BY-LAWS

OF NORTH TEXAS CHILDREN'S CHORALE

ARTICLE I

NAME

Section 1:        The name of the Corporation shall be North Texas Children's Chorale

Section 2:        The principal business of the Corporation shall be conducted in the city of Fort Worth,   Tarrant County,  Texas

ARTICLE II

PURPOSE

Section 1:        The purpose for which the Corporation is organized is to be a world class co-educational children's choir, to develop individual and community excellence, and to inspire a life-long passion for choral artistry without regard to race, ethnicity, gender, disability,  religion or sexual orientation in and around Tarrant County, Texas. Duration of the Corporation is perpetual.

ARTICLE III

BOARD OF DIRECTORS

Section 1:         The management and administration of the Corporation shall be vested in a Board of Directors (hereafter referred to as“Board”) consisting of not less than five (5)and no more than ten (10) members.

In the ordinary business of the Corporation, the Board makes policies and exercises oversight functions.  The direct management and administration of the Corporation is delegated by the Board to the Executive Director.

Funding and long-range planning for the Corporation is a shared responsibility of the Board and Executive Director.

                        No member of the Board of Directors shall participate in any vote on any matter in which he or she or a member of his or her immediate family has potential conflict ofinterest due to having material economic involvement regarding the matter being discussed.  When such a matter presents itself, the Director must announce his or her potential conflict, disqualify himself or herself, and be excused from the meeting until the vote being discussed is completed.  The President of the meeting is expected to make inquiry if such conflict appears to exist and the Board member has not made it known.

Section 2:        In electing Directors, the Board shall consider both the needs of the Corporation itself and the population it serves.

The annual election of Directors shall be held not later than August.  Directors shall serve for a term of two (2) years or until their successors have been elected.

                        A Director shall be eligible for reelection.

                        Upon the expiration of a Director's term as President, he or she may be asked to serve for one year in the position of Past President.  The Past President shall be a voting member of the Board with all the rights and responsibilities of a Director and shall serve on the Executive Committee.

Section 3:        If any vacancy occurs on the Board, the remaining Directors may elect a Director to fill the vacancy for the unexpired term.

Section 4:        Regular meetings of the Board shall ordinarily be held on such date as the Board may determine.  Special meetings of the Board may be called at any time by the President or a majority of Directors. Notice of all meetings shall be given to all Directors not less than 24 hours in advance.

Section 5:        The annual Financial Meeting of the Corporation shall be held in August.

Section 6:        At any meeting of the Board, a simple majority of Directors shall constitute a quorum.

Section 7:        The Board may appoint any number of persons to the Board of Advisors for one (1) year terms.  Members may serve an unlimited number of terms.  Appointments are made in August, and at such times as the Board may deem appropriate.

Section 8:        The Executive Director may sit with the Board with voting privileges. All regular meetings shall be open to the public.

Section 9:        Any Director may resign at any time by delivering their resignation to the Corporation at its principal office or to the President.  Such resignation shall be effective at the time specified.

Section 10:      Any Director may be removed by an affirmative vote of 2/3 of the Directors.

Section 11:       Any Director having three (3) unexcused absences during a fiscal year may cease to be a member of the Board upon the affirmative vote of the Directors.  Notification to the President, Executive Director, or Assistant to the Executive Director prior to a meeting shall constitute an excused absence.

Section 12:       Except as otherwise provided by the bylaws or by an affirmative vote by a quorum of the Board of Directors, any Director may vote in absentia on any matter that is voted upon at a general or special meeting of the Board, by submitting their vote by email to the President of the Board and the Assistant to the Executive Director prior to the vote being held at the meeting.

ARTICLE IV

OFFICERS

Section 1:        If any office becomes vacant, the Board shall elect one of its members to fill the vacancy for the unexpired term.

Section 2:        The President shall preside at all meetings of the Board, appoint committees andperform such other duties as generally pertains to the office.  The President is required to sign any document approved by a majority of the Directors.

Section 3:        The Vice President shall preside over a meeting in the event that the President is absent or unable to perform his/her duties.

Section 4:        The Secretary shall perform all duties as generally pertains to the office unless otherwise delegated.  Responsibilities delegated include taking and maintaining minutes of all meetings of the Board, and notifying Directors of all regular and special meetings.

Section 5:        The Treasurer shall perform all duties as generally pertains to the office unless otherwise delegated, including maintaining the books, records and contracts, keeping accurate account of all monies, funds, and properties;  and all disbursements, resources and liabilities; and shall have the care and custody of monies, funds, valuable papers, documents and securities.

ARTICLE V

COMMITTEES

Section 1:         The authority of all committees is advisory unless otherwise designated by the Board.  The President and Executive Director may participate in the business of any committee, unless prevented by action of the Board.

Section 2:        The President may appoint committees as need arises or as directed by the Board.

Section 3:       Unless named herein, chairs and members of all committees shall be appointed by the President at the beginning of the fiscal year.

ARTICLE VI

FISCAL YEAR

Section 1:        The fiscal year of the Corporation shall be from July 1 through June 30.

ARTICLE VII

PARLIAMENTARY AUTHORITY

Section 1:        The rules contained in Robert's Rules of Order, Revised shall govern the Corporation in all cases which are not covered by the By-Laws or Policies and Procedures of the Corporation.

ARTICLE VIII

BY-LAWS

Section 1:        The chairs of standing committees shall annually review the by-laws and may, if needed, make recommendations for revisions to the Board.

Section 2:        These by-laws may be revised by 2/3 of the Directors, provided copies of the proposed amendments have been sent to all Directors and submitted at the meeting of the Board prior to the meeting at which said amendments are to be considered for final action.

Section 3:        Any by-laws may be temporarily suspended for a specified period of time by a vote of 2/3 of the Directors present at the meeting of the Board.

Section 4:         Part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 Article II of the By-Laws. No substantial part of the activities shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal income tax, or (b) by a Corporation, Contributions to which are deductable under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 5:         Upon dissolution of the Corporation, the assets of the Corporation will be distributed to another Non-Profit entity.  For example, music originals will be distributed to a local Public School Choir program and equipment will be gifted to The Calvary Lutheran Church.