Corporate Bylaws

PREAMBLE

The following bylaws shall be subject to and governed by the Non-Profit Corporation Act of Kansas and the Articles of Incorporation of the Music Youth Partnership Foundation. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Non-Profit Corporation Act of Kansas, Said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these bylaws, and the articles of Incorporation of the Music Youth Partnership Foundation, it shall then be that these bylaws shall be controlling.

ARTICLE I — OFFICES

Offices and Members.

1. Offices — The registered office of the Music Youth Partnership Foundation (the “Corporation”) shall be as set forth in its Articles of Incorporation until changed by the Board of Directors as provided by law. The Corporation may also have such offices, within or without the State of Kansas, as the Board of Directors (“Board”) may determine from time to time is necessary.
2. Members — The Corporation shall not have authority to issue capital stock, and except as expressly provided herein, all voting powers normally vested in stockholders shall be vested in the Directors of the Corporation.

ARTICLE II — PURPOSE

Purpose.

The Purpose and Mission of the Corporation is for professional instrument teachers to come alongside the instrumental music programs of local school systems where MYP is present, currently the USD 259 School District, in order to:

1. Strengthen music programs in Public Schools, by providing a professional teacher for each instrument to give a group lesson at each school for 1 hour, 1 day per week, during the school’s provided band/orchestra time.
2. Provide friendship, leadership, direction, and hope for at risk students in providing an atmosphere conducive to greater learning and support.
3. Provide a musical instrument at either low cost or no cost for at risk students in the schools we serve.
4. Provide a summer camp setting and offer a mission trip to students to enhance learning with spiritual guidance.
5. Provide additional Para services within the framework of the Fine Arts of schools we serve as need and desire dictate.
6. Maintain a strict code of character/moral integrity on all levels of the corporation.

ARTICLE III — BOARD OF DIRECTORS

1. Powers and Term

   In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not otherwise prohibited by statute, by the Articles of Incorporation, or by these Bylaws. The management of all the affairs, property, and interests of the Corporation shall be vested in the Board. Each Director shall serve for a term of three (3) years, which terms shall be staggered, with the result that at the time of each annual meeting of the Corporation the terms of approximately one-third (1/3) of all Directors shall expire. Each Director shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; provided, however, that any Director may at any time, with or without cause, be removed by the affirmative vote of at least three-quarters (3/4) of the total number Directors.

2. Election

   Directors shall be elected by a majority of the Corporation’s Directors present at the duly called annual meeting of the Corporation, though any vacancies on the Board may be filled by a majority of the Corporation’s Directors present at a duly called regular or special meeting of the Corporation.

3. Number of Directors

   The Board shall consist of the number of Directors provided for by the Articles of Incorporation.

4. Vacancies

   All vacancies in the Board, whether caused by resignation, death or otherwise, may be filled by the Corporation as described above. A Director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor. Unless and until all Board member vacancies are filled, any corporate action taken or authorized by a majority of the remaining Directors at a meeting at which a quorum is present, or by the written consent of all remaining Directors, shall be valid and binding upon the Corporation, regardless of such unfilled vacancies.

5. Regular Meetings

   Regular meetings of the Board may be held at the registered office of the Corporation or at such other place or places, either within or without the State of Kansas, as the President may from time to time designate. The annual meeting of the Board shall be held at the time and place designated by the President.

6. Special Meetings

   Special meetings of the Board may be called at any time by the President or upon written request by any two (2) Directors. Such meetings shall be held at the registered office of the Corporation or at such other place or places as the President may designate.

7. Meeting Attendance.

   Each Director shall be expected to attend at least six (6) meetings of the Board per year.

8. Notices and Use of Electronic Transmissions

   1. Notice of both regular and special meetings of the Board and/or committees shall be given to the recipient: i) in person at least two (2) days in advance of the meeting, ii) by mailing notice to the last known post office address reflected in the Corporation’s books and records at least three (3) days in advance of the day of the meeting, or iii) by personal delivery, telephone, telegram, or electronic transmission (to the last known address, phone number, electronic mail address, facsimile number, or the like, which is reflected in the Corporation’s books and records) at least two (2) days in advance of the day of the meeting. For purposes of these Bylaws, the term “electronic transmission” shall have the meaning set forth in the Kansas General Corporation Code. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.
   2. Any action required or permitted to be taken by the Board or by any committee may be taken without a meeting if all of the members of the Board or of the committee consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolution and the written consents or electronic transmissions by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

9. Quorum

   A majority of the total number of Directors shall constitute a quorum for the transaction of business.

10. Waiver of Notice

    Whenever written notice is required to be given to the members of the Board, a written waiver thereof signed by a Director (whether the written waiver is signed before or after the meeting) shall be in all respects tantamount to notice. Attendance in person at any Directors’ meeting shall for all purposes constitute waiver of notice thereof unless the Director attends the meeting for the sole purpose of objecting to the transaction of any business thereat because the meeting is not lawfully called or convened and unless he or she voices his or her objections at the beginning of the meeting and does not otherwise participate therein.

