By-Laws | Concert Singers of Cary

ARTICLE I: Name, Mission, Vision and Office

Section 1. Name
This corporation shall be known as “Concert Singers of Cary,” hereinafter called “the corporation”.

Section 2. Mission
The primary mission of Concert Singers of Cary is to:

1. Enrich our community through the performance of outstanding vocal music from all traditions
2. Reward our audiences with choral programs that elevate, provoke, and entertain
3. To inspire excellence in performance by welcoming challenge, discovery, and diversity
4. And to enthusiastically support and promote the performing arts in the Research Triangle Region.

Section 3. Vision

1. Concert Singers of Cary is a community of vocal artists. We gather to share the joy of music and to pursue performance excellence. We offer members a platform for growth and a haven of support, friendship, diversity, and opportunity. We offer our audiences the fruits of hard work and outstanding presentations.
2. We remain faithful to the dream of our Founders. They prized innovation and new perspectives and believed that a premier chorus would become the hallmark of a new, technology-oriented, urban community. We are an important part of that community. And we intend, as one of the Triangle region’s foremost arts organizations, to set the standard in programming, education, membership development, and wise management of resources.
3. We aspire to the highest expression of musicality. This development is rooted in the symphonic ensemble. While we evolve chamber and auxiliary choruses in fulfilling our mission, we believe that participation in and commitment to the symphonic ensemble is the best way to develop the confidence and capability of the choral artist and a distinctive and expressive voice of the whole.

Section 4. Office and Address
The principal office and address of the corporation shall be 109 Bell Vista Drive, Cary, North Carolina, 27513-2729. The corporation may also establish offices at other such places as the Board of Directors may designate.
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ARTICLE II: Board of Directors

Section 1. Authority
The corporation shall be governed by a Board of Directors. The Board of Directors shall retain authority in matters of finance, fundraising, marketing, community relations, and administrative policy.

Section 2. Composition, Tenure and Qualifications

A. The Board of Directors shall be composed of not less than five nor more than fifteen Directors as determined by the Board of Directors.
B. Members of the Board of Directors shall be elected for a two-year term and may serve no more than three consecutive terms.

i. A minimum of three Directors shall be elected by the membership at their annual meeting no later than April 30th of each year, except in the first April following adoption of these By-Laws, when a minimum of five directors shall be elected.

1. A slate of candidates shall be presented by the Nominating Committee, as described in Article III.5.v.
2. Additional nominations shall be entertained from the floor.
3. Presentations by or on behalf of candidates may be entertained in a manner determined by the Board of Directors.

ii. The Chairman of the Chorus Committee shall be counted as a voting member of the Board of Directors and shall be exempted from the fundraising provision in II.2.D. above.

C. Voting Directors shall not receive any compensation for their service as Directors.
D. Elected Directors shall be responsible for raising or contributing a minimum of $1,000 per annum.
E. Directors are immune individually from civil liability for monetary damages, except to the extent covered by insurance, for any act or failure to act arising out of this service in accordance with Chapter 55A Section 28.1A of the North Carolina Statutes.

Section 3. Vacancies
Vacancies on the Board of Directors may be filled by a simple majority vote of the Board of Directors provided there is a quorum present. A Director elected to a vacancy shall serve for the remaider of the unexpired term.

Section 4. Removal of Directors

A. Any Director may be removed from office by the affirmative vote of two-thirds of the full Board of Directors voting at any Regular or Special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy for its objectives, or for refusal to render reasonable assistance in carrying out its mission.
B. A Director requesting removal of another Director shall submit a written request to the President of the Board of Directors.
C. Any such Director proposed to be removed shall be entitled to at least five days notice in writing of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
D. Any Director removed shall be ineligible for re-election to fill any Board of Director vacancy for a period of one complete fiscal year.

