Palouse Choral Society

ByLaws

(Rev. May 2026)

ARTICLE I: NAME, PURPOSE, AND OFFICES

Section 1. Name. The name of this corporation is Palouse Choral Society, (the "Corporation").

Section 2. Purpose. This Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this section. The mission of the Corporation is to promote choral excellence and community enrichment through musical performance, education, and artistic collaboration.

Section 3. Principal Office. Reference herein to “the Act” shall mean the Washington Nonprofit Corporation Act, Chapter 24.03A of the Revised Code of Washington (RCW), as now existing or hereafter amended. Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Washington Nonprofit Corporation Act (the “Act”), specifically RCW 24.03A.010, as now existing or hereafter amended. The principal office of the Palouse Choral Society, a Washington nonprofit corporation (“Corporation”), shall be located at 1325 SE Harvest Drive, Pullman, WA. 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.

ARTICLE II MEMBERS

Section 1. Admission to Membership. A person shall be considered a member of this Corporation when they have been admitted to sing in the Symphonic Choir 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 Youth Choir shall not be considered active voting members of this Corporation. Membership shall terminate, and the Board of Directors may suspend or terminate a membership, in accordance with the Statement of Policies.

Section 2. Voting Rights. Members shall be entitled to vote only on the following matters: (a) the election of Directors and Officers; (b) amendments to these Bylaws; and (c) any proposed merger of the Corporation. Members are not entitled to vote on any other matters, including but not limited to the dissolution of the Corporation or membership admission decisions, all of which are reserved to the Board of Directors or its designees.

Section 3. 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 for the purpose of transacting such business as may come before the meeting.

Section 4. 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 in the form of a record having at least 25% of the votes entitled to vote at such a meeting. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the members.

Section 5. 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 6. Notice of Meetings. The Corporation shall give notice to each member entitled to vote of the date, time, and place of each annual or special meeting of the members. Notice shall be given in the form of a record (written or electronic) no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice may be delivered: (1) by electronic transmission to the member’s address shown in the corporation's current records; or (2) by United States mail, postage prepaid, to the member's address shown in the corporation's current records. If mailed, such notice is deemed effective five (5) days after deposit in the U.S. Mail. Notice of a special meeting shall also include a description of the purpose for which the meeting is called.

Section 7. Waiver of Notice. A member may waive notice no more than sixty (60) days before or sixty (60) days after in a form of a record delivered to the Corporation. Pursuant to RCW 24.03A.415, a member’s attendance at a meeting waives any objection to notice unless the member objects to holding the meeting at its commencement. A member’s attendance at a meeting also waives objection to consideration of a particular matter that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when it is presented

Section 8. 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 9. Quorum and Voting Requirements. Ten percent (10%) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present at the commencement of a meeting, business may continue until adjournment notwithstanding the withdrawal of members. Except as otherwise provided by the Act, the Articles, or these Bylaws, an action is approved by the members if a quorum is present and the votes cast favoring the action exceed the votes cast opposing the action.

Section 10. Proxies. A member may vote either in person or by proxy executed in the form of a record by the member. No proxy shall be valid after three weeks from the date of its execution. A proxy is revocable by delivering notice in the form of a record to the Corporation of its revocation, or by a subsequent proxy, before the Corporation has relied upon the proxy.

Section 11. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if the Corporation delivers a ballot (including by electronic transmission) to every member entitled to vote. The number of votes cast by ballot must equal or exceed the quorum required to be present at a meeting, and the number of approvals must equal or exceed the number of votes that would be required to approve the matter at a meeting.

ARTICLE III BOARD OF DIRECTORS

Section 1. General Powers. 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.

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(a) the Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting; (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the Director delivers notice of dissent or abstention in the form of a record to the presiding officer of the meeting or to the Corporation before or during the meeting or before the approval of the minutes 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 shall consist of between 5 and 14 members. Directors shall be elected by the Members for staggered two-year terms, such that approximately one-half of the Directors are elected each year. The specific classification of Director positions and the staggered election schedule shall be established in the Statement of Policies. Directors shall be members or benefactors of the Corporation and shall hold office until their successors are elected and qualified.

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 even if the remaining directors constitute less than a quorum. 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. 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 until the next annual meeting of members at which directors are elected.

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 two-thirds (2/3) vote of the members present at a meeting at which a quorum is present. Notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of a director.

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 one (1) 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. The Board may also establish advisory committees, some or all of whose members may be non-Directors..., provided that such committees shall not have and may not exercise any of the powers of the Board of Directors or authority to legally bind the Corporation.

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 Washington. 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 through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time and can contemporaneously communicate with each other during the meeting. The participation by such means shall constitute presence in person at a meeting. For any meeting held by means of interactive technology or electronic transmission, notice shall be given in the same manner as for in-person meetings, unless otherwise provided in these Bylaws.

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 a record, executed 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 in office immediately before the meeting begins 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 quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age. No Director may vote by proxy. 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 the form of a record, describing the action to be taken, is executed 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 provided that the period between the date of the first signature and the date the last director signs is no more than sixty days. .

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 reasonable 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, provided that such compensation is reasonable and is approved in accordance with the Corporation's Conflict of Interest policy.

Section 12. Director Conflicts of Interest. The Corporation shall maintain a conflict of interest policy. Each Director shall disclose any potential conflicts of interest and shall act in accordance with the conflict of interest policy established in the Statement of Policies.