11. Conduct of Meetings

    The President shall preside at all meetings of the Board unless unable or unwilling to attend thereat. The Vice-President shall, if a Vice-President is then serving, act in the absence, refusal or inability of the President to act. The Secretary shall act in the absence, refusal or inability of the Vice-President to act. Except as otherwise provided in these Bylaws, by applicable law or by resolution of the Board, upon the motion of any Director, duly seconded, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with a copy of Robert’s Rules of Order, selected by the Secretary. Directors shall not vote by proxy.

12. Registering Dissent

    A Director who is present at a meeting of the Board at which action on a corporate matter is taken shall be presumed to have assented to such action unless the Director shall make a clear oral or written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

13. Fees and Compensation

    Directors shall not receive any compensation for their services as Directors.

14. Removal

    The Board reserves the right to remove any board member based on inappropriate conduct of actions, defined as anything inconsistent with Scripture, by a majority vote of the members of the full board.

15. Committees

    The Board may appoint, from time to time, various standing or temporary committees, the membership of which may include persons who are not Directors. Committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors, provided however, that no committee shall have the authority of the Board with reference to:

    1. Amending, altering, or repealing these Bylaws;
    2. Electing, appointing, filling a vacancy or removing any Director or officer of the Corporation;
    3. Amending the Articles of Incorporation;
    4. Adopting a plan of merger or consolidation with another Corporation;
    5. Authorizing the sale, lease, exchange or mortgage, of all or a substantial amount of the property and assets of the Corporation;
    6. Authorizing the voluntary dissolution of the Corporation or revoking the tax-exempt status of the Corporation; or
    7. Amending, altering, or repealing any resolution of the Board which by its term provides that it shall not be amended, altered, or repealed by such committee.

    All committees so appointed shall prepare and submit to the President a written report of the actions considered and undertaken at their committee meetings, and the President shall cause those reports to be recorded in books or kept in files kept for that purpose in the office of the Corporation. The designation of any such committee and the delegation of authority thereto shall not relieve the Board of any responsibility imposed by law.

ARTICLE IV — OFFICERS

Officers and Election Thereof

The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers and assistant officers, including, but not limited to, one or more Vice-Presidents, as the Board may from time to time deem necessary or advisable. Any number of offices may be held by the same person at any given time, though all officers must also be members of the Board. Officers shall be elected at the annual meeting of the Board as recommended by the Executive Director. The Board shall also be empowered to fill all vacancies in office. A description of the basic duties and responsibilities of each of the executive officers of the Corporation is as follows:

1. Executive Director

   The Executive Director shall work under the direction of the Board and shall have general administration responsibilities for the implementation of programs established by the mission as defined in Article II. The Executive Director shall have the responsibility and authority to select, hire, supervise, and terminate employees within the limitations of the personnel policies. The management, supervision, and program direction of the corporation will be the responsibility of the Executive Director. The Executive Director is not subject to the rotation of the rest of the board.

2. President

   The President shall preside at all meetings of the Board, shall be an ex-officio nonvoting member of all committees, and shall exercise and perform such other powers and duties as may be assigned from time to time by the Board. The President shall be the chief executive officer of the Corporation and shall be responsible for the day to day management of the Corporation’s activities.

3. Vice-President

   Any Vice-President shall be elected by the Directors and shall carry out such tasks and duties as may be prescribed by the President and the Board.

4. Secretary

   The Secretary shall keep, or cause to be kept, a correct record at all meetings of the Corporation and of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at such meetings, the proceedings thereof, and shall exercise and perform such other powers and duties as may be from time to time assigned by the Board.

5. Treasurer

   The Treasurer shall, under the direction of the Board, have custody of all the funds of the Corporation and shall deposit or cause to be deposited such funds in such accounts as are approved by the Board. The Treasurer shall disburse the funds of the Corporation only in accordance with the budget as approved by the Board or pursuant to special appropriations made by the Board. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the transactions of the Corporation, including accounts of its assets, liabilities, receipts and disbursements. The books of account shall be open at all reasonable times for inspection by any Director. The Treasurer shall exercise and perform such other powers and duties as may be from time to time assigned by the Board.

Term and Removal

Each officer of the Corporation shall hold office for a term of three years. Each officer shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; provided, however, that any officer elected by the Board may at any time, with or without cause, be removed by the affirmative vote of at least three-quarters (3/4) of the total number of Directors.

Delegation

If any officer of the Corporation is absent or unable to act and no other person is authorized to act in such officer’s place by the provisions of these Bylaws, the Board may from time to time delegate the powers or duties of such officer to any other officer or any Director or any other person it may select.

Vacancies

Vacancies in any office arising from any cause may be filled by the Board at any regular or special meeting of the Board.

Compensation of Officers

Officers and other employees of the Corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board or duly authorized committee.

ARTICLE V — AMENDMENTS

Amendments

These Bylaws may be amended or repealed by a majority vote of all of the Directors of the Corporation.

