Palouse Choral Society, Inc.

ByLaws

(Rev. May 2021)

ARTICLE I OFFICES

Section 1. Principal Office. The principal office of the Palouse Choral Society, Inc., an Idaho nonprofit corporation (“Corporation”), shall be located at 5 Kenworthy Plaza, Suite 109, Moscow, ID. The Corporation may have such other offices as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 2. Registered Office. The registered office of the Corporation required by the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code (“Act”), to be maintained in the State of Idaho shall be located at 5 Kenworthy Plaza, Suite 109, Moscow, ID and may be changed from time to time by the Board of Directors.

ARTICLE II MEMBERS

Section 1. Admission to Membership. A person shall be considered a member of this Corporation when he/she has been admitted to sing in the Chorale following an audition as specified in the “Statement of Policies”. Conditions of membership and procedures for the suspension or termination of a membership by the Corporation may be established from time to time by the Board of Directors and recorded in the minutes of the proceedings of the Board of Directors. Children enrolled in the PCS Children’s Choir shall not be considered active voting members of this Corporation.

Section 2. Annual Meeting. The annual meeting of the members shall be held on such date and at such time as the Board of Directors shall fix each year prior to June 30 of the current fiscal year for the purpose of transacting such business as may come before the meeting.

Section 3. Special Meetings. The President or the Board of Directors may call special meetings of the members for any purpose or purposes. The President shall call a special meeting of the members upon the written request of members having at least one­third (1/3) of the votes entitled to vote at such a meeting.

Section 4. Place of Meeting. Meetings of the members shall be held at a place designated by the Board of Directors; provided, however, that the President or the Board of Directors may designate any other place as the location for any annual or special meeting.

Section 5. Notice of Meetings. It shall not be necessary for notice of annual meetings to be given to each member entitled to vote at such meetings. The Secretary, the President or members of the Board of Directors shall endeavor to give notice to as many members as reasonably practicable by any one or a combination of the following: (1) Email messages to members of the Corporation; (2) United States first class mail; (3) word­of­mouth. If any notice is mailed to members, either electronically or by first class mail, such notice shall be deemed to be delivered when dispatched to the last known email or U.S. postal address of the member or as it appears in the records of the Corporation.

Section 6. Waiver of Notice. Whenever any notice is required to be given to any member under the provisions of the Act or under the provisions of the Articles of Incorporation of the Corporation (“Articles”) or these Bylaws, 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.

Section 7. Officers of the Members’ Meetings. The presiding Officer at members’ meetings shall be the President of the Corporation or, in the absence of the President, the Vice President or, in the absence of both the President and Vice President, a chairperson elected by the members present at the meeting. The Secretary of the Corporation or, in the absence of the Secretary, any person appointed by the presiding Officer of the meeting, shall act as secretary of a members’ meeting.

Section 8. Quorum and Voting Requirements. Those members, who attend the business meeting, represented in person or by proxy, shall constitute a quorum at a meeting of members. The members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

The affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles or these Bylaws.

Section 9. Proxies. A member may vote either in person or by proxy executed in writing by the member. No proxy shall be valid after three weeks from the date of its execution. Every proxy shall be revocable at the pleasure of the member who executed it.

Section 10. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by 80% the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of members and may be stated as such in any articles or documents filed with the Idaho Secretary of State under the Act.

ARTICLE III BOARD OF DIRECTORS

Section 1. General Powers and Standard of Care. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Act or the Articles. If any such provision is made in the Articles, the powers and duties conferred or imposed upon the Board of Directors by the Act shall be exercised or performed to such extent by such person or persons as shall be provided in the Articles.

A Director shall perform such Director’s duties as a Director, including such Director’s duties as a member of any committee of the Board upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Director’s duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

1. one (1) or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable andcompetent in the matters presented;
2. legal counsel, public accountants or other persons on matters that the Director reasonably believes to be within suchperson’s professional or expert competence; or
3. a committee of the Board upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence;

but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who performs such duties shall have no liability by reason of being or having been a Director of the Corporation.

Section 2. Presumption of Assent. A Director of the Corporation who is present at a meeting of its Board of Directors at which any action on any corporate matter is taken shall be presumed to have assented to the action unless such Director’s dissent shall be entered in the minutes of the meeting or unless such Director shall file such Director’s written dissent to such action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Corporation within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 3. Number. Election and Qualification of Directors. The Board of Directors of the Corporation shall consist of 11 members. The initial Board of Directors, however, shall consist of the 4 persons named in the amended articles of Incorporation as the incorporators. These initial Directors shall hold office until the first annual meeting of the corporation can be scheduled and a full slate of Directors elected, which shall be within ninety (90) days after the adoption of these bylaws.

At the 2005 annual meeting of the members, the Vice President (Director 2) and the Treasurer (Director 4) shall each be elected for a one­year term.

At the same 2005 annual meeting of the members and every odd­year annual meeting of the members thereafter, the President (Director 1) the Secretary (Director 3) Chorale Representative (Director 5) Community Representative (Director 9) Community Representative (Director 10) and Community Representative (Director 11 shall each be elected for a two­year term.

