BY-LAWS OF THE HAWAI’I CONCERT SOCIETY

ARTICLE ONE Name

Section 1. This corporation shall be known as the HAWAI’I CONCERT SOCIETY.

ARTICLE TWO Purpose

Section 1. This corporation shall be a non-profit organization organized to bring to the island of Hawai’i music and dance events of value, to stimulate interest in music and dance, to encourage greater participation in musical and dance events, to actively support music and dance education, and to engage, participate, and contribute to the welfare of the community of the Island of Hawai’i.

ARTICLE THREE Membership

Section 1. There shall be six classes of members: Contributing; Sustaining; Donor; Patron; Benefactor; Society Sponsor.

Section 2. The annual dues shall be set by the Board of Directors for each class of membership. Membership shall be open to all persons, agencies, firms, and organizations. All individual members as well as any person representing any non-individual member, present at a general meeting, will be entitled to vote on all questions presented for decision. Other than agencies, firms, and organizational members, no member may vote by proxy.

ARTICLE FOUR Executive Officers and Directors

Section 1. The Board of Directors shall be composed of the five executive officers, other directors with defined duties, and at-large directors with unspecified duties, as are elected annually by the general membership. The defined duties for the next year shall be determined by the Board of Directors prior to the appointment of the Nominating Committee.

Section 2. There shall be five executive officers: a President, two Vice Presidents, a Secretary, and a Treasurer.

Section 3. The Board of Directors shall have charge of the affairs of this corporation and shall prescribe the policies of this corporation. The control and management of the corporation shall be vested in the Board of Directors.

Section 4. Each officer and director must be a member of the Hawai`i Concert Society.

Section 5. No member of the Board of Directors may supervise or have any influence over the recruitment of, hiring of, or payment to a relative to perform tasks on behalf of the Hawaiʻi Concert Society.

Section 6. Members of the Board of Directors shall serve without compensation, financial or material.

ARTICLE FIVE
Principal Duties and Powers of the President

Section 1. It shall be the duty of the President to preside at all meetings of the Board of Directors and the membership.

Section 2. The President shall appoint the chairpersons of all committees, subject to approval of the Board of Directors.

Section 3. The President may remove any chairperson of any committee or board member with the approval of a majority of the Board of Directors.

ARTICLE SIX
Principal Duties and Powers of the Vice Presidents

Section 1. It shall be the duty of the Vice Presidents to cooperate with and assist the President.

Section 2. In the absence of the President, the First Vice President shall perform duties and act on behalf of the President, and in the absence of the President and First Vice President, the Second Vice President shall perform the duties and act on behalf of the President.

ARTICLE SEVEN
Principal Duties and Powers of the Secretary

Section 1. The Secretary shall take the minutes of all meetings of the membership and of the Board of Directors, publish them to the Board of Directors in a timely manner, and enter the same in an archive of records, certified as correct by his/her signature.

Section 2. The Secretary shall handle communications pertaining to the activities of the corporation as the President or Board of Directors may prescribe.

ARTICLE EIGHT
Principal Duties and Powers of the Treasurer

Section 1. The Treasurer shall be responsible for conducting the financial affairs of the corporation as authorized by the board.

Section 2. The Treasurer shall distribute to the board reports of corporate finances in a timely manner as required by the board.

ARTICLE NINE Penalties and Removals

Section 1. Failure by a board member to disclose any conflict of interest may result in dismissal of the offending board member from the Board.

Section 2. Any director failing to attend three consecutive meetings or failing to participate in the activities associated with three consecutive music or dance events presented by the corporation, without good and sufficient excuse, shall be considered to have tendered his/her resignation, and the Board of Directors may accept same.

Section 3. The Board of Directors, by a vote of two-thirds of the total membership of the Board, at a regular meeting, may remove any officer or director.

Section 4. Any director removed in accordance with the provisions of Sections 1 or 2 of this article, and any officer or director removed in accordance with the provisions of Section 3 of this article, will be replaced in accordance with the provisions of Article Fourteen, Section 6, of these By-Laws.

