Bylaws of Western Massachusetts Sacred Harp Community, Inc.

WMSHC, Inc Bylaws November. 5, 2006

Bylaws of Western Massachusetts Sacred Harp Community, Inc.

Article 1: Offices

Section 1. Principal Office

The principal office of the corporation is located in Hampshire County, Commonwealth of Massachusetts.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within Hampshire, Franklin or Hampden counties by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

New Address: c/o The Law Office of Peter Irvine, 76 King Street, Northampton, MA 01060

Dated: November 23, 2015

New Address: ________________________________________

Dated: ________, 20__

New Address: ________________________________________

Dated: ________, 20__

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

Article 2: Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

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

Section 2. Specific Objectives and Purposes

Western Massachusetts Sacred Harp Community, Inc. “WMSHC, Inc.” promotes community-based singing from The Sacred Harp through Sacred Harp Singing Schools, an annual Singing Convention and other educational and outreach activities. The Convention has no institutional, religious or political affiliation, but fosters the fellowship Sacred Harp singing engenders, and all who wish to participate are invited to lift their voices in song, regardless of musical training or ability.

Article 3: Directors

Section 1. Number

The corporation shall have three (3), five (5), or seven (7) Directors and collectively they shall be known as the Board of Directors. The number of the Board of Directors in any given year shall be determined by the Nominating Committee, in consultation with the Board of Directors.

Section 2. Qualifications

Any person of the age of majority in this state who is a member in good standing of WMSHC, Inc. may serve as a Director. Any officer who breaches a duty of care or loyalty to WMSHC, Inc. shall not qualify to serve as a Director for a period of seven years following such breach or the discovery of such breach. Nominees' eligibility for office shall be reviewed by the Nominating Committee.

Section 3. Powers

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3a. Limits of Powers

For contracts lasting beyond a period of two years or committing the corporation to disbursements of monies above the amount of $2000, or 50% of our total liquid assets after allocating for anticipated yearly expenditures, whichever is smaller, prior approval of the membership is required. A simple majority of the active membership voting either in person, by proxy or by absentee ballot shall be required for approval.

Section 4. Duties

It shall be the duty of the Directors to:

a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

d. Assure duties of the Officers of the annual Singing Convention are performed properly in accordance with Sacred Harp tradition and these Bylaws;

e. Meet at such times and places as required by these Bylaws;

f. Register their addresses with the Clerk of the corporation, and notices of meetings delivered to them at such addresses shall be valid notices thereof. This notice shall be delivered either personally or by mail. Personal notification includes notification by telephone or by other electronic means, provided however, in the case of notification by other electronic means that the member to be contacted shall acknowledge personal receipt of the electronic notice by a return message or telephone call within 24 hours of the transmission of the notice.

Section 5. Term of Office

Each Director shall hold office for a period of two years and until his or her successor assumes office. Terms of office shall begin when the election results are final. Each year between one- and two-thirds of the number of Directors for the coming year shall be elected to serve on the Board of Directors so that the terms of office of the Directors shall be staggered. If, at a meeting for the election of Directors, more than two-thirds of Board members are elected, the Directors shall determine at their first regular meeting which members shall serve a one-year term.

Section 6. Term Limits

No Director may serve more than two consecutive terms. A Director who has served two consecutive terms becomes eligible to serve again after one (1) year out of office.

Section 7. Compensation

Directors shall serve without compensation except that a reasonable fee may be paid to Directors for special work outside the scope of expected duties as described in these by-laws. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 8. Place Of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section 9. Regular Meetings

Regular meetings of Directors shall be held at least four times annually at regular intervals, as scheduled by the board. Regular meetings of the board will be scheduled by the time of the preceding meeting, at least three months in advance.

Section 10. Special Meetings

Special meetings of the Board of Directors may be called by the President, the Clerk, or by any two Directors. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

Section 11. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

a. Regular and Special Meetings. At least one week prior notice shall be given by the Clerk of the corporation to each Director of each meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by email, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the Director to be contacted shall acknowledge personal receipt of the facsimile or email notice by a return message or telephone call within twenty-four hours of the first transmission.

b. Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 12. Quorum for Meetings

A quorum shall consist of a majority of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 13. Majority Action As Board Action

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 14. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the President, or, in his or her absence, by a Chairperson chosen by a majority of the Directors present at the meeting. The Clerk of the corporation shall act as Clerk of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Clerk of the Meeting.

Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, insofar as such procedures are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.