At the 2006 annual meeting of the members and every even­year annual meeting of the members thereafter, the Vice President (Director 2) the Treasurer (Director 4) Chorale Representative (Director 6) Community Representative (Director 7) and Community Representative (Director 8) shall each be elected for a two­year term.

At the 2021 annual meeting of the members and every odd­year annual meeting of the members thereafter, a Treasurer in Training (Director 4a), may be elected to assume the term as Treasurer in the following even year. This will result in a three (3) year commitment, one (1) year of training in the position of Treasurer­elect followed by two (2) years of service as Treasurer.

At the 2022 annual meeting of the members and every even­year annual meeting of the members thereafter, a President Elect (Director 1a), may be elected to assume the term as President in the following odd year. This will result in a three (3) year commitment, one (1) year of training in the position of President­elect followed by two (2) years of service as President.

Directors shall be members of the corporation or benefactors of the corporation, but need not be residents of the State of Idaho. Directors shall hold office until their successors shall have been elected and qualified. Newly elected Directors shall take office on July 1st of the next fiscal year unless elected after July 1st of said year in which case the newly elected Director shall take office immediately.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of such Director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only through the unexpired term of that directorship.

Section 5. Removal of Directors. At a meeting of the members called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of a two­thirds majority of the members then entitled to vote.

Section 6. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one (1) or more committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation to the full extent permitted under the Act. Each such committee shall consist of two (2) or more Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such Director by law. Nothing in this bylaw shall be deemed to prohibit the Board of Directors from establishing committees, some or all of whose members may be nondirectors, provided that such committees shall not have and may not exercise any of the powers of the Board of Directors.

Section 7. Directors’ and Committee Meetings. Meetings of the Board of Directors, regular or special, or meetings of any committee designated thereby, may be held either within or without the State of Idaho.

Unless otherwise specified in this section or in the notice for such meeting, all meetings shall be held at the principal office of the Corporation.

Except as otherwise provided in this section, regular or special meetings of the Board of Directors or any committee designated thereby may be called by or at the request of the President, any Director or the chair of a committee, as the case may be, upon written or verbal notice thereof given to all other Directors or committee members, as the case may be, at least three (3) days before the meeting. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw prior to the end of the fiscal year. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or such committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and the participation by such means shall constitute presence in person at a meeting. For any meeting held by conference telephone or similar communications equipment, notice of the meeting shall be given at least one (1) hour prior thereto by telephone or other communication directly with the Directors and/or committee members.

The attendance at or participation of a Director or committee member in any meeting shall constitute a waiver of notice of such meeting, except where a Director or committee member attends or participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need be specified in the notice or waiver of notice for such meeting.

Section 8. Waiver of Notice. Whenever any notice is required to be given to any Director or committee member under the provisions of the Act, the Articles or these Bylaws, 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 equivalent to the giving of such notice.

Section 9. Quorum and Voting Requirements. A majority of the number of Directors fixed by section 3 of this Article III of these Bylaws shall constitute a quorum for the transaction of business at meetings of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of committee members fixed and appointed by the Board of Directors or the President, as the case may be, shall constitute a quorum for the transaction of business at a meeting of such committee. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

Section 10. Action Without a Meeting. Any action required by the Act to be taken at a meeting of the Board of Directors of the Corporation, or any action that may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 11. Compensation. No Director or committee member shall receive a salary or other compensation for service in that capacity but may be reimbursed for actual expenses incurred in the performance of such service. This provision shall not preclude any Director from serving the Corporation in any other capacity and receiving additional compensation therefore.

Section 12. Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association or entity in which a Director of the Corporation, or any member of a Director’s family, is financially interested or in which one or more of its Directors or Officers are also Directors of the Corporation, shall be either void or voidable because of such relationship or interest or because such Director or Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because such Director’s or Directors’ votes are counted for such purposes, if:

1. the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for such action without counting the vote or consent of such interested Directors; or
2. the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Directors may participate to the extent that they are also members; or
3. the contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors, or a committee thereof, that authorizes approves or ratifies such contract or transaction.

Section 13. Loans to Directors. The Corporation shall not lend money to or use its credit to assist its Directors or Officers.

Section 14. Liability of Directors for Wrongful Distribution of Assets. In addition to any other liabilities imposed by law upon the Directors of the Corporation, the Directors who vote for or assent to any distribution of assets, other than in payment of its debts, when the Corporation is insolvent or when such distribution would render the Corporation insolvent, or during the liquidation of the Corporation without the payment and discharge of or making adequate provisions for all known debts, obligations and liabilities of the Corporation, shall be jointly and severally liable to the Corporation for the value of such assets which are thus distributed, to the extent that such debts, obligations and liabilities of the Corporation are not thereafter paid and discharged.

A Director shall not be liable under this section if, in the exercise of ordinary care, such Director relied and acted in good faith upon written financial statements of the Corporation represented to such Director to be correct by the President or by the Officer of the Corporation having charge of its books of account, or certified by an independent licensed or certified public accountant or firm of such accountants to reflect fairly the financial condition of the Corporation, nor shall such Director be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution, such Director considered the assets to be equal to their book value.

