BYLAWS OF MARSHFIELD FRIENDS OF MUSIC II, INC.
Section 1. NAME – The name of the corporation shall be Marshfield Friends of Music II, Inc.
Section 2. LOCATION – The principal office of the corporation shall be initially located at the place set forth in the Articles of Organization of the corporation and include a post office box – Box # 543 at the Marshfield central post office (02050). The directors may establish other offices and places of business in Massachusetts or elsewhere.
Section 3. FISCAL YEAR – Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the 30th day of June of each year.
Section 1. MEMBERS – The members of the corporation shall be:
a. the officers and directors of the corporation then in office and
b. those persons, hereafter known as the general membership, who may voluntarily associate themselves with the corporation by payment of a membership fee or by volunteering personal time or services equivalent to andin lieu of payment of a membership fee. Any member may resign as such at any time by written notice to the Clerk/Secretary of the corporation.
Section 2. MEETINGS OF MEMBERS – The annual meeting of the members of the corporation shall be held in the spring of each year at such time and place as the directors may determine. Special meetings of the members may be called at any time by the President or the board of directors and shall be called by the Clerk/Secretary upon the written request of three or more members. Notice of the annual meeting and any special meeting will be advertised to all members not less than two (2) consecutive weeks prior to the date thereof, such notice, in the case of any special meeting, to contain a description of the nature of the business to be transacted.
Section 3. ACTION AT MEETINGS – At all meetings of the members, the vote of each member must be cast in person. Five (5) members present at any meeting shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting of the members at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these Bylaws.
Section 1. POWERS – The business and property of the corporation shall be managed by a board of directors who may exercise all the powers of the corporation which are not expressly reserved to the members by law, the Articles of Organization or these Bylaws.
Section 2. ELECTIONS – A board of directors of such number, not less than four (4) nor more than sixteen (16) as shall be fixed by the members, shall be elected annually at the annual meeting or at a special meeting in lieu of the annual meeting. All directors shall hold office until the next annual meeting of the members or special meeting in lieu of an annual meeting and thereafter until their respective successors are chosen and qualified, except as where herein may be otherwise indicated by these Bylaws. Any vacancy in the board may be filled by the directors.
Section 3. RESIGNATION AND REMOVAL – Any director may resign by delivering a written resignation to the corporation at its principal office or to the President or Clerk/Secretary and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any director may be removed from office by a two-thirds (2/3) vote of the members of the board of directors, present at any special meeting of the board called for this purpose. A quorum for such purpose shall be a full board less one member.
Section 4. MEETINGS – Regular meetings of the directors may be held without call or notice at such places and times as the directors may from time to time determine, provided that any director who is absent when such a determination is made shall be given notice thereof. A meeting of the directors shall be held at the same place as the annual meeting of the members or the special meeting held in lieu thereof, following such meeting of the members. Special meetings of the directors may be held at any time and place designated in a call by the President and the Treasurer or two more directors.
Section 5. NOTICE OF MEETINGS – Notice of all meetings of the directors shall be given to each director by the Clerk/Secretary or, by the officer or one of the directors calling the meeting. Such notice shall be given to each director in person, by telephone, or email sent to the place of business or home address of the director at least twenty-four hours in advance of the meeting, or by mail addressed to the place of business or home address and postmarked at least forty-eight hours in advance of the meeting. Except as required by law and these Bylaws as a condition of the removal of a director, notice of a meeting need not be given to any director if a written waiver of notice, executed by him/her before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him/her. A notice or notice of waiver need not specify the purpose of any meeting unless such purpose is the removal of a director or an officer.
Section 6. QUORUM – At any meeting of the directors, a simple majority of the directors shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.
Section 7. ACTION AT MEETINGS – At any meeting of the directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these Bylaws.
Section 8. ACTION BY CONSENT – Any action by the directors may be taken without a meeting if the action is ratified at the subsequent meeting of the board of directors and is reflected in the minutes of said meeting. Such consent shall be treated for all purposes as a vote at a meeting.