Section 5. Meetings

A. The Board of Directors shall meet periodically during each fiscal year.
B. The Board of Directors shall meet not less than six times and shall meet at least once in any sixty-day period.

i. An Annual Meeting shall be held in the month of June of each fiscal year for the purposes of receiving a report by the Executive Director on the financial condition of the corporation and conducting any other business as determined by the Board of Directors.
ii. Written or printed notice stating the time and place of the Annual Meeting of the Board of Directors shall be delivered not less than ten nor more than thirty days before the date of the Annual Meeting, either personally or by mail, by or at the direction of the President, the Secretary, or other person(s) calling the meeting. If mailed, such notice shall be directed to the members of the Board of Directors at their address as it appears on the books of the Corporation, unless they shall have filed with the Secretary of the Corporation a written request that notices intended for him/her be mailed to some other address, in which case it shall be mailed to the address designated in such request.
iii. Whenever any notice is required to be given to any Director or other person under the provisions of these Bylaws, The Articles of Incorporation or other applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

C. Special meetings of the Board of Directors may be called at the request of the President or any three members of the Board.
D. The Board shall meet at the principal office of the corporation or at any other place designated in the notice of meetings or agreed upon by a simple majority of the Board of Directors.
E. Written or printed notice stating the time and place of regular meetings of the Board of Directors shall be delivered not less than five days before the date of the regular meeting of the Board to all members of the Board of Directors, either personally or by mail, in accordance with the provisions of the immediately foregoing paragraph.
F. In the case of a special meeting of the Board of Directors, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an annual or a substitute annual Meeting, or regular Meeting of the Board of Directors, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is required by the provisions of the North Carolina Non-Profit Corporation Act.
G. Attendance by a Director at an annual, regular, or a special meeting of the Board of Directors 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.
H. At all meetings of the Board of Directors, either annual, regular, or special, one-half plus one of the members of the Board of Directors shall constitute a quorum.
I. Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all members of the Board of Directors whether present at, or absent from said meeting at which the action was taken. Such action must be filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
J. All regular, special, and annual meetings of the Board of Directors shall be open to the public. The Board of Directors reserves the right to designate certain business at these meetings for executive session provided such business concerns financial or personnel matters.

Section 6. Voting

A. Each Director may cast one vote on any motion before the Board of Directors.
B. Voting shall be by a voice vote or by a show of hands unless more than one-half of the Directors present at a meeting where there is a quorum shall demand, prior to the voting on any matter, a ballot vote on that particular matter.
C. A member may cast a proxy vote on any matter that comes before the Board of Directors by providing a written permission to any other member of the Board of Directors.

Section 7. Officers The officers of the Board of Directors shall consist of a President, Treasurer and Secretary and other such officers as the Board of Directors may, from time to time, elect.

A. The Board of Directors shall elect its officers at the first meeting of each fiscal year for a term of one year.

The Treasurer need not be a member of the Board of Directors but upon election shall be counted as a voting member of the Board of Directors and shall be exempted from the fundraising provision in II.2.D. above.

B. Vacancies may be filled by a simple majority vote of the Board of Directors, provided a quorum is present.

i. If there is a vacancy for President, the Secretary shall act as President until such time as a successor is elected.

C. Any officer may be removed by a two-thirds vote of the Board of Directors.
D. No officer may act or vote in more than one capacity where action of two or more Officers is required.
E. The President shall:

i. Preside at meetings of the Board of Directors
ii. Appoint committee chairs and committee members
iii. Perform such duties as may be assigned to him/her by the Board of Directors.

F. The Treasurer shall:

i. Have custody of all financial records, funds, and securities belonging to the corporation and shall receive, deposit, or disburse the same under the direction of the Board of Directors.
ii. Keep full and accurate accounts of the finances of the corporation.
iii. Cause a true statement of the assets and liabilities of the corporation as of the close of each fiscal year, all in reasonable detail, to be made and filed at the corporation’s principal office within two months after the end of each fiscal year.
iv. Be responsible for all cash disbursements and collection of receipts keeping a detailed ledger of all receipts and disbursements of funds by the corporation, which ledger shall be kept at the principal office of the corporation or such other place as is authorized by the Board of Directors, and which shall be open to inspection by any member of the Board of Directors and by any others having a legitimate interest in the information contained therein.
v. Be responsible for overseeing the disbursement of restricted funds in accordance with donor or grantor instructions. Be responsible for maintaining an appropriate fund balance in a cash reserve fund determined by the Board of Directors, and shall be responsible for the preparation of all city, state, and federal tax returns/forms.

