the Board of Directors shall prescribe.
Vice-President
(Term: 2 Years)
Voting Rights: Full
The Vice-President, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office in addition to performing such other duties and having such other powers as the Board of Directors shall prescribe.
The Vice-President shall be the chair of the Outreach Committee and work toward the development of an active community outreach program, unless otherwise delegated.
The Vice President shall be well versed in the structure and operations of the organization.
Secretary
(Term: 2 Years)
Voting Rights: Full
The Secretary shall keep an accurate record of the official proceedings of each meeting and be prepared to read, on call, the record of business transacted at any former meeting. Meeting minutes shall be posted on the discussion group page within 14 days following each board meeting.
The Secretary shall keep records of all membership transactions, including applications and fees (checks, cash and PayPal payments).
The Secretary shall be responsible for working with the President and the Organization’s website manager to manage dated materials including but not limited to: membership applications, renewal postcards, brochures, and the website membership page.
The Secretary shall be responsible for the receipt and presentation of scholarship applications.
Treasurer
(Term: 2 Years)*
Voting Rights: Full
The Treasurer shall maintain custody of all funds and assets belonging to the Organization with the ability to receive, deposit, or disburse (check signing ability) the same under the direction of and approval by the Board of Directors.
The Treasurer shall keep full and accurate records of the finances of the Organization.
The Treasurer shall make any and all accounting available for inspection by any Director or official third party for auditing and/or forensic accounting.
To assure full transparency, the Treasurer shall present a complete ledger of all expenditures and revenue at every board meeting (a current bank statement may serve as a complete itemized ledger). When the Treasurer is not available for a board meeting, the Treasurer may prepare this ledger to be presented by the President (or designee) to all present at that meeting.
The Treasurer shall prepare a Treasury Report two times per service year. This report shall include: the Organization’s current tax filing and status; an itemization of budgets, revenues, and expenditures specific to events; membership fees; scholarships payments; donation receipts; and any other financial transaction.
The Treasurer shall collect all fees, annual dues and contributions and deposit said fees within two weeks of receipt.
The Treasurer, with the assistance and concurrence of the Board of Directors, shall also prepare and file all tax returns and reports in accordance and compliance with federal, state, and local tax code.
*The Treasurer may serve no more than two consecutive terms, nor may the Treasurer serve concurrently as the President, as mandated by California State law.
Directors at Large
Voting Rights: Full
(Term: 1 or 2 Years)
All members of the board are Directors. Titled Directors (‘Officers’) have specific roles and responsibilities defined in ‘Section 7 – Powers of the Directors.’ Directors at Large and their terms of service are defined by the needs of the Organization. The Board of Directors may, at any time, add additional Directors by a majority of the vote.
Section 8 – Bylaws
The Board of Directors shall have the power to alter or amend the bylaws by a majority vote conditional to maintaining compliance with laws governing the incorporated (501(C)3 non-profit).
This power shall also include the authority to increase or decrease the number of Directors of the Organization.
The bylaws shall be made public on the website.
Section 9 – Special Committees / Ad Hoc Committees
The President of the Organization may designate special committees or ad hoc committees as necessary. Such committees may not have or exercise the authority of the Board of Directors in the management of the Organization unless specified by a majority of the vote by the Board of Directors.
Section 10 – Removal of Directors
Any Director may be removed from the Board of Directors by a majority vote, following a due process hearing at which the Director may defend or rebut any accusations or alleged grounds for removal.
ARTICLE III - FINANCES
Section 1 – Operating Fund
All fees, dues, contributions and other monies paid to the Organization shall be placed in a general operating fund, except monies subscribed or contributed for a specific purpose which shall be placed in a separate fund for such purpose.
Section 2 – Disbursements
No obligation or expense shall be incurred and no monies shall be appropriated or paid unless authorized by the Board of Directors.
No additional funds shall be unilaterally offered or dispersed for a particular event or person when prior authorization by the Board of Directors has been made for appropriation.
Section 3 – Payment for Services
Directors serve on the board of the Organization on an unpaid volunteer basis.
Directors and/or Members of the Organization (as defined in Article VI) may be paid a reasonable fee for professional services (excluding service on the Board of Directors) provided to the organization. Professional services are defined as those for which the Member or Director typically gets paid as part of their profession, including but not limited to legal and financial counseling; musical performance, adjudication or instruction; and graphic or web design.
Section 4 – Fiscal Year
The fiscal year of the Association shall begin on January 1 of each year and end on the last day of December of the same year.
ARTICLE IV - PUBLICATIONS
Section 1 – Newsletter and eBlasts
The Organization shall publish Newsletters and eBlasts (news in an electronic format) at periodic dates established by the Board of Directors. These publications shall contain information on the Organization, its activities and programs. Each member of the Organization shall be entitled to receive a copy of the newsletter via email.
Section 2 – Social Media and Website Publications
The Organization may publish information on its activities and programs via social media and website. Members of the Organization are entitled to advertise events and activities on the website or social media page, and may do so by sending a request (with complete text, typeset, photographs, links) to the Organization’s email address.
Section 3 – Other Publications
The Board of Directors may authorize the issuance of additional publications deemed necessary to further the objectives and purposes of the Organization.
ARTICLE V - LIMITATIONS
Per Federal and California state laws:
The Organization must not participate in third party fundraising activities (including, but not limited to GoFundMe; Kickstarter; GiveForward), and must not publish third party fundraising activities on its website or via social media.
The Organization must not support, contribute to, or participate in any local, regional, or national political campaign.
The Organization must not lobby to influence legislation or public opinion locally, regionally, or nationally.
ARTICLE VI – MEMBERSHIP
Membership shall be considered active in good standing when dues are paid in full for the present fiscal year. Membership is valid from September thru August and includes free admission to all meetings and certain events, discounts for special events and email communications. While persons may join or renew their membership at any time, there is no mid-year fee reduction.
Membership shall be defined in the following four categories:
Benefits of membership per defined category shall be made available on the membership page of the website.
All Directors must be Members in good standing to serve on the board.
ARTICLE VII– DISSOLUTION
Should the Organization choose to disband, all assets (physical and monetary) shall be donated to another nonprofit corporation. In the case of dissolution, none of the Organization’s assets may be redistributed to any Member or Director of the Organization.
These Bylaws read, approved and adopted by the Board of Directors of San Diego Flute Guild (Organization) this 2nd day of October, 2021.