ARTICLE II - MEMBERS
The corporation will have no members. For all
purposes required by law, the directors shall be considered the
members.
ARTICLE III - MEMBERS & MEETINGS
Annual Meeting
The annual meeting of the members shall be held on the
first (1st) Monday in February, in each year, beginning with the
Year 2001, and for the transaction of such business as may come
before the meeting. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
Place of Meeting
The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all members entitled to
vote at a meeting may designate any place, either within or without
the State unless otherwise prescribed by statute, as the place for
holding such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation.
ARTICLE IV - BOARD OF DIRECTORS
General Powers
The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all
cases act as a board, and they may adopt such rules and regulations
for the conduct of their meetings and the management of the
corporation, as they may deem proper, not inconsistent with these
By-Laws and the laws of this State.
Number, Tenure and Qualifications
The number of directors of the corporation shall be three
(3). Each director shall hold office until the next annual
meeting of members and until a successor shall have been elected and
qualified.
Regular Meetings
A regular annual meeting of the directors, shall be held as
provided in Article III. The directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
Special Meetings
Special meetings of the directors may be called by or at
the request of the President or any two directors. The person
or persons authorized to call special meetings of the directors may
fix the place for holding any special meeting of the directors
called by them.
Notice
Notice of any special meeting shall be given at least two
(2) days previously thereto by written notice delivered personally,
or by telegram, or facsimile, or mailed to each director at his
business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting.
Quorum
At any meeting of the directors a majority of the board
shall constitute a quorum for the transaction of business, but if
less than said number is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.
Manner of Acting
The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
directors.
Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the board for any
reason except the removal of directors without cause may be filled
by a vote of a majority of the directors then in office, although
less than a quorum exists. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of
the members. A director elected to fill a vacancy caused by
resignations, death or removal shall be elected to hold office for
the unexpired term of his predecessor.
Removal of Directors
Any or all of the directors may be removed for cause by
vote of the members or by action of the board. Directors may
be removed without cause only by vote of the members.
Compensation
No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and
expenses for actual attendance at each regular or special
meeting
of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation
therefor.
Executive and Other Committees
The board, by resolution, may designate from among its
members an executive committee and other committees, each consisting
of three or more directors. Each such committee shall serve at
the pleasure of the board.
ARTICLE V - OFFICERS
Number
The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer, each of whom shall be
elected by the directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by
the directors.
Election and Term of Office
The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the
directors held after each annual meeting of the members. Each
officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter
provided.
Removal
Any officer elected or appointed by the directors may be
removed by the directors whenever in their judgment the best
interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person so removed.
Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the
directors for the unexpired portion of the term.
President
The President shall be the principal executive officer of
the corporation and, subject to the control of the directors, shall
in general supervise and control all of the business and affairs of
the corporation. He shall, when present, preside at all
meetings of the members and of the directors. He may sign,
with the Secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the directors have authorized to be executed, and
in general shall perform all duties incident to the office of
President and such other duties as may be pre-scribed by the
directors from time to time.
Vice President
In the absence of the President or in the event of his
death, inability or refusal to act, the Vice-President shall perform
the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
President. The Vice-President shall perform such other duties
as from time to time may be assigned to him by the President or by
the directors.
Secretary
The Secretary shall keep the minutes of the members' and of
the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the
corporate records and of the seal of the corporation and keep a
register of the address of each member which shall be furnished to
the Secretary by such member, and in general perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or by the
directors.
Treasurer
If required by the directors, the Treasurer shall give a
bond for the faithful discharge of duties in such sum and with such
surety or sureties as the directors shall determine. Treasurer
shall have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositors as
shall be selected in accordance with these by-laws and in general
perform all of the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the
president or by the directors.
ARTICLE VI - CONTRACTS AND GIFTS
Contracts
The directors may authorize any officer or officers, agent
or agents of the corporation, in addition to the officers so
authorized by these bylaws, 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.
Gifts
The directors may accept on behalf of the corporation any
contribution, gift, bequest or devise for the general purpose or for
any special purpose of the corporation.
ARTICLE VII - CERTIFICATES OF
MEMBERSHIP
The directors may provide for the issuance of certificates
evidencing membership in the corporation. The name and address
of each member and the date of issuance of the certificate shall be
entered on the records of the corporation. If any certificate
may become lost, mutilated or destroyed, a new certificate may be
issued therefor upon such terms and conditions as the directors may
determine.
ARTICLE VIII - 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 members, directors and committees having any of the authority of
the directors, and shall keep at its registered or principal office
a record giving the name and addresses of the members entitled to
vote. All books and records of the corporation may be
inspected by any member, or his or her agent or attorney, for any
property purpose at any reasonable time.
ARTICLE IX - DUES
The directors may determine from time to time the amount of
initial fee, if any, and annual dues payable to the corporation by
members of each class.
ARTICLE X - AMENDMENTS
These by-laws may be altered, amended or repealed and new
by-laws may be adopted by a vote of a majority of the members at any
annual meeting or at any special meeting when the proposed amendment
has been set out in the notice of such meeting.
I HEREBY CERTIFY THAT THIS IS A TRUE COPY OF THE
BY-LAWS OF THE GARRETT PARK MUSIC SCHOOL, INC.
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