G. The Secretary shall:

i. Keep accurate meetings of the Board of Directors and its committees
ii. Give all notices required by law.
iii. Have charge of the Corporation’s records.
iv. Be the custodian of the seal of the corporation and see that the seal is duly authorized.
v. Keep a register of the mailing and electronic mail addresses of all members of the Board of Directors.
vi. Perform all duties incidental to the office of Secretary and such other duties as shall be assigned to him/her from time to time by the President or by the Board of Directors.
vii. In the absence of the President, or in the event of his or her inability or refusal to act, serve as President and possess all the powers of the President and be subject to the same restrictions upon the President, unless otherwise determined by the Board of Directors.

Section 8. Standing Committees

A. The Board of Directors may establish standing committees as provided in Chapter 55A Section 23 of the North Carolina Statutes.

i. As required in said statute, no standing committee shall have authority as to:

a. The dissolution, merger or consolidation of the corporation; the amendment of the charter of the corporation; or the sale, lease or exchange of all or substantially all of the property of the corporation.
b. The designation of any such committee or the filling of vacancies in the Board of Directors or in any such committee.
c. The amendment or repeal of the By-Laws, or in the adoption of new By-Laws.
d. The amendment or repeal of any resolution of the board which by its terms shall not be amendable or repealable.

B. Each member of the Board of Directors shall serve on at least one but no more than two standing committees, and may serve as chair of only one standing committees.
C. Each standing committee shall have at least three members.
D. Persons other than Directors may serve as members of standing committees, but shall not be entitled to vote on business before the Board of Directors.
E. All Committee(s) shall keep regular minutes of the proceedings of their meetings and shall report the same to the Board of Directors. In addition, a copy of said minutes shall be given to the Secretary to file with the official records of the corporation.
F. The standing subcommittees of the Board of Directors may include:

i. The Audit committee shall assist the board in fulfilling oversight responsibilities by reviewing the financial information that will be presented to the public, the systems of internal controls, and the audit process. Specific responsibilities include:

a. Select and engage the independent accountants (auditors) for the annual audit. Review and approve any fees paid to the independent accountant.
b. Consider the audit scope and procedural plans.
c. Ask management and the independent accountant about significant risks and exposures and assess steps to minimize them.
d. Review adequacy of internal controls and recommend improvement.
e. Shortly after the annual examination review the annual financial statements and related footnotes, and the independent accountant’s report
f. The auditors judgment about the appropriateness of accounting principles and financial disclosures and underlying estimates.
g. Review financial filings with regulators and major tax filings.
h· Review legal and regulatory matters that may have a material effect on the organization’s financial statements, compliance policies and programs.

ii. The Community Relations committee which shall establish useful relationships with other organizations and entities. The chair of the Marketing Committee shall be designated Vice President of Community Relations.
iii. The Development committee which shall solicit individual gifts, sponsorships and grants, and prepare an annual financial development plan. The chair of the Development Committee shall be designated Vice President of Development.
iv. The Finance committee which shall propose an annual budget, determine investments for corporate funds, and propose financial control standards and procedures. The chair of the Marketing Committee shall be designated Vice President of Finance.
v. The Marketing committee which shall determine a marketing and promotion plan on behalf of all corporate activities, approve all promotional materials, press releases, and official publications. The chair of the Marketing Committee shall be designated Vice President of Marketing.
vi. The Planning committee which shall work with the Artistic Director to develop programming concepts and to establish a strategic plan.

G. The Standing Committees shall have the same power to act without a meeting as is provided in 2.5.I. with respect to the Board of Directors.

Section 1. Authority
A Chorus Committee shall be established to manage certain administrative and artistic affairs of the corporation as determined by the Board of Directors.

Section 2. Composition

A. The Chorus Committee shall consist of at least eight and no more than twelve members who shall serve a term of one year.
B. At least four but no more than six members shall be elected at large from among the performing membership at a meeting of the membership held no later than April 30th of each year.
C. Four members shall be appointed by the Artistic Director who shall additionally serve as Section Leaders.

i. There shall be one Section Leader for each vocal section.
ii. Section Leaders shall:

a. Maintain section attendence and contact records.
b. Report attendence problems to the Artistic Director.
c. Keep the section membership informed as needed on matters before the performing membership.
d. Make director’s markings available to section membership.
e. Assist in the distribution of sheet music and properties.
f. Carry out other duties and responsibilities as directed by the Artistic Director and/or Chorus Committee.

