members portal menu

is at the bottom of the page

Bylaws

This is the Bylaws of The Southern Violin Association, a North Carolina nonprofit entity, designed to govern Association affairs from and after adoption by its Directors and members at the inaugural general membership meeting of 19th of May, 2012. 

Article 1 – Organization 

§ 1.1 – Name and Association. The name of the organization is “The Southern Violin Association” (or the “SVA”). The SVA is organized under and subject to the North Carolina Nonprofit Organization Laws, including all amendments (the “statute”). 

§ 1.2 – Location. The Association will continuously maintain a registered office in North Carolina and may also maintain other offices in North Carolina or other states, as determined by its Board of Directors from time to time. 

§ 1.3 – Purpose. The SVA operates exclusively for charitable and educational purposes within the meaning of § 501(c)(3) of the Internal Revenue Code, including all amendments (the “Code”). Specifically the SVA promotes the art and science of making, repairing and preserving musical instruments of the violin family and their bows, including study of the history, players, literature, materials, construction practices and acoustics of such instruments. The Association holds makers’ competitions, furthers research, publishes papers and journals and sponsors assemblies of violin experts, makers and players. The term “violin” includes reference to violas, cellos, basses, their bows and related stringed instruments played with a bow. 

§ 1.4 – Limitations. No part of the net earnings or property of the Association will inure to the benefit of any private shareholder or individual; but the Association may pay reasonable compensation for services rendered to it and make payments and distributions in furtherance of its purposes under § 1.3. No substantial part of the Association’s activities will consist of propagandizing or otherwise attempting to influence legislation; and the Association will not participate or intervene in, or publish or distribute statements relating to, any political campaign on behalf of or against any candidate for public office. The Association will not engage in any activities not permitted an Association that is tax exempt under §501(c)(3) of the Code or that receives contributions deductible under § 170(c)(2) of the Code. 

§ 1.5 – Policy of nondiscrimination. The SVA does not discriminate on the basis of race, disability, creed, sex, color or national or ethnic origin in any of its policies, practices or procedures. 

Article 2 – Members 

§ 2.1 – Definition of “member”. Each person who supports the purposes of the SVA and has paid all membership dues required by the Board of Directors at the time of reference shall be a member of the Association. Membership terminates on death, resignation, failure to pay dues after reasonable notice or for cause, if the Board decides termination of a particular membership is for the best interests of the SVA. 

§ 2.2 – Members’ rights. SVA members have the right to elect the Board of Directors, to nominate Board members, and to amend the Bylaws. 

§ 2.3 – Manner of acting. Members may vote in person at a Biennial meeting or by written ballot. A quorum for any meeting of members shall be the number of persons present at the meeting whether in person or by written ballot. The act of a majority of the members present at a meeting shall be the act of the membership of the SVA. 

§ 2.4 – Biennial meetings of members. A Biennial meeting of members shall be held during even numbered years so not to conflict with the Violin Society of America Biennial convention (non-competition years).   The purpose of each meeting shall be to elect Directors and conduct any other business specified by the Board of Directors in the notice of the meeting. At least 20 days prior written notice of the time, place and purpose of eachmembers’ meeting shall be given to the membership. 

§ 2.5 – Board nominations. The Board will include in the notice of each Biennial meeting of members a slate of nominees to fill the number of Board positions becoming vacant at the time of the meeting. Additional nominations may be made by the members by written notice signed by 5 or more members and received at the SVA business office not later than 30 days before the Biennial meeting. Each nominee must have agreed in advance to serve if elected. If more persons are nominated than there are vacancies to be filled, the nominees receiving the highest number of votes shall be elected to fill the vacancies.   The only exception to these rules will be the inaugural meeting in May 2012.

Article 3 – Board of Directors 

§ 3.1 – Powers of the Board. The business, property and affairs of the SVA shall be managed by or under the direction of its Board of Directors (the “Board” or, individually, a “Director”). The act of the Board in accordance with these Bylaws shall be the act of the Association. 