Section 15. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

Any Director may be removed with or without cause by a unanimous vote of the remainder of the Board of Directors or by a simple majority of the entire membership. A motion to hold such a vote would have to be approved by a two-thirds majority at a duly held meeting at which there is a quorum present. Any Director may resign at any time by giving written notice to the President. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 16. Nonliability of Directors

The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 17. Indemnification by Corporation of Directors and Officers

The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 18. Insurance For Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Article 4: Officers

Section 1. Designation Of Officers

The officers of the corporation shall be a President, a Clerk and a Treasurer.

Section 2. Qualifications

Any member of the Board of Directors may serve as an officer.

Section 3. Election and Term of Office

Officers shall be elected annually by the Board of Directors, at their first meeting following election of the Board, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall assume office.

Section 4. Removal and Resignation

Any officer may be removed with or without cause by a unanimous vote of the remainder of the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Clerk of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.

Section 6. Duties of President

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of members at which he/she is present. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors. The President shall be the primary liaison with other entities for projects in which WMSHC, Inc. is involved, or shall delegate said duty.

Section 7. Duties of Clerk

The Clerk shall:

Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, of members, of Convention Officers, and, if applicable, of meetings of committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.

Poll the Board and members for agenda items and prepare agendas in consultation with the Board for meetings of the Directors and of members.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records of the corporation.

Keep at the principal office of the corporation or at such other place as the Board may determine, a membership book containing the name and address of each and any member, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any member of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book and the minutes of the proceedings of the Directors of the corporation.

In general, perform all duties incident to the office of Clerk and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 8. Duties Of Treasurer

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors or any Officer, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any member of the corporation, or to his or her agent or attorney, on request therefor.

Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 9. Compensation

Officers shall serve without compensation except that a reasonable fee may be paid to Officers for special work outside the scope of expected duties as described in these by-laws. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Article 5: Convention Officers

Section 1. Designation of Convention Officers

The Officers of the annual singing convention shall be Chair, Vice-Chair, and Secretary.

Section 2. Qualifications

Any person of the age of majority in this state who is a member in good standing of WMSHC, Inc. may serve as a Convention Officer. Any officer who breaches a duty of care or loyalty to WMSHC, Inc. shall not qualify to serve as a Convention Officer for a period of seven years following such breach or the discovery of such breach. Nominees' eligibility for office shall be reviewed by the Nominating Committee.

Section 3. Powers

Convention officers may submit to the President or Treasurer for execution such contracts, checks or other instruments that may from time to time be required for convention-related activities. Such requests do not require approval from the Board of Directors.

Convention officers may call meetings of members for the purpose of convention planning. Convention planning meetings shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of members, with such changes in the context of such Bylaw provisions as are necessary to substitute the Convention Officers for the Board of Directors and its members. The Convention Officers may also adopt rules and regulations pertaining to the conduct of convention planning meetings to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Section 4. Duties

The Convention Officers shall plan and preside over the annual singing convention and convention planning meetings in accordance with these Bylaws and Sacred Harp tradition, including the appointment of convention related committees.

The Chair shall perform the duties usually pertaining to that office. He/she shall preside at all convention planning meetings at which he/she is present. The Chair shall preside at the annual singing convention. The Chair shall be the primary liaison with other entities for the annual convention, or shall delegate said duty. The Chair shall report all financial activity related to the annual singing convention to the Treasurer, or delegate said duty.

The Vice-Chair shall assist the Chair in his/her duties, and, in the absence of the Chair, perform the duties of the Chair. If the Chair resigns or is unable to complete his/her term of office, the Vice-Chair shall become the chair until the next election of officers.

The Secretary, or his/her delegate, shall keep records of minutes of all convention planning meetings and the annual singing convention. The Secretary will submit minutes from convention planning meetings and the annual singing convention to the Clerk. The Secretary shall submit minutes from the annual singing convention, to Sacred Harp Singings, published by the Alabama Sacred Harp Musical Convention. Minutes shall comply with the guidelines given by the Alabama Sacred Harp Musical Convention.

Section 5. Term of Office

Each Convention Officer shall hold office for a period of one year and until his or her successor assumes office. Terms of office shall begin when the election results are final.

Section 6. Term Limits

No Convention Officer shall serve more than three consecutive years.

Section 7. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the remaining Convention Officers.

Any Convention Officer may be removed with or without cause by a unanimous vote of the Convention Officers and the Board of Directors or by a two-thirds majority vote of the members present in person at a duly held meeting at which a quorum is present.

Any Convention Officer may resign at any time by giving written notice to the remaining officers. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

In the event that all three Convention offices are vacated, such vacancies may be filled temporarily by appointment by the Board of Directors.

Article 6: Nominating Committee

Section 1. Number and Appointment

The Nominating Committee shall consist of at least three WMSHC, Inc. members to be appointed annually by the Board of Directors.