Section 3. Officers

A. The Chorus Committee shall elect its officers at the first meeting held in each term.
B. The officers of the Chorus Committee shall be a Chairman, Vice Chairman, and Secretary.

i. The Chairman of the Chorus Committee shall preside at all meetings of the Chorus Committee and shall appoint chairmen and members of the various standing subcommittees. In the first full term of the Chorus Committee the Chairman shall be the incumbent President-Elect of the outgoing Board of Directors.
ii. The Vice Chairman shall serve as Chairman in the event of the President’s absence. If the Chairman resigns, the Vice Chairman shall then serve as Chairman.
iii. The Secretary of the Chorus Committee shall maintain accurate minutes of the Chorus Committee and provide notice of all meetings.

Section 4. Meetings

A. The Chorus Committee shall meet periodically during each fiscal year.
B. The Chorus Committee shall meet not less than six times and shall meet at least once in any sixty-day period.
C. A quorum of at least five members shall be required to conduct business.

Section 5. Subcommittees

A. Each member of the Chorus Committee shall serve on at least one but no more than three subcommittees, and may serve as chair of up to two subcommittees.
B. Each subcommittee shall have at least three members.
C. Persons other than Directors may serve as members of subcommittees, but shall not be entitled to vote on business before the Chorus Committee.
D. The standing subcommittees of the Chorus Committee may include:

i. The Logistics Subcommittee which shall manage the set up of rehearsal and concert space, determination of staging and audience seating requirements, equipment, supervision of ushers, and related matters.
ii. The Membership Recruitment Subcommittee which shall manage the recruitment and audition of singing members.
iii. The Member Services Subcommittee which shall provide useful services to performing members including, but not limited to membership database management, dissemination of rules and policies, social events, arrangement for concert attire, and publication of a newsletter.
iv. The Musicality and Performance Subcommittee which shall work with the Artistic Director to improve musicality through sectional rehearsals, classes, and other devices.
v. The Nominations Subcommittee which shall present a slate of candidates for election to the Board of Directors and to the Chorus Committee and may be directed to recruit candidates to fill vacancies in both bodies.
vi. The Programs and Publicity Subcommittee which shall produce and distribute concert programs, posters, flyers, press releases and other means of publicizing concerts, auditions, and other events.
vii. The Property Management Subcommittee which shall maintain the corporation’s storage facility, equipment, and inventory of sheet music and other properties. The subcommittee may also procure, distribute, and recollect music and properties to and from performing members as directed by the Chorus Committee.
viii. The Sales Subcommittee shall manage the sale and distribution of tickets, recordings, and other items in compliance with financial procedures established by the Board of Directors. The subcommittee may organize sales tables at concerts, civic expositions, and other events.
ix. The Special Ensembles Subcommittee shall market and book special ensemble performances.
x. The Technology Subcommittee shall prepare technology-based solutions to choral needs, including, but not restricted to MIDI file creation and web site management.
xi. The Volunteers Subcommittee shall coordinate recruitment and placement of volunteers.

A. The Artistic Director.

i. The Board of Directors shall appoint an Artistic Director to serve at their pleasure as chief artistic officer of the corporation.
ii. The Artistic Director shall serve as a nonvoting ex officio member of the Board of Directors and all standing and special committees.
iii. The Artistic Director shall be compensated in a manner prescribed by the Board of Directors.
iv. The Artistic Director shall, within budgetary constraints set by the Board of Directors, retain exclusive authority to:

a. Retain the services of vocal, instrumental, and other artists.
b. Determine concert dates and repertoire.
c. Determine musical interpretation and content of performances.
d. Determine standards of audition and performing membership eligibility.
e. Appoint members of chamber choirs and other small ensembles.
f. Determine the quality standards for auxiliary choruses.

B. The Executive Director.

i. The Board of Directors shall appoint an Executive Director to serve at their pleasure as chief administrative officer of the corporation.
ii. The Executive Director shall serve as a nonvoting ex officio member of the Board of Directors and all standing and special committees.
iii. The Executive Director shall be compensated in a manner prescribed by the Board of Directors.
iv. The Executive Director shall, as directed by the Board of Directors:

a. Propose and manage the annual budget.
b. Prepare an annual report on the financial condition of the corporation.
c. Borrow funds.
d. Enter into agreements with other entities.
e. Prepare applications for grants.
f. Maintain corporate compliance with federal, state, and local law.
g. Maintain records of all properties owned or leased by the corporation and arrange for insurance of same.
h. Retain the use of performance and rehearsal facilities.
i. Maintain an office and administratice staff.
j. Maintain a calendar of events and activities.
k. Prepare marketing and promotional materials, press releases, and other representations.
l. Represent the corporation at regular and special meetings of designated organizations and entities and in other occasions.
m. Perform other necessary tasks and functions.