Section 9. COMMITTEES – The directors may create committees, standing and otherwise. Committees shall be made up of at least one director and consist of other members for such terms and on such conditions as the directors may determine.
Section 1. OFFICERS – The officers of the corporation shall consist of a President, Vice President, Treasurer, Clerk/Secretary, and other such officers as the members may determine.
Section 2. ELECTION – The above listed officers (IV.1) shall be elected annually by the members at their annual meeting. Any officers determined necessary or desirable by the directors may be elected by the directors. The Clerk/Secretary shall be a resident of the Commonwealth of Massachusetts. Except as otherwise provided by law, the Articles of Organization or these Bylaws, all officers shall hold office until the first regular meeting of the directors following the annual meeting of the members and thereafter until their respective successors are chosen and qualified.
Section 3. RESIGNATION AND REMOVAL – Any officer may resign by delivering a written resignation to the corporation at its principal office or to the President or Clerk/Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. The directors may remove any officer with or without cause by a vote of the majority of the directors then in office, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors, and said notice shall contain a statement of the causes assigned for such proposed removal.
Section 4. PRESIDENT – The President shall, subject to the direction and control of the board of directors, preside when present at all meetings of the members and directors. The President shall have such other powers and duties as are usually incident to the office of President and as may be vested in this office by these bylaws or by the directors. Following the election of officers at the Annual Meeting, the President shall become the Past President of the Corporation, serving in an advisory role, until June 30 of that calendar year. The primary responsibility of the Past President during that time shall be to assist in the planning and coordination of, and to preside at the annual Marshfield Friends of Music events, as well as to represent the corporation at the Marshfield High School Senior Awards Night.
Section 5. VICE PRESIDENT – The Vice President shall, subject to the direction and control of the board of directors, preside when present at all meetings of the members and directors at which the President shall not be present or on those occasions on which the President cannot preside. On those occasions, he/she shall be able to exercise all powers and duties that are proper to the office of the President and any other powers and duties as may be vested in him/her by the Bylaws and the board of directors.
Section 6. TREASURER – The Treasurer shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of accounts. The Treasurer shall have custody of all funds, securities and valuable documents of the corporation, except as the directors may otherwise provide and shall render a statement of the financial affairs of the corporation at the regular Board of Directors meeting. The Treasurer shall have such other powers and duties as are usually incident to this office. Following the election of officers at the Annual Meeting the Treasurer shall become the Past Treasurer, serving in an advisory role to the board until July 31 of that Calendar year.
Section 7. CLERK/SECRETARY – The Clerk/Secretary shall give such notices of meeting of members and directors as are required by these Bylaws and shall keep a record of all meetings of members and directors. He/she shall have such other powers and duties as are usually incident to this office and may be vested in him/her by these Bylaws or by the directors. In the absence of the Clerk/Secretary from any meeting of members or directors, a temporary Clerk/Secretary designated by the person presiding at the meeting shall perform the duties of the Clerk/Secretary.
Section 1. EXECUTION OF INSTRUMENTS – All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or Treasurer except as the directors may generally or in particular cases otherwise determine.
Section 2. CORPORATE RECORDS – the original or attested copies of the Articles of Organization, Bylaws and records of all meetings of incorporators and members shall be kept in Massachusetts at the principal office of the corporation or of the Clerk/Secretary, but such corporate records need not be all be kept in the same office. They shall be available at all reasonable times for inspection by any member for any purpose in the proper interest of the member relative to the affairs of the corporation.
Section 3. DEFINITIONS – All references in these Bylaws to the Articles of Organization and to the Bylaws shall be deemed to refer respectively to the Articles of Organization and the Bylaws of the corporation as amended and in effect from time to time.
Amendment of the Bylaws
Section 1. AMENDMENT – These Bylaws may at any time be amended or repealed, in whole or in part, by a vote of a majority of the directors, provided that the substance of any proposed change may be stated in the notice of the meeting at which such action is to be taken.