§ 3.2 – Number and tenure of Directors. The number of Directors comprising the Board (a) shall be not less than 5 and not more than 9, (b) shall be determined by the Board at an annual meeting, and (c) once determined, may be changed only at a subsequent annual meeting. Each Director shall be a member of the Association and shall hold office until his or her successor has been elected or until his or her earlier death, disability, resignation, removal or failure to maintain membership status. Directors shall be elected for a 4–year term beginning at the time of election with approximately 1/2 of the Directors to be elected at each Biennial meeting of members to fill the Board vacancies occurring at that time. No person shall serve more than 2 consecutive full terms as a Director; provided, that this 8-year term limit shall apply only to Directors who are elected in the year 2014 or later. Failure of a Director to attend 3 consecutive regular meetings of the Board shall constitute notice of resignation from the Board, which shall be accepted or rejected by the Board at its next meeting. “Disability” means the inability to give prompt and intelligent consideration to business matters, as determined by the Board. 

§ 3.3 - Regular meetings of the Board. A regular meeting of the Board shall be held each year and during may be held during the SVA convention (the “annual meeting”). The Board shall provide by resolution the time and place for holding 1 or more additional regular meetings each year. At least 10 days prior notice of the time and place of each regular meeting shall be given to each Director. 

§ 3.4 – Special meetings of the Board. Special meetings of the Board may be called by the President or any 2 Directors by notice to each Director at least 5 days prior to the meeting specifying the time, place and purpose of the meeting. 

§ 3.5 – Quorum. At any meeting of the Board a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business; provided, that if a quorum is not achieved, a majority of the Directors present may adjourn the meeting to another time and place without further notice. 

§ 3.6 – Manner of acting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board unless a greater number is required by statute or these Bylaws. Directors must be present at a meeting in order to vote and may not vote by proxy. 

§ 3.7 – Presumption of assent. A Director present at a meeting shall be conclusively presumed to have assented to any Board action taken at the meeting unless his or her abstention or dissent is entered before the end of the meeting, as recorded in the minutes. A Director who votes in favor of any action taken by the Board may not later dissent, unless the Board votes to reconsider the action. 

§ 3.8 – Action taken without a meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a written consent to such action is signed by all Directors entitled to vote with respect to such action. 

§ 3.9 – Resignation and removal of Directors. A Director may resign at any time by giving written notice to the Board. A Director may be removed at any time, with or without cause, by a majority of the Directors then in office if the Board deems such action to be for the best interests of the SVA; provided, that a Director may not be removed at a special meeting of the Board unless notice of the proposed removal is given to all Directors at least 10 days prior to the meeting. 

§ 3.10 – Vacancies. Any Board vacancy, including vacancies due to an increase in the number of Directors on the Board, may be filled on an interim basis by Board appointment at any meeting, the appointee to act until the next Biennial meeting of members. 

Article 4 – Officers 

§ 4.1 – Officers. The officers of the SVA shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom must be Directors. The Board may name additional officers, such as Assistant Secretary or Assistant Treasurer, who may but need not be Directors. Each officer will serve, and exercise all powers of the office, subject to the direction and control of the Board. 

§ 4.2 – Election of officers – tenure. The Board shall elect officers for a 2-year term during the portion of its annual meeting after each Biennial meeting of members. Each officer shall hold office until his or her successor has been elected or until his or her earlier death, disability, resignation or removal. Any officer may resign at any time by written notice to the Board and may be removed by the Board, with or without cause, whenever the Board determines such action to be for the best interest of the SVA. Officer vacancies may be filled and offices may be created or terminated by the Board at any meeting. 

§ 4.3 – President. The President shall be the chief executive officer of the Association and chair all meetings of the members, Board and Executive Committee. The President shall have general supervision of the business and affairs of the Association and shall have and perform all powers and duties incident to the office and any others assigned by the Board. 

§ 4.4 – Vice Presidents. If 2 or more Vice Presidents hold office, they shall be ranked as First Vice President, Second Vice President, etc. Each Vice President shall have and perform all powers and duties incident to the office and any others assigned to him or her by the President or the Board. Whenever the President is absent or unable or unwilling to act, the ranking Vice President who is present, willing and able to act shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions imposed on, the President. 

§ 4.5 - Secretary. The Secretary shall keep a written record of all proceedings of the members, Board and Executive Committee, see that all notices are given in accordance with these Bylaws and applicable law, maintain all membership records, have custody of corporate records and have power to certify copies of the Bylaws, Board and Executive Committee resolutions and other corporate documents as true and correct. The Secretary shall have and perform all powers and duties incident to the office and any others assigned to him or her by the President or the Board. With Board approval the Secretary may delegate any custodial or ministerial powers and duties to an Assistant Secretary or other person as may be appropriate for the effective conduct of the affairs of the Association.

