Friends of the Pioneer Choirs

Article 1 - Organization and Object

Section 1 - Name.

The Corporation shall be known as FRIENDS OF THE PIONEER CHOIRS.

Section 2 - Object and Powers.

A. The Corporation is organized as a Michigan non-profit corporation and shall be operated exclusively for purposes described in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. The Corporation will remain this non-profit status forever. The purposes for which the Corporation is operated are:

(i) to develop, support, and promote vocal music programs at Pioneer High School in Ann Arbor, Michigan; and

(ii) to perform fund raising activities to provide for activities, materials, supplies, services, and other necessities to conduct quality choral performances by Pioneer High School students.

B. The Corporation shall have the power, either alone or with others, to do any lawful act and to engage in any and all lawful activities which may be necessary, useful, desirable, or proper for the furtherance of the purposes for which the Corporation is organized, and to aid other organizations whose activities are such as to further or attain such purposes. Notwithstanding anything contained to the contrary, the Corporation shall exercise only such powers as are in furtherance with the exempt purposes of the organizations set forth in Section 501 (c) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

No part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication of or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 3 - Principal Office.

The principal office of the Corporation shall be located at Pioneer High School, 601 West Stadium Boulevard, Ann Arbor, Michigan 48103. The Corporation may have such other offices, either within or without the State of Michigan, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Article II - Membership of the Friends of the Pioneer Choirs

Section 1 - Membership Categories

A. Regular Members - Regular membership shall be open to all choir member families, choir students, their parents and legal guardians. Also, the choir director(s) and vocal music teacher(s) at Pioneer High School are automatically regular members of the Corporation.

B. Community Members - Community membership shall be open to all persons who are interested in furthering the tradition of quality in the Pioneer High School Choir Program.

C. Honorary Members - Honorary membership shall be open to all persons who render or have rendered a valuable service to the corporation or music in general.

Section 2 - Voting.

Only regular members may vote on any matter brought before the membership. Further, only regular members may be elected to the Board of Directors or appointed as officers of the Corporation.

Section 3 - Meetings.

A. Place of Meetings. All meetings of members shall be held at the principle office of the Corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

B. Annual Meeting. The annual meeting of the membership shall be held at the spring Choir Banquet, or, if the Choir Banquet is not held, at the last regularly scheduled meeting of the fiscal year, for the purpose of electing Directors or Officers and to conduct such other business properly brought before the meeting.

C. Special Meetings. Special meetings may be called by the Board of Directors or by the President, and shall be called at the written request of a majority of the voting membership. The request shall state the purpose or purposes for which the meeting is to be called.

D. Quorum. The voting members present at any duly called meeting of the membership shall constitute a quorum for that meeting.

E. Proxies. Proxies shall not be permitted for members.

F. Voting. Each regular member is entitled to one vote on each matter submitted for a vote of the membership, unless otherwise provided in the Articles of Incorporation. Votes shall be cast orally or in writing, signed by the member, except as otherwise provided in these Bylaws. When an action, other than the election of directors or officers, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast, unless a greater plurality is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors or officers shall be elected by a plurality of the votes cast at any election. Minutes may be approved by an email vote. Minutes will be distributed via email to all regular members who were in attendance at the meeting in question, no later than 72 hours prior to the next scheduled meeting. A written vote by return email or from a member's email address of record will be accepted in lieu of the member's signature. Approval of the minutes shall be authorized by a majority of the votes cast within 48 hours of the email vote being called.

Section 5 - Membership Fees.

The Board of Directors may fix an amount as fees or dues which members may be required to pay initially or periodically as a condition of admission or retention of membership. If fees or dues are so authorized, the Board of Directors shall establish and implement procedures for collection of membership dues.

Article III - Board of Directors

Section 1 - General Powers.

The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2 - Number and Membership

The number of Directors of the Corporation shall be at least five (5). All members of the Board of Directors shall have equal rights and preferences. The Board of Directors shall consist of the Executive Committee, chairpersons of any standing committee, and additional board members that the general membership might choose to elect.

Section 3 - Election of Directors.

At least sixty (60) days prior to the date of the annual meeting of the members, the Board of Directors shall appoint a nominating committee of at least three (3) members of the Corporation. The nominating committee shall, within thirty (30) days of the annual meeting publish to the membership the nomination of at least one (1) person as a candidate for each position on the Board of Directors. The nominating committee may, but is not required to, nominate officers for the corporation. Nomination to the Board of Directors, and nominations for officers, may also be made by any member, either by written notice to the nominating committee, or from the floor at the annual meeting. Directors and officers (if nominated) shall be elected by a plurality of the votes cast at the annual meeting.

Section 4 - Choral Student Representatives.

The nomination and election of one or more Choral Student Representative, to act as liaison between the Pioneer High School student body and the corporation shall be done by the choral classes at Pioneer High School.

Section 5 - Regular Meetings.

Regular meetings of the Board of Directors shall take place at least quarterly, on a day and time determined by the Board at its September regular meeting. The President shall publish a notice of each meeting and an agenda at least one (1) week prior to the date of each regular meeting. All regular meetings shall be open to the membership.

Section 6 - Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. Notice of any special meetings shall be published at least seven (7) days prior to the meetings. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7 - Quorum.

A majority of the members of the Board then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.

