Article I – Name and Offices
Section 1. Name. The name of this organization shall be “HARVEST MOON FOLK SOCIETY, INC.”
Section 2. Offices. The principal office of this organization shall be in one of the following counties in the State of South Carolina: Anderson, Greenville, Oconee, or Pickens. The organization may also have offices at such other places as the purposes of the organization may require.
Article II – Status and Purposes
Section 1. Non-Profit Status. Harvest Moon Folk Society, Inc. shall be a non-profit educational and cultural society formed under the laws of the State of South Carolina, and is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code.
Section 2. Objects and Purposes. It shall be the primary objective and purpose of Harvest Moon Folk Society, Inc. to promote, sponsor, and encourage participation in folk and traditional dance for people in and around the Upstate of South Carolina.
Article III – Directors
Section 1. Authority. Stewardship of the operation, management, and administration of the operational and financial affairs of Harvest Moon Folk Society, Inc. shall be vested in a Board of Directors. The Board of Directors is responsible for maintaining the organization as a non-profit corporation formed under the laws of the State of South Carolina and for operating the organization in accordance with the purposes as stated in Article II, Section 2.
Section 2. Number. The Board of Directors shall consist of fifteen members.
Section 3. Qualifications. A member of the Board of Directors must be at least eighteen years old.
Section 4. Tenure. Term of office for all Directors shall normally be three years, beginning as of the October meeting following their election by the Board. No member of the Board shall be eligible for election for more than two consecutive terms.
Section 5. Selection. Normally, five Directors shall be elected each year in order to maintain the total number of fifteen. (See Article VI, Section 2, Sub-section 7)
Section 6. Duties. It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, employees of the corporation;
(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses, including electronic-mail addresses, with the Secretary of the Corporation, such that notices of meetings sent to such addresses shall be considered valid notices thereof.
(f) Share the responsibility for hosting and supervising regular and special events sponsored by Harvest Moon Folk Society, Inc. as determined by the Board of Directors.
Section 7. Compensation. Directors shall serve without compensation. Directors shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties.
Section 8. Meetings. Regular meetings shall be held at least four times a year at times and places to be determined by the Board of Directors.
Section 9. Notice of meetings. Unless otherwise provided by these Bylaws, at least one-month prior notice shall be given by the President to each Director of each meeting of the Board. Such notice may be oral or written, may be given by telephone, by first-class mail, by telephone, or by electronic mail, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of electronic mail or voice-mail, the Director to be contacted shall acknowledge personal receipt of the notice by a return message upon receipt.
Section 10. Quorum for Meetings. A quorum shall consist of two-thirds of the members (normally,ten of fifteen) of the Board of Directors. Except as otherwise provided under these Bylaws or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
Section 11. Voting by Proxy. Directors unable to attend Board meetings may vote by proxy. The proxy vote must be in writing, specify the date of the meeting, and must name another Director to vote on any and all issues requiring approval by the Board. Proxies count as members present for purposes of obtaining a quorum.
Section 12. Majority Action as Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
Section 13. Parliamentary Procedure. Meetings shall be governed by Robert’s Rules of Order (Revised).
Section 14. The Conduct of Business. All business requiring action by the Board of Directors shall be conducted or approved during meetings of the Board. When action is required of the Board between meetings, such action may be conducted by written or oral communications, including personal conversations, telephone, mail, and electronic mail. Actions approved outside of Board meetings must be ratified at the next Board meeting, and the minutes of that meeting shall reflect the action taken. Board decisions made outside of meetings are subject to Sections 11 and 12, governing quorums and majority action.
Section 15. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors. Notice of resignation will be effective upon receipt of written notice by the President, unless such notice specifies a later time for the effectiveness of such resignation. No director may resign if the organization would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State.
Section 16. Removal. Any Director may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state, by the affirmative vote of two-thirds of all the Directors, either present or by proxy, at any regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least ten days notice in writing by mail or electronic mail of the meeting of the Board of Directors at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the Board at such meeting.
Section 17. Meeting Attendance. If a Director fails to attend three consecutive meetings of the Board of Directors without explicit excusal by the Board, this may in itself be considered sufficient cause for removal from the Board.