Section 2. Duties

The Nominating Committee shall:

a. determine, in consultation with the Board of Directors, the number of the Board of Directors for the coming year based on membership, interest, and size of current and anticipated workload;

b. determine the number of vacancies to be filled on the Board of Directors based on the number of Directors whose terms of office are up and the size of the Board of Directors for the coming year;

c. solicit nominations for Directors and convention officers;

d. review eligibility of candidates for Directors and convention officers;

e. present a slate of candidates for Directors and convention officers to the members.

Article 7: Committees

Section 1. Designation and Appointment

The corporation shall have such standing and temporary committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

Convention planning committees shall be designated and appointed by the Convention Officers in accordance with Article 5, Section 4 of these by-laws.

Section 2. Meetings and Action of Committees

Meetings and action of committees designated by the Board of Directors shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Meetings and action of convention planning committees shall be supervised by the Convention Officers. Convention Officers shall report relevant actions of such committees to the Board of Directors, or shall delegate said duty.

Article 8: Members

Section 1. Member Description and Rights

The corporation shall have one class of members, called “members.”

A member shall be any person who supports the accepted statement of purpose and who pays annual dues to the corporation not less than $1. Member privileges include participation in business meetings, election of board members and convention officers, and approval and amendment of bylaws. Each member shall have one vote. Anyone willing to fulfill the responsibilities of membership shall be given the opportunity to become a member. All memberships shall have the same rights, privileges, restrictions and conditions.

Section 2. Number of Members

There is no limit on the number of members the corporation may admit.

Section 3. Membership Book

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office or at such other place as the board may determine.

Section 4. Nonliability of Members

A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.

Section 5. Nontransferability of Memberships

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

Section 6. Termination of Membership

Membership may be terminated voluntarily. Upon his or her notice of such termination delivered to the President or Clerk of the corporation personally or by mail, such membership shall terminate upon the date of delivery of the notice or date of deposit in the mail.

The corporation may terminate membership for cause, provided that the member is given reasonable written notice and an opportunity to be heard either orally or in writing. Termination may be made only upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.

Membership dues are due on or before October 1st. Upon a failure to renew his or her membership by paying dues on or before their due date, membership is terminated to be effective thirty (30) days after a written notification of delinquency is given personally, emailed, faxed or mailed to such member by the Clerk of the corporation or their delegate. In the case of email or facsimile notification, the clerk shall determine whether the email or faxed notification of delinquency is undeliverable, and if undeliverable shall provide notice of termination to the member personally or by mail. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Article 9: Meetings of Members

Section 1. Meetings

There shall be at least two regular annual meetings of WMSHC, Inc.

a. A meeting shall be held during the Annual Sacred Harp Convention. Reports by the convention Secretary, Treasurer or Finance Committee, and other appropriate committees will be given at this time.

b. A regular meeting of the members shall be held each year, at a time and place determined by the Board of Directors, for the purpose of electing Directors and transacting other business as may come before the meeting. The meeting shall be held not less than 11 months and not more than 13 months from the date of the previous year’s meeting.

Section 2. Special Meetings of Members

Special meetings of the members shall be called by the Board of Directors, the President, (or any 10 members) and shall be scheduled by the Board at times that are convenient for as many members as possible.

Section 3. Notice of Meetings

The Board of Directors shall notify the members of the date, time, and place in which the meeting will be held and the matters proposed to be acted on at the meeting. This notice shall be delivered not less than 10 and not more than 50 days before the date of the meeting. This notice shall be delivered either personally or by mail. Personal notification includes notification by telephone or by other electronic means, provided however, in the case of notification by other electronic means the board of directors shall determine whether any notification messages are undeliverable, and shall provide notice to the recipients of any undeliverable electronic messages by mail or telephone.

The notice of any meeting of members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 4. Quorum for Meetings

A quorum shall consist of 20% of active members, including two Directors, present at a scheduled meeting of WMSHC, Inc. Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 5. Quorum for Voting

A quorum of 50% of active members voting either in person, by proxy or by absentee ballot shall be required to elect or to approve bylaws. All other votes not otherwise provided for in these bylaws shall require the quorum for meetings.