C. The Board of Directors may establish addition compensated staff positions from time to time.

Section 1. Performing Membership

A. The Performing Membership shall include all Sopranos, Altos, Tenors and Basses listed on the current Performing Membership roster.
B. A Performing Membership is obtained solely through the successful completion of a vocal audition.

i. Audition and eligibility qualifications shall be determined solely by the Artistic Director.
ii. The Artistic Director reserves the right to request that any member re-audition at any time.
iii. Candidates for audition to an adult ensemble shall be a minimum of sixteen (16) years of age at the time of the first concert following their audition.
iv. The Corporation shall admit as performing members persons without regard to gender, race, age, national or ethnic origin, creed or religion, or sexual orientation.

C. Each Performing Member shall be entitled to one vote on all business presented to the membership at its annual meeting or any special meetings of the Performing Membership.
D. The corporation may solicit a membership fee from Performing Members. However, no performing member shall be denied the opportunity to participate in concert programs as a result of inability to pay a membership fee.
E. All music and properties purchased by the corporation are the property of the corporation and shall not be retained as the property of Performing Members unless otherwise designated by the Board of Directors.

Section 2. Supporting Membership

A supporting member is defined as a person who contributes financially to the Annual Fund Campaign in the designated supporting membership categories. Supporting members shall be entitled to recognition in Corporation publications such as concert programs and newsletters. They shall also be entitled to receive Corporation newsletters.
A Supporting Member shall not be eligible to vote on any business brought before Performing Membership unless said person is also a Performing Member.

Section 1. Contracts
The Board of Directors may authorize the Executive Director 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 evidence 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 and Drafts
All checks and drafts or other orders for the payment of money, issued in the name of the corporation shall be signed by the Treasurer, or in his or her absence, the President. Items for more than the amount of $500.00, if not budgeted, shall require the approval of the Board of Directors or person(s) designated by the Board of Directors.

Section 4. Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.

Section 5. Procedures
All persons responsible for any monies, especially but not restricted to the chairs and members of the Development, Sales, and Special Ensembles committees of the Board of Directors or Chorus Committee, shall be bound by all stated financial control procedures determined by the Board of Directors.
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ARTICLE VII: General Provisions

Section 1. Fiscal Year
The fiscal year of the Corporation shall end on June 30 of each year.

Section 2. Seal
The Seal of the Corporation shall be circular in form and shall consist of the Corporation’s logo in the center of the seal with the following words: CONCERT SINGERS OF CARY, INC. CARY, NC 27511 in circular form around the central logo of the seal.

Section 3. Audit

A. The Board of Directors shall employ a Certified Public Accountant to audit the books of the Corporation for each fiscal year of the Corporation and at such other time or times and for such periods as the Board may deem advisable, and to furnish certified reports on such audits.
B. A copy of such annual audit report will be available at the Annual Meeting of the Directors.
C. A copy of such annual audit report shall be given without charge to all persons, firms, and corporations contributing to the Corporation during the year as much as $1,000.00 to carry on the services rendered by the Corporation, providing that the auditing and bookkeeping shall meet generally accepted accounting principles for auditing and bookkeeping.

Section 4. Prohibition Against Sharing in Corporate Earnings at the Dissolution of the Corporation

A. No Member, Officer, Director or Employee of or Member of a Committee of or Person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profits from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation 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 the dissolution of the Corporation.
B. All Members, Directors and Officers of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors to exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Section 5. Exempt Activities
Notwithstanding any other provisions of these Bylaws, no Member, Director, Officer, Employee or other representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by organizations’ contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended. This provision shall be construed to permit the Corporation to receive and pay all appropriate taxes upon “unrelated business income” in accordance with the Internal Revenue Code.