Section 13. Loans to Directors. The Corporation shall not lend money to or use its credit to assist its Directors or Officers except as permitted by RCW 24.03A.605, limited to: (a) the advance of money for reasonable expenses to be incurred in the ordinary course of business; and (b) the advance of money for indemnification.

ARTICLE IV OFFICERS

Section I. Number. Notwithstanding the default provision of RCW 24.03A.585, 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 by the Members in accordance with the staggered terms and classes established in the Statement of Policies. Each Officer shall hold office until a successor shall have been duly elected or until such Officer’s death, resignation, or removal. 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. This includes Officers elected by the members and any individual appointed by the Board to fill an officer vacancy. Election or appointment of an Officer or agent shall not of itself create contract rights.

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 and 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. President-elect. The President-elect shall be elected by the Members one year prior to the expiration of the current President's final term. The President-elect 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 President-elect serves in a non-voting, advisory capacity for the purpose of leadership succession and training. The President-elect shall not be considered a Director, shall not vote, and shall not be counted toward a quorum. The President-elect may attend Board meetings at the invitation of the Board, but shall be excluded from executive sessions and any portion of a meeting involving attorney-client privileged communications or other sensitive personnel or legal matters. At the end of this term, the President-elect shall take office on July 1st of the next odd-numbered 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 in a recordable form. The Secretary shall maintain at the registered office or principal place of business of the Corporation a register of members of the Corporation, arranged in alphabetical order by class, showing the name, address, class of membership, and voting rights of each member. 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 oversee issuance of 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 may 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. Treasurer-elect. The Treasurer-elect shall be elected by the Members one year prior to the expiration of the current Treasurer's final term. The Treasurer-elect 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 President position functions within the organization. The Treasurer-elect serves in a non-voting, advisory capacity for the purpose of leadership succession and training. The Treasurer-elect shall not be considered a Director, shall not vote, and shall not be counted toward a quorum. The Treasurer-elect may attend Board meetings at the invitation of the Board, but shall be excluded from executive sessions and any portion of a meeting involving attorney-client privileged communications or other sensitive personnel or legal matters. At the end of this term, the Treasurer-elect shall take office on July 1st of the next even-numbered year.

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

ARTICLE V MISCELLANEOUS

Section 1. Indemnification. The Corporation shall indemnify any Director or Officer to the fullest extent permitted by the Washington Nonprofit Corporation Act (including RCW 24.03A.630) against liability and reasonable expenses (including legal fees, judgments, settlements, and fines) incurred in any proceeding in which such person is made a party by reason of being or having been a Director or Officer. However, the Corporation shall not indemnify any person for liability arising out of (a) receipt of an improper personal benefit; (b) intentional misconduct or a knowing violation of law; or (c) any other conduct for which the Act prohibits indemnification. The Corporation shall advance funds to pay for or reimburse reasonable expenses before final disposition of a proceeding, provided the individual delivers a written affirmation of their good faith belief that they met the relevant standard of conduct and a written undertaking to repay the funds if it is ultimately determined they are not entitled to indemnification.

Section 2. Books and Records. The Corporation shall keep as permanent records: (i) correct and complete books and records of account; (ii) minutes of all proceedings of its Members, Board of Directors, and committees of the board; and (iii) a record of the names and addresses of all Members, in a form that permits preparation of a list of the Members; (iv) its Articles and Bylaws; (v) a directory of Directors and Officers with business addresses; (vi) communications to Members for the past six years; and (vii) its most recent annual report. Any books, records and minutes may be any recordable form, including electronic transmissions, provided they are 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, upon at least five (5) business days' written notice in the form of a record, and subject to purpose requirements set forth in RCW 24.03A.215. The Corporation may withhold from inspection any information that is subject to attorney-client privilege or that the Corporation reasonably believes may cause harm to a person or the Corporation if disclosed. The Corporation shall make the following documents available for public inspection upon request or via the Corporation's website: the most recent Internal Revenue Service Form 1023, the most recent Form 990, and the most recent financial audit or review, if applicable.

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. The Corporation shall not make any loan to any Officer or Director of the Corporation

Section 4. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed or authorized 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 financial statements, including a statement of financial position 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 made available to the members at the regular annual meeting of the members, and upon written request from a member as provided in RCW 24.03A.225. These statements shall be prepared in accordance with generally accepted accounting principles or another basis of accounting that is reasonable under the circumstances. If the financial statements are reported upon by a public accountant, the accountant’s report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s financial accounting records stating the person’s professional belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of accounting used.

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. Dissolution. Upon the dissolution of the Corporation, after paying or making provision for the payment of all liabilities and obligations of the Corporation, the remaining assets shall be distributed to the Palouse Choral Society Endowment Fund, managed by the INNOVIA Foundation in Spokane, Washington. If the named fund or foundation is no longer in existence or no longer qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, such assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. In no event shall any assets be distributed to any Member, Director, or Officer of the Corporation, in accordance with RCW 24.03A.906.

Section 10. 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 provided that written notice of the meeting and the proposed changes is given to the Members at least ten (10) days in advance. Voting on amendments may be conducted in person, by mail, or by electronic transmission (such as email or secure online ballot), provided the method used complies with the requirements of the Act.

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, Section 3 and Article IV, Section 5a and 8a amended through a Google Form vote of the membership May 2021 (Due to COVID 19 group restrictions)

Amended at the Annual General Meeting of the Members Monday, May 4, 2026

Gillian Sharma, President
Ally Fraser, Vice President
Elizabeth Stedman, Secretary
Jordan Hardy, Treasurer