Section 8 - Manner of Acting.

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9 - Vacancies.

Any non-elected vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of the Directors.

Section 10 - Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 11 - Conflict of Interest.

A. Any possible conflict of interest with respect to any issue on the part of any director shall be disclosed to the other directors prior to any discussion or action by the Board or a committee of the Board where the issue could become a matter of action. Disclosure may be made verbally to all directors or by way of an annual report of affiliations. A conflict of interest shall be made a matter of record.

B. Any director who has a possible conflict of interest with respect to any matter shall neither vote nor exercise any personal influence in the disposition of such matter. The minutes of the meeting shall reflect the disclosure and the director’s abstention from participation.

C. Although a director with any possible conflict of interest shall not vote or exercise personal influence in the disposition of such a matter, the director shall report fully all pertinent knowledge about the matter and answer freely why a proposed decision or transaction could, or would not, be in the best interest of the Corporation.

D. The President may circulate all directors such questionnaires and other forms as may be necessary to further the policy of this section.

Section 12 - Committees.

A. Executive Committee. The officers of the Corporation shall constitute the Executive Committee. The Executive Committee shall be empowered to act on behalf of the Corporation between meetings of the Board of Directors, except that it cannot reverse a decision of the whole Board of Directors or of the membership. The Choir Directors at Pioneer High School shall automatically be a member of the Executive Committee.

B. Standing Committees. The Board of Directors may also maintain the following standing committees:

- Events Committee

- Fundraising Committee

Article IV - Officers

Section 1 - Classification of Officers: Number.

The officers of the Corporation shall be the following:

- President

- Vice-President

- Recording Secretary

- Treasurer

- Choir Director(s), Pioneer High School

Section 2 - Election of Officers and Term of Office.

Officers not elected by the membership pursuant to Article III of these Bylaws shall be elected by the Board of Directors at its first meeting following the annual meeting of the membership.

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 right, 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 - Duties of Elected Officers

A. President: The President shall be the chief 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 preside over all meetings of the membership or of the Board of Directors at which he/she is present. The President shall also be the Chairperson of the Executive Committee, and shall be an ex-officio member of all other committees of the Board of Directors except the Nominating Committee. The President shall also perform all duties incident to the office of President and such other duties as may be proscribed by the Board of Directors from time to time.

B. Vice-President: In the absence of the President, or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all powers and be subject to all the restrictions upon the President. The Vice President should act as the coordinator of the Concert Clothing Exchange Volunteers, the Robe Dry Cleaning Volunteers, and the Choir Spirit Clothing Volunteers.

C. Secretary: The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in written or electronic form; (b) post all minutes on the school bulletin board or provide a link to electronic version of the minutes; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records; (e) keep a register of the contact information of each member which shall be furnished to the secretary by such member; and (f) in general, perform all duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Secretary should also serve as the Communications Coordinator by overseeing the Slauson and Tappan Liasons as well as the Promotions and Publicity Volunteer.

D. Treasurer: The Treasurer shall in collaboration with the choir director: (a) prepare the annual budget; (b) have charge and custody of and be responsible for all funds and securities of the Corporation; (c) 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 depositors as shall be selected by the Board of Directors; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board of Directors or by the President. If required by the Board of Directors the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors may determine. The Treasurer shall provide an accounting of the Corporation’s financial activity at each meeting of the Board of Directors and an annual accounting by July 15 for publication in the first newsletter or minutes published thereafter.

Article V - Contracts, Loans, Checks and Deposits

Section 1 - Contracts.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2 - 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 3 - 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 by at least two (2) officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4 - Deposits.

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

Article VI - Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July of each year and end on the last day of June of the following year.

Article VII - Waiver of Notice

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Non-Profit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.

Article VIII - Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

Article IX - Use of Funds and Dissolution

The Corporation shall use its funds only to accomplish the objectives and purposes specified by these Bylaws and the Articles of Incorporation, and no part of such funds shall inure, or be distributed to any member or director of the Corporation.

In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no member of director shall be entitled to any distribution or division of its remaining assets, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be distributed to such public charities qualified under Section 501 (c) (3) of the Internal Revenue Code as tax-exempt exclusively for the purposes set forth in Article II of the Article of Incorporation and within the intent of Section 501 (c) (3) of the Internal Revenue Code of 1986, and the Regulations thereunder, as they now exist or are hereafter amended as shall be designated by the Board of Directors.

Article X - Indemnification of Officers and Directors

To the extent allowed by law, the Corporation shall be empowered to indemnify any and all persons who have served at any time as directors or officers, or who, at the request of the Board of Directors of the Corporation may serve or at any time have served as directors or officers or another corporation in which the corporation at such time owned or may own shares of stock and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which they, or any of them, by reasons of being or having been directors or officers of the Corporation, or of such other corporation, except in relation to matters as to which any such director or officers or person shall be adjudged in any action, suit, or proceeding to be liable for his/her own negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under law, the Corporation’s Articles of Incorporation, these Bylaw, agreement, vote of directors, or otherwise.

These By Laws of Friends of the Pioneer Choirs were adopted 1992 and initialed by the officers and incorporators: R.S.H., M.B.B., A.G., J.L.C.

Revised and unanimously approved on 10/04/2016 by the FoPC executive board.