Section 6. Voting Method

a. A simple majority of those present in person or by proxy or absentee ballot shall elect or approve. Each member shall cast one vote, with voting private ballot, unless there is only one nomination. Other votes may be held by affirmation. ELECTIONS SHALL BE CONDUCTED USING AN INSTANT-RUNOFF VOTING SYSTEM

b. In each case where there is more than one nomination for a position, the ballot shall provide for each member to rank the candidates for the position in order of preference until all the candidates for each position are ranked. If a member does not wish to rank one or more of the candidates they may place a 0 beside said candidate's name(s).

c. Ballot preferences for the Board of Directors will be tallied based on the number of open positions to be filled. In elections where there are two open positions, the first and second choices from each ballot will be added together, each counting equally as one vote. In elections where there are three open positions, the first, second and third choices will be added together, each counting equally as one vote and so on, up to the total number of open positions being contested. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. If two candidates are tied and they have more total votes than one or more of the other candidates, they are both elected provided that there are open positions for both candidates. If two candidates are tied based on total votes but there is only one remaining position to be filled, the previously tallied votes for the candidates who have been elected shall be eliminated and an instant runoff shall be conducted by recounting the ballots of these elected candidates, counting each vote for one of the two tied candidates who is the highest remaining choice on each ballot.

d. For Convention Officer positions, votes for the first choice candidates shall be counted. The candidate achieving a simple majority of votes cast shall be elected. Should no candidate achieve a simple majority, the votes for the candidate with the smallest number of first place votes (or in the case of a tie for fewest votes, the tied candidates) shall be eliminated. A second round of voting counting shall take place where the ballots of supporters of the eliminated candidate shall now be tallied for their second choice candidate. The eliminated candidate may not receive any more votes. The combined tally of first and second choice votes shall be used to determine whether any remaining candidate has achieved a simple majority of all votes cast. Should no candidate achieve a simple majority, the process of eliminating the remaining candidate with the fewest votes (or in the case of a tie for fewest votes, the tied candidates) shall be repeated based on the next choices on the eliminated candidate’s ballots until one candidate obtains a simple majority.

Section 7. Voting by Proxy and Absentee Ballot

a. Members shall be entitled to submit votes by proxy with a written statement conferring authority to vote to another active member in advance of any meeting of WMSHC, Inc.

b. Absentee ballots including those sent via mail or electronic means shall be accepted as specified and supervised by the board of directors or their delegates.

Section 8. Conduct of meetings

Meetings of members shall be presided over by the President or his/her delegate, or, in absence of either or these persons, by a person chosen by the majority of voting members present at the meeting. The Clerk of the corporation shall act as Clerk of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Section 9. Majority Action As Membership Action

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.

Section 10. Voting Rights

Each member is entitled to one vote on each matter submitted to a vote by the members.

Section 11. Action by Written Ballot

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

Set forth the proposed action;
Provide an opportunity to specify approval or disapproval of each proposal;
Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and,
Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to authorize the action, and the number of approvals equals or exceeds the number of votes that is required to approve the action.

Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.

Article 10: Annual Sacred Harp Convention

Section 1. Convention Date

WMSHC, Inc. shall sponsor an annual Sacred Harp convention, to be held on the second Sunday in March and the Saturday before.

Section 2. Convention Format

Only songs in the 1991 edition of The Sacred Harp, Denson revision, shall be sung at the annual Sacred Harp convention, except by prior arrangement with and/or approval of the Chair.

Article 11: Affiliation With Other Organizations

Section 1. Affiliation

WMSHC, Inc. may form and develop affiliations with other like-minded organizations in furtherance of WMSHC, Inc.'s purpose as stated in these Bylaws.

Article 12: Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of WMSHC, Inc. to enter into any contract or execute and deliver any instrument in the name of and on behalf of WMSHC, Inc., and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and, if they exceed the amount of $500, shall be countersigned by the President.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of WMSHC, Inc. in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.

Section 5. Bank Statements

The Treasurer and the President shall both review the bank statements in a timely manner.

Article 13: Corporate Records and Reports

Section 1. Maintenance of Corporate Records

The corporation shall keep at its principal office or at such other place as the board may determine:

a. Minutes of all meetings of Directors, committees appointed by the Board, all meetings of members, and convention planning meetings, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;

b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

c. A record of its members, indicating their names and addresses and the termination date of any membership;

d. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

Section 2. Directors' Inspection Rights

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 3. Members' Inspection Rights

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

a. To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Clerk of the corporation, which demand shall state the purpose for which the inspection rights are requested.

b. To obtain from the Clerk of the corporation, upon written demand on, and payment of a reasonable charge to, the Clerk of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the Clerk of the corporation or after the date specified therein as of which the list is to be compiled.

c. To inspect at any reasonable time the books, records or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Clerk of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 4. Right To Copy And Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5. Periodic Report

The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Article 14: IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Nothing contained in the Constitution and Bylaws shall be read as authorizing or permitting WMSHC, Inc. to operate other than exclusively for charitable, scientific, literary, or education purposes, within the meaning of Section 501(c) (3) of the Code, and no amendment of this Constitution and Bylaws shall authorize or permit WMSHC, Inc. to be organized or operated other than exclusively for aforesaid purposes.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

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