Section 18. Vacancies. Vacancies on the Board of Directors shall be filled by recommendation of the Nominating Committee and appointment by majority vote of all remaining Directors, either present or by proxy.. Such appointee shall serve out the un-expired term of the person replaced, and shall become eligible for election as a regular member of the Board at the time at which the vacated position would normally be open for election. Such appointee, if elected, shall be considered a new member of the Board, subject to the two-term limitation rule defined in Section 4 of this Article.
Section 19. Ex Officio Directors. The Board of Directors may choose to elect one or more ex officio (i.e., by reason of their office) Board members. These are individuals whose service benefits Harvest Moon Folk Society, Inc., and whose presence at Board meetings is desired. Ex officio Board memberships may vote, but they are not counted for purposes of forming a quorum.
Section 20. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Society.
Section 21. Indemnification by Corporation of Directors and Officers. The Directors and Officers of Harvest Moon Folk Society, Inc. shall be indemnified by the Corporation to the fullest extent permissible under the laws of the State.
Section 22. Insurance for Corporate Agents. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, Officer, employee, or other agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under these Bylaws or provisions of law.
Section 23. Youth Representatives. In addition to the 12-15 members of the HMFS board, the board of directors may elect ‘youth representatives’ to serve as voting members of the board of directors. Youth representatives do not contribute to the quorum. Youth representatives must attend or have attended a local high school or college in the past year. Youth representatives will serve 1-year terms and a maximum of 3 consecutive terms. Youth Representatives will participate in board meetings and serve on a committee of interest to them. (Approved January 5, 2008)
Article IV – Officers
Section 1. Number. The officers of Harvest Moon Folk Society, Inc. shall be: President, Vice-President, Secretary, and Treasurer.
Section 2. Selection. The Officers of Harvest Moon Folk Society, Inc. shall be recommended by the Nominating Committee and elected by majority vote by secret ballot by the Board of Directors, from within the membership of the Board.
Section 3. Tenure. Term of office shall normally be one year. In cases of filled vacancies, the Officer named shall serve the remainder of the unexpired term. Officers may be re-elected to the same office.
Section 4. President. The President shall be the chief executive officer of the Society, and shall, subject to the consent of the Board of Directors, supervise and control the affairs of the Society and the activities of the officers. The President shall be the presiding officer at all meetings of the general membership, name all committees, appoint their chairs, have power of dismissal of the chairs and members of such committees, and fill all vacancies as they occur. Except as otherwise expressly provided by law or by these Bylaws, the President shall, in the name of the Society, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 5. Vice-President. The Vice-President shall perform the duties of the President in the event of the President’s termination of office for any reason, prior to the naming of a new President by the Board of Directors; or during any absence of the President for a period of thirty (30) days or more; or during the absence of the President at any Society meeting requiring his presence. The Vice President shall have other powers and perform such other duties as may be prescribed by the Board of Directors.
Section 6. Secretary. The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine. The Secretary shall attend and keep the Minutes of all meetings of the Board of Directors and circulate these Minutes in a timely fashion to the Board of Directors, and shall prepare an annual report of the Society’s activities for the concluding year. The Secretary may sign with the President in the name and on behalf of Harvest Moon Folk Society, Inc. any contracts or agreements authorized by the Board of Directors, and shall do and perform such other duties as may be assigned by the Board.
Section 7. Treasurer. The Treasurer shall have the custody of all funds, property, and securities of Harvest Moon Folk Society, Inc., subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, the Treasurer may endorse on behalf of the organization for collection, checks, notes, and other obligations, and shall deposit same to the credit of Harvest Moon Folk Society, Inc. at such bank or banks or depository as the Board of Directors may designate. The Treasurer shall sign all receipts and vouchers and (together with such other officer or officers as may be designated by the Board) shall sign all checks of the Society and all bills of exchange and promissory notes issued by the Society, except in cases where the signing and executions thereof shall be expressly designated by the Board or by the Bylaws to some other officer or agent of the Society. The Treasurer shall make payments as may be necessary or proper to be made on behalf of the Society, and shall enter regularly on the books of the Society, to be kept for the purpose, full and accurate account of all moneys and obligations received and paid for or incurred on account of the Society, and shall exhibit such books at all reasonable times at the request of any Director. The Treasurer shall prepare an annual Financial Report for submission to the Board at the end of the fiscal year. The Treasurer may be bonded for faithful performance of his duties, in an amount determined by the Board of Directors.
