Bylaws

Article I — Name

This organization shall be known as the Milledgeville Singers Guild (hereinafter referred to as “MSG”), a non-profit organization incorporated in the State of Georgia.

Article II — Mission

Section 1. The mission of the Milledgeville Singers Guild is to educate and enrich the people of Middle Georgia through live choral music which is presented by singers who share an enthusiasm for successfully learning and performing a variety of choral music and for other and similar purposes.

Section 2. The organization is a non-profit and non-sectarian corporation. No part of the income of the corporation shall inure to the benefit of any individual or member but shall only be used in furtherance of the Guild's purposes and in its operation.

Article III — Objectives

The objectives of MSG shall be:

• To increase and maintain a non-profit community,
• To offer members of the Milledgeville community an opportunity to perform and hear choral music,
• To foster choral music in the community,
• To contribute to the enhancement of the performing arts in the community.

Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify for exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal code.

Article IV — Activities

In furtherance thereof, MSG will hold rehearsals, prepare concerts and special events, provide educational opportunities, seek and accept funding, enter into contracts, and conduct any and all activities in which a non-profit, non-stock corporation may legally engage in the State of Georgia in accordance with these bylaws.

Article V — Definitions of Terms

• “MSG” shall mean the Milledgeville Singers Guild.
• “The Board” shall mean the Board of Directors of MSG.
• “Membership” shall mean all voting members of MSG, including musicians, Music Director, and members of the Board of Directors.
• “The Concert Season” shall refer to the period of MSG rehearsals and concerts, usually in the months of August through May.

Article VI — Membership

Section 1. Any person interested in performing with MSG is welcome. The Milledgeville Singers Guild does not discriminate on the basis of age, gender, disability, sexual orientation, race, religion or national origin.

Section 2. The Music Director shall preside at rehearsals and concerts, recommend special rehearsals and oversee the musical selections and quality of the Guild. The Music Director shall not make any decisions having a financial impact on the Guild without prior approval of the Board of Directors.

Section 3. The Music Director is appointed by the Board. Each year, the Board may decide to retain the current Music Director for the following Concert Season.

Article VII — Board of Directors

Section 1. MSG shall be governed by a Board of Directors. The Board shall be responsible to the Membership for the implementation of the stated purposes of MSG and shall provide guidance and direction to the operating officers.

Section 2. The Board shall consist of a minimum of six (6) Directors. Directors shall be elected at the annual meeting of the membership. Directors shall serve for a term of one (1) year commencing immediately following the annual meeting election.

Section 3. The Membership shall consist of the following: Six (6) operating officers: President, Vice President, Secretary, Treasurer and two (2) Board Member Directors at Large. All Officers shall be elected annually. Prior Board members or current MSG members are eligible to stand as candidates for any position. Officers' terms shall begin immediately following their election. Mid-term vacancies on the Board may be filled by appointment through a vote of the Board to fill the unexpired term until the next Annual meeting.

Article VIII — Operating Officers

Section 1. The operating officers (President, Vice-President, Secretary, Treasurer and Board Member Directors at Large) shall be responsible for carrying out the day-to-day business and operational activities of MSG.

Section 2. President: The MSG President shall chair all meetings of the membership and of the Board as a voting member. The President shall oversee all operating activities and details to ensure successful performances by the Guild. The President shall recommend an appointee for a Music Librarian to be approved by the Board. The President shall appoint standing and ad-hoc committees as required. The President shall, with the Treasurer and the Secretary, be a legal signatory of MSG.

Section 3. Vice President: The MSG Vice President shall act as the primary and direct link between the Board of Directors and the membership of the Guild. In the event of the President's absence, the Vice President shall act for and assume the responsibilities of the President. In the event of the President's resignation, the Vice President will assume the role of the President.

Section 4. Secretary: The MSG Secretary shall record minutes of all meetings and maintain records of the organization. The Secretary shall give notice of all meetings including the annual meeting and the meetings of the Board of Directors. The Secretary shall also serve as chair of the nominating committee, reporting a slate of candidates for all vacancies to the Board at least two (2) months prior to the election to be held at the annual meeting.

Section 5. Treasurer: The MSG Treasurer shall be the legal signatory of the organization, shall collect, disburse, and account for all MSG funds and be responsible to the Board for all financial activities of MSG. This shall include the timely filing of all necessary Federal and State tax returns and financial forms. The Treasurer shall report the status of the finances of MSG at each Board meeting and work with the Budget Committee to prepare an annual projected budget of expenses and disbursements for each project program of MSG before the last Board meeting prior to the annual membership meeting each year. The Treasurer shall have custody of and shall have the power to endorse for transfer, on behalf of the Guild, stock, securities or other investment instruments owned by the Guild.

