BYLAWS OF VILLAGE HARMONY, INC.

A Vermont Nonprofit Corporation

ARTICLE I 

ARTICLES OF ASSOCIATION 

l. NAME. The name of the Corporation shall be VILLAGE HARMONY, INC. 

2. OFFICE. The principal office of the Corporation shall  be at 5748 Hollister Hill Rd. Marshfield, VT 05658

3. PURPOSES. The purposes of the Corporation shall be as set forth in the Articles of Association and these Bylaws. 

A. The Corporation has been established to: 

i. provide intensive educational and performance opportunities for talented amateur musicians, with particular emphasis on singers; 

ii. foster awareness of and appreciation for the diverse styles of music found in traditional folk cultures throughout the world, as well as in Western music, through the presentation of or sponsoring of educational workshops, seminars and courses in vocal and instrumental music and dance; and 

iii. foster inter-cultural exchange and understanding through the sponsoring of international performance and teaching tours by American and/or non-American musical groups, within the United States and/or abroad. 

B. The Corporation has a nondiscriminatory policy and shall not discriminate on the basis of gender identity, sexual orientation, religion, race, color, national or ethnic origin, or socio-economic background.  

4. POWERS. The powers of the Corporation and of the Directors and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to the relevant  provisions of the Articles of Association and of the Vermont Non Profit Corporation Act. 

ARTICLE II 

BOARD OF DIRECTORS 

1. GOVERNANCE. The affairs of the Corporation shall be  governed by a Board of Directors consisting of at least three members.  

2. CHANGE IN NUMBERS. By decision of the Board of  Directors, the number of Directors may be increased or decreased from time to time. 

3. TERM. The term of office for Directors shall join for a one year initial term with a yearly review after that.

4. POWERS AND DUTIES. The Board of Directors shall have all powers and duties necessary or appropriate for the supervision or management of the affairs of this Corporation. 

5. VACANCIES. Any vacancy in the Board of Directors shall  be filled by the Board of Directors, and a person appointed to fill a vacancy shall serve for the unexpired term of her or his predecessor in office.  

6. REGULAR MEETINGS. Four meetings of the Board of Directors shall be held each year in February, May, September and the annual meeting in November. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. 

7. SPECIAL MEETINGS. Special meetings of the Board of  Directors shall be called by the Chair/ Co-Chair. Notice of any special meeting shall be given by email at least seven days in advance of the meeting. 

8. DIGITAL COMMUNICATIONS. Meetings will be in person or online and voting by email will be considered valid.

9. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of  the Board, but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 

10. BOARD DECISIONS. 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, unless the act of a greater number is required by law or by these Bylaws. 

11. COMPENSATION. The Directors shall receive no compensation for their Board services, but they may be reimbursed for pre-approved actual expenses incurred by them in the performance of their Board duties. Nothing contained in this section shall be construed to preclude any Director from service to the Corporation in any other capacity and receiving reasonable compensation for those services. 

ARTICLE III 

OFFICERS 

1. PRINCIPAL OFFICERS. The officers of the Corporation shall be a Chair and/or Co-Chairs, Secretary and Treasurer. Any other officers may be chosen as required in the judgment of the Board of Directors. Any two or more offices may be held by the same person,  except the offices of Chair(s) and Secretary. 

2. ELECTION AND TERM OF OFFICE. The Board of Directors shall elect the officers of this Corporation at the annual meeting of the Board, from the current members of the Board of Directors. Unless sooner removed by the Board, the officer shall serve for a term of one year and until their successor is elected and qualified. Any vacancies occurring in the offices may be filled by the Board of Directors, from time to time. The Board of Directors shall appoint such temporary or acting officers as may be necessary during the temporary absence or  disability of the regular officers. 

3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the full membership of the Board of Directors, whenever, in its best judgment, the best interest of the Corporation would be served. 

4. VACANCIES. A vacancy in any office for any reason may be filled by the Board of Directors for the unexpired portion of the term.

5. POWERS AND DUTIES. 

      A. The Chair/Co-Chair shall preside at all meetings of the Board of Directors. They shall have all the general powers and duties which are usually vested in the office of the Chair/Co-Chair of a corporation, including the power to appoint committees from time to time as in their discretion they may deem appropriate to assist in the conduct of the affairs of the Corporation. 

      B. The Secretary shall keep the records of the Corporation, the minute books of Directors’ meetings, and shall perform such other activities as normally are within the duties of a corporate Secretary. 

C. The Treasurer shall keep a full and accurate account of all financial activities of the Corporation and shall render an account of all their transactions as Treasurer and of the  financial condition of the Corporation whenever properly called upon to do so.

ARTICLE IV 

COMMITTEES 

COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees. The designation of such committees and the delegation shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on them by law or by these Bylaws. 

ARTICLE V 

CONFLICT OF INTEREST

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE VI 

BOOKS AND RECORDS 

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the name and addresses of the members entitled to vote.  

ARTICLE VII 

FISCAL YEAR 

The fiscal year of the Corporation shall begin on the 1st of January in each year and shall end on midnight of the 31st day of December of that same year. 

ARTICLE VIII

WAIVER OF NOTICE 

Whenever any notice is required to be given under the provisions of the Vermont Non-Profit Corporation Act, Title 11, Chapter 19, Vermont Statutes Annotated, or under the provisions of the  Articles of Association or by these Bylaws of this Corporation, 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 deemed equivalent to the giving of such notice. 

ARTICLE IX

AMENDMENT OF BYLAWS 

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the Board of Directors at a regular or special meeting if at least seven days’ written notice of the proposed changes has been given and at least two-thirds of the Board members vote for the change. 

Amended Bylaws February 2023