Section 8. Resignation. Any officer may resign from his post at any time by giving written notice of such resignation, stating the reasons for same, to the Board of Directors. Notice of resignation will be effective upon receipt of written notice by the President, unless such notice specifies a later time for the effectiveness of such resignation.
Section 9. Removal. Any officer may be removed from his post, with or without cause, by the affirmative vote of two-thirds of all Directors at any regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least ten days notice in writing by mail or electronic mail of the meeting of the Board of Directors at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the Board at such meeting.
Section 10. Vacancies. Any vacancy in any office of Harvest Moon Folk Society, Inc. shall be filled by the Board of Directors, upon recommendation by the Nominating Committee, at the meeting of the Board next following the date of such vacancy.
Section 11. Transfer of Duties. In the event any or all of the Officers fail to carry out their prescribed duties for a period of two months or more, such duties and the powers inherent therein shall devolve upon the Board of Directors for the duration of such interim period as may exist before the post or posts of said officer or officers may again be responsibly filled.
Article V – Committees
Section 1. Executive Committee. The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of three to five Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease the number of the members of the Executive Committee, though the number of Board members on the Executive Committee may not be lower than three. The Board may fill vacancies on the Executive Committee from the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings, report the same to the Board from time to time as the Board may require, and cause them to be filed with the corporate records.
Section2. Other Committees. Harvest Moon Folk Society, Inc. shall have such other committees as are needed to carry out the business and activities of the Society. Each committee will include at least one member of the Board of Directors and may also include persons who are not on the Board.
Section 3. Meetings and Action of Committees. Meetings and action of committees shall be governed by, announced, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of the these Bylaws.
Section 4. Authority. All decisions and recommendations of committees are subject to approval by the full Board of Directors. Committees shall provide the Board with minutes of meetings along with written recommendations for any matter requiring Board approval. The decisions made and actions taken by Committees are not official until approved by a vote of the Board of Directors.
Article VI – Elections
Section 1. Frequency. The Board of Directors shall elect new Directors (to replace those who have completed their terms of office) and new officers annually in a timely fashion such that they may begin their terms at the first Board meeting after October 1 each year.
Section 2. Nominating Committee. A Nominating Committee, consisting of three people, shall include at least one member of the Board of Directors not currently up for re-election, and may include one or more persons not currently serving on the Board. The Nominating Committee shall name its own chair. The Nominating Committee shall have the following powers and duties:
- Maintain a list of people who are available and interested in serving on the Board of Directors for Harvest Moon Folk Society, Inc.;
- Survey Directors whose first terms are ending to determine their availability and interest in serving a second term, and their interest in serving as Officers;
- Draft an initial slate of nominees and officers;
- Maintain a balance in respect to age, gender, geography, and any other factors in order to provide diverse representation on the Board.
- Contact nominees to confirm availability and interest, and to acquaint them with the responsibilities of Service on the Board of Directors;
- Present a slate of new and returning candidates and Officers to the Board of Directors;
- Supervise the voting by secret ballot, including the preparation and distribution, collection, and counting of ballots;
- Certify results of the election;
- Announce election results at one or more of the public events sponsored by Harvest Moon Folk Society, Inc.
- Fill vacancies on the Board and among officers that occur between annual elections.
Article VII – Activities
Section 1. Regular Activities. Harvest Moon Folk Society, Inc. sponsors regular events that are consistent with its purpose as stated in Section 1, Article II.
Section 2. Special Activities. Harvest Moon Folk Society, Inc. may engage in such other activities as are not incompatible with the Status and Purposes of this organization at the discretion of the Board of Directors. Activities that do not relate directly to the Society’s purpose shall not constitute the majority of the Society’s scheduled public events.
Section 3. Attendance. Events sponsored by Harvest Moon Folk Society, Inc. are open to the general public upon payment of any appropriate fees and are promoted in a reasonable and appropriate manner.
Article VIII – Finances
Section 1. Fiscal Year. The fiscal year of Harvest Moon Folk Society, Inc. shall commence on 1 January and end on 31 December of each year.
Section 2. Fees. The fees for attendance at any events sponsored by Harvest Moon Folk Society, Inc. shall be determined by the Board of Directors. Members of the Board of Directors are not exempt from paying these fees.