§ 4.6 – Treasurer. The Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the SVA, have charge and custody of all funds, securities and other property of the SVA and be responsible for the receipt, investment and disbursement thereof. The Treasurer shall have and perform all powers and duties incident to the office and any others assigned to him or her by the President or the Board. With Board approval the Treasurer may delegate custodial or ministerial powers and duties to an Assistant Treasurer or other person as appropriate for effective conduct of the affairs of the SVA. 

Article 5 – Committees 

§ 5.1 – Executive Committee. The Executive Committee shall consist of all Director officers of the SVA acting at the time of reference and may include other members of the Board appointed by the Board. The Executive Committee shall plan the direction of the SVA and make recommendations to the Board. § 5.3 and § 5.4 apply to the Executive Committee as well as to other committees. 

§ 5.2 – Other committees. The Board may establish one or more additional standing committees or ad hoc committees for particular purposes. Each Board committee shall be chaired by a Director and shall consist of one or more Directors and other persons and operate in such manner as the Board shall determine. There are 3 standing committees of the SVA in addition to the Executive Committee:

Nominating Committee: presents to the Board for approval a list of nominees to be submitted to the SVA members at each Biennial meeting of members to fill the Board positions becoming vacant at that time. The Nominating Committee also recommends a slate of officers to each new Board at its first meeting after each Biennial meeting of members. 

Membership Committee:  recommends to the board on policy of membership categories, assists in soliciting and expanding membership.  Also solicits industry participation and sponsorship, and determining how those sponsors are to be rewarded.

Scholarship Committee: recommends to the Board scholarship policy and budget and a list of persons to receive scholarships. 

Communications Committee:  maintains organization website, publishes journals and proceedings, and maintains in association with membership committee, a database of member contact information.

Finance Committee: chaired by the Treasurer, presents an annual budget to the Board for approval and recommends financial and investment policies and procedures to the Board.

§ 5.3 – Manner of acting - powers. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. When a committee consists of 3 or more persons, a majority of the committee members acting at the time of reference shall constitute a quorum. Committee members must be present at a meeting in order to vote and may not vote by proxy. Each committee shall meet as often as necessary to fulfill its function, upon call by its chair with reasonable prior notice to all its members. Committees shall not have Board powers and shall be responsible to and report to the Board, except to the extent the Board provides otherwise. Committees (other than the Executive Committee) may be created or terminated by the Board at any meeting.

§ 5.4 – Resignation and removal of committee members – vacancy. A committee member may resign at any time by written notice to the Board. A committee member may be removed by the Board at any time, with or without cause, whenever the Board determinessuch action to be for the best interests of the SVA. Committee vacancies may be filled by the Board at any meeting. 

§ 5.5 – Advisory bodies. The Board may create, and appoint persons to, one or more honorary, advisory or support groups, which may or may not have Directors as members. Such groups may make recommendations to the Board or Executive Committee or carry out activities in support of the SVA, as authorized by the Board. 

Article 6 – Indemnification and insurance 

§ 6.1 – Indemnification. The Association will indemnify all its Directors, officers, employees and other agents against, and hold them harmless from, payment of all liabilities and expenses they may be subject to or threatened with, to the fullest extent permitted and in the manner provided by statute. 

§ 6.2 – Advance payment of expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the SVA in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by the person sued to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the SVA as authorized in this Article 7. 

§ 6.3 – Article not exclusive. Indemnification pursuant to this Article shall not be deemed exclusive of any other rights to which the person seeking indemnification may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while the person is acting as a Director, officer, employee or agent of the SVA. Any right to indemnification under this Article shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. 

§ 6.4 – Insurance. The SVA may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the SVA against any liability asserted against or incurred by such person arising out of his or her status as such, whether or not the SVA would have the power to indemnify such person against such liability under the provisions of this Article 7. The SVA may also purchase and maintain insurance against any liability asserted against or incurred by it. 