ARTICLE TEN Directors Meetings

Section 1. The time, place, and frequency of meetings shall be fixed by the President. The President shall notify or cause to be notified all board members of the meeting place, date, and hour.

Section 2. No fewer than three members of the Board of Directors shall constitute a quorum.

Section 3. Special Directors meetings may be called at the request to the President by at least five Directors.

Section 4. The Board of Directors shall meet at least once every four months.

ARTICLE ELEVEN Committees

Section 1. The Board of Directors may designate one or more committees, each consisting of two or more directors, as needed.

Section 2. Committees will report their findings or recommendations to the board in a timely manner.

ARTICLE TWELVE Membership Meetings

Section 1. The membership meetings of this organization shall be regular and special.

Section 2. A regular membership meetings of the Hawai’i Concert Society shall be annually as fixed by the Board of Directors.

Section 3. Special membership meetings of the Hawai’i Concert Society shall be held either when called by the President at his/her own wish or by the President upon written application of not less than one-third of the membership.

Section 4. Ten percent of the membership shall constitute a quorum at any regular or special membership meeting, and no business shall be carried on without a quorum present.

Section 5. The time and order of business of all membership meetings shall be fixed by the President.

Section 6. Notice of regular and special membership meetings shall be at least forty-eight hours prior to the holding of such meetings.

ARTICLE THIRTEEN

Nominations and Votes
Section 1. Within sixty days prior to the annual meeting, the President shall appoint a Nominating

Committee of at least two (2) members for the purpose of selecting officers and board members for the ensuing year. At least one member of the Nominating Committee shall not be an officer of the Board. The President shall not be a member of this committee.

Section 2. The Nominating Committee shall select candidates for the offices of President, Vice Presidents, Secretary, Treasurer, and the Board of Directors.

Section 3. The Nominating Committee shall report its choice of candidates for all elective offices at the annual general membership meeting. Nomination for any elective office may be made from the floor at this meeting.

ARTICLE FOURTEEN Elections

Section 1. The annual election shall be held at a regular membership meeting of the Hawai’i Concert Society in each year.

Section 2. Any candidates who are not successful in running for office may be nominated to other elected offices.

Section 3. Voting shall be done by secret ballot, except where only one candidate is on the slate, in which case open balloting may take place.

Section 4. Balloting shall be done either for the entire slate, or if requested by any attending member, for one office at a time in the following sequence: President, First Vice President, Second Vice President, Secretary, Treasurer, Directors, or for the entire slate.

Section 5. At the annual election the Secretary shall announce to the membership the results of the election. The newly elected officers and directors shall take office immediately upon election and shall serve for a term of one year or until their successors are duly elected.

Section 6. The Board of Directors shall fill the unexpired term of any officer or director by electing a successor by a majority vote of the directors present at a regular Board meeting. If the Board elects one of its members to fill a vacancy, the Board shall elect a replacement for the newly created vacancy on the Board from the general membership.

Section 7. All officers and directors shall be elected by the plurality of the highest number of votes cast.

Section 8. Any office or position created after the annual election shall be filled by the Board of Directors by a majority vote of the directors present, and such officer shall hold office until a successor is duly elected.

ARTICLE FIFTEEN Fiscal Year

Section 1. The Fiscal Year shall begin on July 1 of each year and shall terminate on June 30 of each succeeding year.

ARTICLE SIXTEEN Rules

Section 1. Robert’s Rules of Order Newly Revised shall govern all meetings of the Board of Directors and membership unless otherwise provided by the rules of this organization.

Section 2. By concurrent actions of the Board of Directors and membership, rules may be adopted for the purposes of regulating procedures of meetings and governing the conduct of the membership.

ARTICLE SEVENTEEN Amendments

Section 1. These By-Laws may be amended at any membership meeting by the affirmative vote of two- thirds of the members present.

We, the undersigned, hereby certify that the preceding is a true, full, and accurate copy of the By-Laws, duly adopted by the Hawai’i Concert Society in Hilo, Hawai’i.

(signed) _________________________________, President

(signed) ________________________________, 1st Vice President