Section 3. Handling of Funds. All Society funds except those necessary for Petty Cash shall be kept in established bank accounts with proper safeguards and provision for deposit and withdrawal. Only the President and Treasurer shall be permitted to withdraw Society Funds. Any person other than the Treasurer receiving money due Harvest Moon Folk Society, Inc. shall handle such funds only under supervision of the Treasurer, and shall keep a written record of all income and distributions from events sponsored by the Society and deliver this record to the Treasurer or to a depository selected by the Treasurer.
Section 4. Petty Cash. The Treasurer shall be permitted to maintain a Petty Cash fund. Said fund, or portion thereof, may be entrusted to a Board member acting as Cashier at any Society-sponsored event for the purpose of making change. The Board member acting as Cashier shall be required to regularly turn over to the Treasurer all money collected, with a dated statement of receipts and distributions.
Section 5. Working Funds. Should the need of any authorized committee require it to have a working fund, and such is authorized by the Board of Directors, the Treasurer shall issue to the chair of said committee sufficient money to set up such a fund. The committee chair shall keep financial records as directed by the Treasurer, including a detailed quarterly report of all receipts and expenditures. As expenditures are made from a working fund, and suitable receipts or vouchers presented for same, the fund shall be replenished by the Treasurer.
Section 6. Contracts. The Board of Directors may authorize, by Resolution, any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of Harvest Moon Folk Society, Inc. and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no member, officer, agent, or employee of Harvest Moon Folk Society, Inc. shall have any power or authority to bind the Society by any contract or engagement to pledge its credit, or render it liable monetarily for any purpose or to any amount.
Section 7. Expenditures. All expenditures are subject to approval by the Board of Directors. All invoices shall be pre-approved by the Treasurer and be accompanied by a report on the purpose of the expenditure.
Section 8. Compensation for Service. The Board of Directors shall have the power in its discretion to contract for and pay to Society members or other persons rendering professional or extraordinary services to Harvest Moon Folk Society, Inc. affecting the purposes for which the organization is formed, reasonable compensation appropriate to the value of such services. Such payments shall be made by check by the Treasurer.
Section 9. Prohibition Against Sharing in Corporate Earnings. No director, officer, employee, or member of a committee of or person connected with Harvest Moon Folk Society, Inc. shall receive at any time any of the net earnings or pecuniary profit from the operations of the organization, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the organization in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the organization.
Section 10. Annual Financial Report. A current Annual Financial Report shall be prepared and rendered by the Treasurer to the Board of Directors at the end of each fiscal year.
Article IX – Dissolution
Section 1. Cause. In the event that Harvest Moon Folk Society, Inc. should cease to sponsor at least one event and hold at least one Board meeting during the fiscal year, the organization shall be considered inactive, and formal dissolution shall thereby be in order.
Section 2. Procedure. The incumbent Board of Directors shall meet and prepare formal notification of such impending dissolution to the office of the attorney general of the State of South Carolina. The Board shall then abide by the decision rendered by the State. Unless otherwise determined by the State, all assets of Harvest Moon Folk Society, Inc. such as funds, equipment, records, and other properties, shall be transferred to the custody of such other nonprofit organization as shall be agreed upon by the Board of Directors and the State, or the assets shall be sold and the funds thus derived shall be transferred to such an organization.
Article X – Tax Exempt Provisions
Section 1. Limitations on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this Harvest Moon Folk Society, Inc. 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 Bylaws, this corporation shall not carry on any activities not 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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement. No part of the net earnings of this 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 of this corporation.
Section 3. Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, or all debts and liabilities of this corporation shall be distributed for one of more exempt purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to a nonprofit organization for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of South Carolina.
Article XI – Amendment
The Board of Directors of Harvest Moon Folk Society, Inc. shall have power to make, alter, amend, and repeal these Bylaws under the following procedure:
Proposal for change in these Bylaws shall be made at a meeting of the Board, and adopted at a subsequent meeting no sooner than one month after the first meeting, except as otherwise provided by law.
The entire text of the proposed Amendment(s) shall be circulated by the Society Secretary at least one month prior to the meeting at which said Amendment(s) shall be voted upon.
Such proposal shall meet with the affirmative vote of no less than two-thirds of the entire Board of Directors if it is to be officially adopted by the Board.