Section 6. Board Member at Large: The Board Member at Large shall serve as a general board member without specific responsibilities. The Board Member at Large will participate in board meetings, providing input on key decisions and contributing expertise and guidance on matters relevant to MSG's mission and objectives. The Board Member at Large is a full voting member of the Board of Directors. Board Member at Large may be assigned tasks by the President as needed.

Section 7. The Board of Directors shall establish the amount of dues to be paid by each member. Dues of any member may be waived at the discretion of the Board of Directors.

Section 8. All Directors of the Board shall oversee the business of the Milledgeville Singers Guild as provided by these Bylaws. All Directors shall be unpaid by the Guild.

Article X — Meetings

Section 1. Annual Meeting: An annual meeting shall be held each year to hear reports of the operating officers and various committees and to act upon any general business, including elections, of MSG officers. Musical programming for the subsequent season as decided by the Music Director, with consultation from the MSG members, will be discussed at the annual meeting. The annual meeting shall be chaired by the President or duly appointed designee, and shall proceed by Robert's Rules of Order, Newly Revised. A quorum for the annual meeting shall consist of either thirteen (13) members or twenty-five percent (25%) of the Membership, whichever is smaller.

Section 2. Emergency Meetings: As the need arises, a majority vote of the Board may call an emergency meeting of the general membership of MSG. Actions specifically disallowed at emergency meetings include revision of Bylaws and votes on any major change(s) which could jeopardize the continued existence of MSG. The quorum for emergency meetings shall be equal to that of the annual meetings.

Section 3. Board of Directors Meeting: The Board of Directors shall have regular meetings as necessary, separate from the annual or emergency meetings, to discuss and implement goals for MSG, to give guidance to the operating officers and the Music Director and to prepare for subsequent meetings. Board meetings shall be chaired by the President and conducted according to Robert's Rules of Order, Newly Revised. A quorum for the Board of Directors is a simple majority of the elected Directors. The board meetings shall be open to members of the Guild unless the Board, by majority vote, has chosen to hold an executive session.

Section 4. Meeting Notices: An announcement of each annual meeting, which shall include an accompanying statement of purpose thereof, shall be presented to the membership at least one (1) week prior to the date of the meeting. The Board shall make a reasonable attempt to notify all eligible members through any or all of the following methods: the MSG Website; verbal announcements at rehearsals or concerts; telephone messages; distribution of written announcements by hand or mail; or by email. The announcement shall include the nomination committee's proposed slate of candidates for election to the following year's Board.

Article XI — Committees

Ad Hoc Committees may be appointed by the President at any time to carry out any legitimate business for MSG.

Article XII — Amendment of Bylaws

Section 1. Bylaw Revision: The Board will meet at least two (2) months prior to the annual meeting to review and propose revisions to the Bylaws, if necessary. If revisions are proposed, then the Board shall present same to the MSG members as set forth in the Meeting Notice requirements of these Bylaws.

Section 2. Amendment Vote: The Bylaws may be changed or amended by a 2/3 vote of the membership in attendance at an annual meeting.

Section 3. Limitation of Power to Amend: Anything herein to the contrary notwithstanding, no change shall be made in the Bylaws which will affect the exempt status of the organization under Section 501(c)(3) of the Internal Revenue Code.

Section 4. Written Amendment: Whenever a Bylaw is amended or repealed or a new Bylaw is adopted, such action and the date on which it was taken shall be noted by the Secretary on the original Bylaws in the appropriate place or a new set of Bylaws shall be prepared incorporating such changes.

Article XIV — Dissolution

Dissolution of MSG requires a 90% vote at an annual meeting with a 50% quorum of current members. In the event of dissolution, all the real assets of MSG shall be distributed to a music education entity, as decided by the Board. This will satisfy the intent of Section 501(c)(3) of the United States Internal Revenue Code. No member or officer of MSG shall realize any financial gain as a result of this dissolution.

Article XV — Indemnification and Reimbursement

MSG shall be bound by and comply with the provisions of Georgia statutes pertaining to the indemnification of corporate Members, Directors, Officers and Agents.

Article XVI — Statutory References

Any references herein to a section of the Internal Revenue Code or the Georgia General Statutes shall mean such section as it is constituted at the time of the adoption of these Bylaws and as it may hereinafter be amended, added to or otherwise changed, and it shall also include any other provision of similar purpose which may hereafter become applicable to the organization.

Article XVII — Conflict of Interest

Board members shall abstain from any decisions involving family members or any matter involving a direct or indirect material interest.

Article XVIII — Non-Discrimination

MSG does not discriminate against individuals on the basis of race, color, sex, sexual orientation, gender identity, religion, disability, age, veteran status, ancestry, national or ethnic origin.