Bylaws

Amended Bylaws
of the
International Society of Folk Harpers and Craftsmen, Inc.

A California Nonprofit Benefit Corporation

 

Article I.  Name
The name of this corporation is International Society of Folk Harpers and Craftsmen, Inc.

 

Article II.  Purpose
The purpose and goals of the corporation shall be as set forth in the Articles of Incorporation.

 

Article III.  Members
The Corporation shall have one (1) class of members, designated as General Members.  The initial list of General Members shall be determined by the Board of Directors to be the subscribers in good standing at the time of the filing of the Articles of Incorporation by the Secretary of the State of California.  After initial establishment of the list of General Members by the Directors of the corporation, the number of General Members may increase or decrease infinitely.  Anyone wishing to become a General Member shall be admitted to membership upon payment of the Membership fee.

 

Article IV.  Membership Fees
Membership fees shall be as determined from time to time by the Board of Directors.  All membership fees shall be payable in lawful currency of the United States, or by instrument payable in such currency.

 

Article V.  Voting Rights of Members
Each General Member of the corporation shall have the right to vote, and all General Members shall have equal voices, in the election of Directors and Officers, and on any matter presented to the General Membership for decision.

 

Article VI.  Directors
The number of Directors shall be three (3) and the length of terms of office shall be three (3) years.  Directors shall be elected by the General Members and shall serve on the Board of Directors and Officers, also termed herein the Board of Directors.  The Board of Directors, Regional Directors, or Officers shall receive no compensation for their time or service to the corporation.

The elected Board of Officers and Directors may vote to appoint individuals as nonvoting honorary “Board Member Emeritus” in recognition of a person’s outstanding contribution to the ISFHC.

 

Article VII.  Officers
The officers of the corporation shall be elected every three (3) years by the General Membership (except for the Treasurer as provided below) and shall serve on the Board of Directors with equal voting rights with the Directors in decisions pertaining to the corporation or the Folk Harp Journal.  The Board of Directors and Officers shall always remain at an odd number of members.  Officers shall be President, First Vice President, Second Vice President, Secretary, Treasurer, and Editor of the Folk Harp Journal.  Duties of Officers shall be defined and refined as necessary.

The President (or in his/her absence, the First Vice President) shall preside at all meetings of the Board of Officers and Directors; shall present a report annually of the work of the ISFHC for the preceding year at the annual meeting of the members, or via the Folk Harp Journal.

The First Vice President shall assist the President in carrying out his/her activities, and shall act on behalf of the President in his/her absence.  The Second Vice President shall perform similar duties in the absence of the First Vice President.

The Secretary shall issue notice of all meetings; shall be responsible for the keeping and maintaining of corporate minutes, records, reports, and other documents pertaining to the affairs of the ISFHC.

The Treasurer shall be responsible for the custody of all moneys and securities of the ISFHC, and shall have responsibility for the keeping of regular books of account with respect thereto.  To protect the financial integrity of the corporation, the Treasurer shall be appointed by the Board of Directors and Officers and shall serve until removed by the Board of Directors and Officers.

The Editor of the Folk Harp Journal shall be responsible for publishing a quarterly journal for the society.  The Editor shall be appointed by the Board of Directors and Officers and shall serve until removed by the Board of Directors and Officers.

The officers of the ISFHC shall also perform all duties regularly and customarily performed by like officers in similar organizations and shall perform all duties specifically delegated to them by the Board.

 

Article VIII.  Committees
The Board of Officers and Directors may establish committees or appoint individuals as deemed appropriate to the conduct of the affairs of the corporation.  Committee Chairpersons shall be appointed by and serve at the pleasure of the Board.  The duties of such various committees and chairpersons thereof shall be defined in the minutes of the Board of Officers and Directors.

 

Article IX.  Meetings
Meetings may from time to time be called by the Board of Directors in accordance with the General Nonprofit Corporation Law of the State of California.  The Board may call an Annual Meeting of the General Members of the corporation in order to conduct elections of Directors and Officers and to submit questions to the General Members for decision.  The Board is further empowered to call a Special Meeting of General Members at any time for the above purposes, or to conduct discussion and balloting through the Folk harp Journal in place of such Special Meetings.  The Membership Chairman shall call such meetings as are required by the provisions of Article XII.  A quorum for such meetings shall be those participating therein.

 

Article X.  Publications
The corporation shall publish, on a quarterly basis, the Folk Harp Journal.  The Journal shall be sent to all General Members who are in good standing, having paid the decided upon Membership Fee.  All General Members are free to contribute articles, opinions, suggestions, etcetera, to the Editor of the Folk Harp Journal.  Publication of such material in the Journal shall be at the sole discretion of the Editor-in-Chief.  It is incumbent upon each member to inform the corporation of proper current address.

 

Article XI.  Voting
All matters voted upon by the Board of Directors or the General Membership shall be decided by simple majority of the votes cast, whether voting by secret ballot or viva voce at any meeting provided for in Article IX, or voting through ballots distributed to members in the Folk Harp Journal, or by electronic communication, or by such other forms of communication, as determined from time to time by the Board of Directors and Officers.  The Board of Officers and Directors may establish in a timely manner provisions for voting by proxy.

Any action of the Board of Officers and Directors shall be by majority vote.

 

Article XII.  Membership Chairman
The Board of Directors and Officers of the corporation shall appoint an ISFHC member as Membership Chairman, and shall conduct such additional appointments as may from time to time be required by vacancy of the office.  The duties of the Membership Chairman shall consist of organizing and conducting elections as required by Articles VI, VII, IX and XI, and may consist of such other duties as the Board of Officers and Directors deem suitable.

 

Article XIII.  Parliamentary Authority
The rules contained in the most recent edition of Robert’s Rules of Order shall obtain at all meetings of the corporation except where in conflict with the General Nonprofit Corporation Law of the State of California, these Bylaws, or any procedures which the Board of Directors may from time to time establish.

 

Article XIV.  Fiscal Year and Method of Accounting
The books and records of the corporation shall be maintained on the basis of a fiscal year ending December 31st.  The corporation’s system of accounting shall be the cash method.

 

Article XV.  Additional Provisions
Any member of the Board of Officers and Directors may be removed with or without cause by a vote of the ISFHC’s members, in accordance with Article XI.

Vacancies on the Board of Officers and Directors shall be filled by a vote of the ISFHC’s members, as set forth in Article XI.  The Board of Officers and Directors shall have the authority to appoint by a majority vote for the duration of the term, a replacement for any vacancy that occurs on the Board of Directors.  If there are fewer than ninety (90) days remaining in the term, the position will remain vacant until a regular election.

Any member of the Board of Officers and Directors may resign at any time by giving written notice to the President or to the Secretary.  The resignation of any Director shall take effect at the time specified in such notice, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

The Board of Directors and Officers is authorized to conduct monthly meetings via teleconference calls.

 

Article XVI.  Amendments
The articles of incorporation may be amended by a vote of the members of the corporation, in accordance with Article XI.

The bylaws of this corporation may be amended by a vote of a majority of Board members holding office.

 

Adopted by the Board of Officers and Directors on July 20, 2014.

 

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