ARTICLE VI — FINANCES

1. Finances

   All money secured or obtained for the agency shall be turned over to the finance personnel for deposit as herein provided.

2. Checks

   All checks drawn upon the general fund of this program shall be signed by the President or a designated signer selected by the Board. Any check written over an amount of $5,000 will require the signatures of two signers.

3. Fiscal Year

   The fiscal year of the organization will follow a year end of the last day in June and a first day of the first of July.

4. Attestation

   An independent, applicable service of attestation of the finances of the corporation shall be conducted annually.

5. Budgeting

   The staff shall develop a budget and present it to the Board of Directors for approval. Revenues and expenditures shall be reflected in financial reports and audits.

6. Non-Profit Status

   This organization shall be a non-profit organization within the meaning of §501(c)(3) of the Internal Revenue Code, or corresponding section of any federal tax code.

ARTICLE VII — DISSOLUTION CLAUSE

Dissolution

In the event it becomes necessary to dissolve and terminate the activities of the Music Youth Partnership Foundation, the Board of Directors shall distribute the remaining assets, if any, after all just expenses and debts have been paid, to one or more tax-exempt religious association, organizations, or conventions which would qualify under §501(c)(3) of the Internal Revenue Code 1954. In distribution of said assets, the Board of Directors would be governed by said organization’s consistency with the statement of purpose as outlined in Article III.

ARTICLE VIII — MISCELLANEOUS

1. Conduct of Meetings

   Robert’s Rules of Order, Revised, shall be used, except as herein specifically provided, as the guide for parliamentary procedure at all meetings.

2. Liability Provision

   An officer or director shall not be personally liable to the Corporation or its members for the monetary damages for breach of fiduciary duty as director or officer except for liability (i) for any breach of the duty of loyalty to the Corporation; (ii) for acts or omissions not in good faith and which involve intentional misconduct or a knowing violation of law; (iii) for any transaction from which the director or officer derived any improper personal benefits. In addition to the foregoing, directors and officers and other volunteers of the Corporation shall be relieved of personal liability to the Corporation or its members to the fullest extent permitted by law. The Corporation shall provide for and hold directors and officers harmless from and provide insurance protection against said personal claims liability and coverage for the defense thereof.

3. Financial Independence

   No member of the board of Directors may receive any pecuniary benefit from the same, except expenses incurred in carrying out his duties as approved by the Board. Nor shall any member be personally liable for the financial obligations of the organization of the corporate board. The Directors shall be insured under Directors and Officers Liability Insurance.

4. Securities of Other Corporations

   Any officer of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation, and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

5. Execution of Deeds, Mortgages, etc.

   The attestation by the Secretary or Treasurer of the Corporation to the execution of any deed, mortgage, deed of trust, indenture, or other instrument executed by the Corporation shall not be necessary to constitute such deed, mortgage, deed of trust, indenture, or other instrument a valid and binding obligation of the Corporation unless the resolution of the Board specifically authorizing the execution thereof expressly states that such attestation is required.

6. Telephone Meetings

   Directors and members of any committee may participate in and hold meetings of Directors or of any committee by means of which (e.g., through a conference call or webcam meeting) all persons participating in the meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

7. Action Without a Meeting

   Any action required or permitted by law, by the Articles of Incorporation of the Corporation, or by these Bylaws to be taken at a meeting of the Directors or any committee may be taken without a meeting if unanimous consent in writing setting forth the action so taken shall be signed by the members of the Board or committee entitled to vote thereat, if, to the extent required by law, such written consent is filed in the Corporation’s official minute book containing the minutes of all meetings of the Board. Such consent shall have the same force and effect as a vote of such Directors or committee members, as the case may be.

8. Resignation

   Any Director, officer, or committee member may resign by so stating at any meeting of the Board or by giving written notice to the Board, the President, or the Secretary. Such resignation shall be effective at the time specified therein or, if no such time is stated therein, upon receipt. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.

9. Conflict of Interest

   In the event a conflict of interest or possible conflict of interest develops between any officer or Director, the Board shall review the situation and make a determination as to appropriate action pursuant to the Corporation’s policy on Conflicts of Interest, as amended from time to time. The Board shall determine the appropriate procedures for each situation, but the provisions hereof shall not necessarily prohibit any officer or Director from doing business with the Corporation.

10. Use of Electronic Transmissions

    Any action required or permitted by law, by the Articles of Incorporation of the Corporation, or by these Bylaws to be taken at a meeting of the Directors or any committee may be taken by use of electronic transmissions to the maximum extent permitted under Kansas Law, and to the extent so taken, copies of such transmissions shall be printed and filed in the Corporation’s official minute book containing the minutes of all such meetings of the Board. Such actions shall have the same force and effect as a vote of such Directors or committee members, as the case may be.

11. Headings

    All headings and other titles and captions used in these Bylaws are for convenience only and shall not be considered in construing or interpreting any provision of these Bylaws.