Article 7 - General provisions 

§ 7.1 – Execution of documents. The Board may direct how written instruments authorized by the Board shall be signed on behalf of the Association. In the absence of specific directions to the contrary, all such documents certifying the nature and contents of corporate actions and records shall be signed by the President or the Secretary, all such documents receipting for, disbursing, transferring or accounting for corporate funds and assets shall be signed by either the President, Treasurer or Assistant Treasurer, and all such documents in the nature of corporate tax returns, reports, contracts or agreements shall be signed by either the President, Treasurer or Assistant Treasurer. 

§ 7.2 – Fiscal year. The SVA fiscal year shall begin on January 1 and end on December 31.

§ 7.3 – Records and meetings open. Any SVA member may examine any SVA records, including membership records, minutes of meetings and contracts (other than contracts whose terms preclude public disclosure) at the SVA business office during normal business hours upon reasonable prior notice to that office. In general, members may attend Board meetings as non-participating observers, but the Board may elect to close a meeting and exclude non-Directors when dealing with sensitive issues such as litigation or personnel matters. 

§ 7.4 – Notice. Any notice required to be given to any person shall be sent to the last address of that person shown on the sender’s records and shall be deemed delivered (a) if by mail, on the day the notice is deposited in the U.S. mail with postage prepaid, or (b) if by facsimile transmission, on the date shown in the facsimile confirmation sheet retained by the sender. Notice may also be given (c) to members by inclusion in the SVA Newsletter or equivalent mailed to the membership or (d) to the Board and Board committee members by electronic mail, to be deemed delivered at the time transmitted. Any notice requirement is met if a written waiver of the notice is signed by the person entitled to the notice, whether the waiver is before or after any time stated in the notice. Attendance at a meeting shall constitute waiver of notice of the meeting, unless the person attends to object to the transaction of business on the grounds that the meeting was not lawfully called or convened. 

§ 7.5 – Attendance at meetings electronically. Directors and members of Board committees may participate in any meeting through use of a conference telephone, video or computerized hook-up or other device whereby all persons participating in the meeting canhear or otherwise communicate with each other simultaneously; and such participation shall constitute presence in person at the meeting. 

§7.6 – Conflicts of interest. “Financial interest” means an ownership or investment interest in any property or matter with which the Association has a transaction or arrangement, or any compensation arrangement with the Association, or a potential ownership or investment interest in or compensation arrangement with any person or entity with which the Association may have a transaction or arrangement. Any person who has a direct or indirect financial interest in any transaction with the Association under consideration by the Board must disclose the nature of that interest and, if a Director, may be counted for quorum purposes and make a presentation to the Board but must then leave the meeting during the discussion of and vote on the transaction; and the Board may approve the transaction, despite the financial interest of the person, if the Board believes that it is for the best interests of the Association and that a more advantageous transaction of a comparable nature cannot be obtained by other means. The fact that a person is engaged in a business related to violins shall not affect that person’s eligibility to be an officer or a member of the Board or a committee. 

Article 8 – Amendment of Bylaws 

§ 8.1 – Bylaw amendment or repeal. These Bylaws may be amended or repealed and new Bylaws adopted (a) by the SVA members at any Biennial meeting of members or (b) by the Board at any Board meeting, if notice of the intent to amend or repeal is given as part of the notice of the meeting. The text of any amendment proposed prior to the notice shall be included in the notice, but amendments may be clarified or modified and new amendments proposed at the meeting. 

§ 8.2 - Contents of Bylaws. The Bylaws may contain any provision for the regulation and management of the affairs of the Association not inconsistent with the Articles of Association and applicable law. 

Article 9 – Dissolution 

§ 9.1 – Power to dissolve. The Board may dissolve the Association in the manner and subject to the conditions provided by the statute. 

§ 9.2 – Disposition of assets on dissolution. If the Association is dissolved, any assets in excess of its obligations shall be distributed to other organizations exempt under § 501(c)(3) of the Code that are engaged in activities similar to those of the Association, as determined by the Board; but if the Board fails to distribute the assets on dissolution as above provided, the assets shall escheat to the State of North Carolina for public purposes.

Certification of Bylaws

I certify that the attached copy of the Bylaws of the Southern Violin Association consisting of  8 pages, including an introductory paragraph and §§1.1 through 9.2, inclusive, is a true and complete copy of the SVA Bylaws, as adopted by the SVA members at their Inaugural Meeting on May 19, 2012, in Duluth, Georgia

___________________________________Secretary Southern Violin Association