A Director shall not be liable under this section, if, in the exercise of ordinary care, such Director acted in good faith and in reliance upon the written opinion of an attorney for the Corporation.

A Director against whom a claim shall be asserted under this section and who shall be held liable thereon shall be entitled to contribution from persons who accepted or received such distribution knowing such distribution to have been made in violation of this section in proportion to the amounts received by them respectively.

ARTICLE IV OFFICERS

Section I. Number. The Officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the majority of Members attending the Annual Meeting. Such other Officers and assistant Officers as may be deemed necessary may be elected or appointed by the members. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually at the last meeting of the members. If the election of Officers shall not be held at such meeting, such election shall be held as soon as practicable thereafter. Each Officer shall hold office until a successor shall have been duly elected and shall have qualified, until such Officer’s death, or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Newly elected Officers shall take office on July 1st of the next fiscal year unless elected after July 1st of said year in which case the newly elected Officer shall take office immediately.

Section 3. Removal. Any Officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive Officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members of the Board of Directors. The President may sign, with the Secretary or any other proper Officer of the Corporation thereunto authorized by the Board of Directors, any promissory notes, deeds, mortgages, leases, contracts, or other instruments that the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5a. President­elect. The President­elect shall serve alongside the President during the final year of the President’s final term for the purpose of learning about the organization and how the President position functions within the organization. The President­elect shall assume office as President at the start of the next odd number year.

Section 6. Vice President. In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors.

Section 7. Secretary. The Secretary shall attend all meetings of members and the Board of Directors and shall prepare and maintain proper minutes of those meetings. The Secretary shall maintain at the registered office or principal place of business of the Corporation a register of members of the Corporation, showing the names and addresses of the members. The Secretary shall have the custody of and properly protect all executed deeds, leases, agreements and other legal documents and records to which the Corporation is a party or by which it is legally affected. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.

Section 8. Treasurer. The Treasurer shall be the principal financial Officer of the Corporation and shall have charge and custody of and be responsible for all funds of the Corporation. The Treasurer shall sign all checks and promissory notes of the Corporation and shall 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 such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws. The Treasurer shall keep or cause to be kept, adequate and correct accounts of the Corporation, including accounts of its assets, liabilities, receipts and disbursements. The Treasurer shall submit to the Board of Directors and the President, when required, statements of the financial affairs of the Corporation. The Treasurer shall in general perform all of the financial duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 8a. Treasurer­elect. The Treasurer­elect shall serve alongside the Treasurer during the final year of the Treasurer’s final term for the purpose of learning about the organization and how the Treasurer position functions within the organization. The Treasurer­elect shall assume office as Treasurer at the start of the next even number year.

Section 9. Salaries. No Officer or Director shall receive a salary.

ARTICLE V MISCELLANEOUS

Section 1. Indemnification. The Corporation shall indemnify any Director, Officer or former Director or Officer of the Corporation against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a Director or Officer, except in relation to matters as to which such person is adjudged to be liable for willful misconduct in the performance of such person’s duties to the Corporation.

Section 2. Books and Records. At its registered office or principal place of business, the Corporation shall keep: (i) correct and complete books and records of account; (ii) minutes of the proceedings of its members and Board of Directors; and (iii) a record of the names and addresses of all members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. All books and records of the Corporation may be inspected by any member, or such member’s agent or attorney, for any proper purpose at any reasonable time.

Section 3. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 4. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, note or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation as provided in these Bylaws or in such manner as shall from time to time be determined by the Board of Directors.

Section 5. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6. Annual financial Statements. The Board of Directors shall cause a balance sheet as of the closing date of the last fiscal year, together with a statement of income and expenditures for the year ending on that date, to be prepared and presented to the members at the regular annual meeting of the members.

Section 7. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year, except that the first fiscal year shall begin on the date of incorporation.

Section 8. Corporate Seal. The Board of Directors may provide for a corporate seal that shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation and the words “Corporate Seal.”

Section 9. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Members of the Corporation at any regular or special meeting.

We, the undersigned, being the initial members of the Board of Directors and the duly elected Secretary of the Corporation do hereby certify that the foregoing Bylaws were duly adopted as the official Bylaws of the Corporation by unanimous consent of the Members of the Corporation on the 15th day of January, 2001.

Amended at the Annual Business meeting of the Members Monday, May 2, 2005. Amended at the Retreat Business meeting of the Members, Saturday, September 8, 2007. Amended at the Retreat Business meeting of the Members, Saturday, September 6, 2008 Amended at the Annual Business meeting of the Members, Monday, March 29, 2010 Amended at the Annual Business meeting of the Members, Monday, April 11, 2011 Amended at rehearsal, by vote of members, Monday, March 7, 2016

Article III, Section3 and Article IV, Section 5a and 8a amended through a Google Form vote of the membership May 2021 (Due to COVID 19 group restrictions)

Susan Beamer, President Eric Nilsson, Vice President, Gillian Sharma, Secretary Teri Riedner, Treasurer

Contact us: Matt Zook Administrative Coordinator 1-509-800-7905. administrativecoordinator@palousechoralsociety2.org P.O. Box 994 Pullman, Wa 99163