Bylaws of Cortland Music, Inc.

I. Name

  1. The name of the organization shall be Cortland Music, Inc.

II. Board of Directors

  1. The Board of Directors shall serve without pay and consist of at least 3 members.

  2. Board members shall actively pursue the goals of the organization as outlined in the articles of incorporation.

  3. Board members may serve a term of three years. This term can be renewed.

  4. Members may resign from the Board by a notification in writing that is addressed to the rest of the Board.

  5. New Board members may be added to the Board by inclusion of the interested candidate's name in the agenda and an affirmative vote by at least two-thirds of the Board members present.

  6. Board members may be dismissed from the Board if they fail to actively pursue the goals of the organization, or are interfering with Board's ability to function. Dismissal shall require the inclusion of this topic in the agenda, and an affirmative vote by two-thirds of the Board members present. Notification of dismissal will be presented in writing to the dismissed Board member.

III. Officers

  1. The the officers of the Board shall consist of a Chair, Vice-Chair, Secretary, and Treasurer.

  2. Election of officers requires nomination by one or more Board members, and a simple majority vote of the Board members present.

  3. Elected officers may serve a term of one year and may be re-elected to the same position.

  4. (a)The Chair shall set the order of the agenda, preside at all Board meetings, and perform other duties as associated with the office. (b)The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence. (c)The Secretary shall be responsible for the minutes of the Board, keep a record of all approved minutes, and send out copies of the minutes to all Board members. (d) The Treasurer shall keep a record of the organization’s budget, be responsible for the organization's financial transactions and prepare financial reports as needed.

IV. Committees

  1. The Board may appoint standing and ad hoc committees as needed.

V. Meetings

  1. Regular meetings shall be held annually at a time and place determined by the Board.

  2. The Chair will preside over the meetings. If the Chair is unable to preside, the other officers will preside in the following order: Vice-Chair, Secretary and Treasurer.

  3. At the annual meeting, Board members will be present and in person, as long as this is required by law.

  4. Special meetings may be held at any time when called for by one of the officers or a majority of Board members.

  5. Special meetings may make use of whatever form of communication is deemed appropriate by the Board. They do not need to be present and in person.

  6. A meeting shall include the election of officers if an officer's term has expired or in the event of a vacancy.

  7. Notice of each meeting will be communicated to all Board members at least 7 days in advance.

  8. The meeting agenda shall be provided to Board members at least 5 days in advance.

  9. Topics for the meeting's agenda may be submitted by any member of the Board to the Chair, who will decide on the order in which topics are presented at the meeting.

VI. Voting

  1. (a) A majority of all board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

  2. Passage of a motion requires a simple majority of the Board members present at the meeting.

VII. Conflict of Interest

  1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate their seat and refrain from discussion and voting on this topic.

VIII. Fiscal Policies

  1. The fiscal year of the board shall be January 1st to December 31st

IX. Transparency

  1. Records of overall income and expenditures shall be made easily available to the public.

  2. Records of Board meeting minutes shall be made easily available to the public.

X. Amendments

  1. These by-laws may be amended, provided that a copy of the proposed amendment(s) is made available to each Board member at least one week prior to the meeting, and with an affirmative vote of two-thirds of all the Board members.

These Bylaws were approved at the first meeting of the Board of Directors of Cortland Music, Inc. on May 26, 2009.

Approved by the initial directors:

______________________________________John P. Sikora

______________________________________Gina Sikora

______________________________________Dave Richman

______________________________________Marion Giambattista