Section 6. Non Discrimination Policy
The Corporation shall admit as performing members persons without regard to gender, race, age, national or ethnic origin, creed or religion, or sexual orientation. Such persons shall be entitled to all of the rights, privileges, programs and activities generally accorded or made available to members of the Corporation or groups operated by the Corporation. The Corporation does not discriminate on the basis of gender, race, age, national or ethnic origin, creed or religion, or sexual orientation in the administration of its policies, including audition or admissions policies.

Section 7. Rules of Order
All meetings shall be conducted according to Robert’s Rules of Order, Newly Revised.

Section 8. Amendments
These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a simple majority of the entire Board of Directors at any Regular or Special Meeting of the Board of Directors, providing that prior written notice has been given to all members of the Board of Directors in accordance with the provisions hereinabove.
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ARTICLE VIII: Special Provisions

Section 1. Bonds
The Board of Directors may by resolution require any Officer or Employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors. The premiums for all such bonds shall be paid by the Corporation.

Section 2. Auxiliary Choruses

A. The Board of Directors may from time to time establish auxiliary choruses.
B. The Artistic Director shall have authority to determine or approve artistic, audition and performance standards of all auxiliary choruses.
C. A committee or manager may be appointed to manage the administrative affairs of the auxiliary chorus.
D. The manager or management committee shall be, unless otherwise designated by the Board of Directors, responsible for:

i. Management of properties held in the care of the auxiliary chorus.
ii. Production of publicity and program materials.
iii. Collection of tuitions and other fees.
iv. Maintenance of membership records and minutes of all committee business.
v. Membership recruitment.
vi. Logistics at rehearsals, performances, and other events.
vii. Recruitment and placement of volunteers.
viii. Any other matters as designated by the Board of Directors.

E. Auxiliary Chorus Committees may elect officers and hold meetings as needed to carry out their business, provided that all actions and deliberations are consistent with these By-Laws and any other policies adopted by the Board of Directors.

Section 3. Endowment Fund

A. The Board of Directors may establish an endowment fund.
B. The endowment fund exists to provide the corporation with future financial stability. Principal balances in the fund will provide some investment income, reducing our exposure to fundraising uncertainties. In addition, monies may accumulate which can provide seed cash for expensive, but worthwhile special projects.
C. The Endowment fund is managed by a standing Finance Committee that reports to the Board of Directors.
D. The endowment fund shall exist concomitantly with the corporation. Should the corporation be dissolved, balances in the endowment fund shall be disbursed as determined by a 75% majority of the Board of Directors. No other disbursements of the principal balance may be made without both the recommendation of a special project task force and a 75% majority of the Board of Directors. Income will not be drawn from the endowment fund at a minimum until such income may provide 5% of the total operating income of the corporation or the year 2010, whichever comes first. Income withdrawals shall not exceed 5% of the value of the total principal investment in the funds. Such income may be drawn only upon a 75% majority vote of the Board of Directors.
E. Endowment monies may be invested in a wide range of securities. Considered off-bounds will be high-yield or speculative bonds and funds, aggressive growth equities, and/or any securities generally deemed of high risk and poor credit. Monies shall not be permitted in venture capitalization, real estate, mining or extraction interests, and personal or business loans. Optimally, a diversity of funds will be sought for investment.
F. The management of the endowment fund shall make due consideration of two following criteria when selecting investment securities: 1) protection of principal, 2) optimal fund growth. Investments shall be assessed at least semiannually by the Finance Committee.
G. The current endowment fund balance shall be made available to public inspection upon demand. Reports to the Board of Directors shall be made at each regular meeting.
H. Contributions to the endowment fund may be made in the form of cash or securities. Any securities in the form of those prohibited above shall be liquidated and converted to other forms at the earliest practicable time.
I. A special committee may be formed by the Board of Directors to solicit monies on behalf of the endowment fund.

I, Karen Davis, do hereby certify that I am the duly elected and qualified Secretary of the Board of Directors of the Concert Singers of Cary, a Corporation organized under the laws of the state of North Carolina, and that the foregoing is a true and correct copy of the By-Laws adopted by the unanimous consent of the Board of Directors meeting in accordance with the law and the Articles of Incorporation of said Corporation on August 10th, 2004. In witness thereof, I have affixed my name as Secretary and have caused the Corporate Seal of said Corporation to be hereunto affixed this 10th day of August, 2004.

By-Laws of the Concert Singers of Cary A Non-Profit Corporation

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