Bylaws of The Fun Times Singers, Inc.

A 501(c)(3) Public Benefit Corporation

Approved August 2, 2023

1. NAME AND PURPOSE

1.1. Name. The name of the organization is Fun Times Singers, Inc. (FTS), also referred to as the Chorus.

1.2. Mission Statement. The FTS is a member-driven organization, in which the members have voting rights. Its mission is:

1. To promote and encourage good fellowship among its members in the learning and presentation of music;
2. To promote the education and enjoyment of its members and the public to music;
3. To initiate, promote, and participate in charitable and community projects;
4. To perform concerts that are open to the public;

2. MUSICAL FRAMEWORK OF THE CHORUS

2.1. Level of Training. The Chorus was organized with a specific objective of singing popular music with a degree of difficulty that is consistent with a non-auditioned community chorus to include members with limited formal musical training. This founding principle is fundamental to the definition of the organization.

2.2. Characteristics of Music. The following characteristics clarify this musical framework, but are not absolutes. Deviations from the musical framework are acceptable so long as such deviations do not become routine. These guidelines must be adhered to by any person hired to execute the mission of the Chorus:

1. Broadway, popular, jazz, pop-classics and other contemporary musical styles are acceptable;
2. Music should be generally positive and fun;
3. Classical or operatic selections are generally not acceptable;
4. Because FTS is a secular community chorus, songs of a religious nature may be included, but not in such numbers or tone that would give the appearance of promoting one faith over another. Ecumenism and respect for all faiths shall be observed;
5. The majority of the pieces should be new to the chorus with no more than three repeats. A repeat is any song that has been performed in the last three years.

3. MEMBERSHIP

3.1. Age. Any adult eighteen years or older may join the chorus.

3.2. Non-discrimination. No member shall be discriminated against because of race, ethnicity, religious beliefs, creed, color, gender, age, national origin, sexual orientation, disability, medical condition, pregnancy, political affiliation, marital status, veteran status, ancestry, or any other basis to the extent prohibited by federal, state, or local law.

3.3. Auditions. Auditions are not required in order to join, although the Choral Director may ask each new member to sing for placement in a section.

3.4. Member Qualifications. To qualify as a Member, each person shall have paid the fees for the current session and be actively participating or have pre-registered for the following session.

3.5. Limit on the Number of Members. The Board may limit the number of Members in each section if circumstances require it.

Page 2

4. BOARD OF DIRECTORS

4.1. Size of the Board. The Board shall consist of seven Directors, four of whom are Officers: President, Vice President, Secretary, and Treasurer.

4.2. No Executive Board. There is no Executive Board - all Board decisions are decided by votes taken by a quorum of the entire Board after a reasonable effort is made to inform and include all Board members.

4.3. Non-compensation of Directors of the Board. Directors of the Board shall serve without pay.

4.4. Chorus Membership Requirement. Directors of the Board must be Members of the Chorus in good standing, and have participated in at least three sessions. Directors are not required to participate in every session during their tenure, but they are required to attend Board meetings and fulfill their duties throughout that time.

4.5. Term of Office. All Directors of the Board shall serve terms of two years. The duration of office shall be from January 1 to December 31. Directors, including officers, may run again for any number of terms.

4.6. Removal of Directors of the Board. Directors may be dismissed from the Board by a vote of five Directors, or by a majority vote of the Membership.

4.7. Replacement of Directors of the Board. In the event that a Director ceases to serve on the Board, a special election shall be held:

1. The special election shall be held within six weeks of the Director's cessation;
2. The winning candidate shall take office immediately, and shall serve until the end of the year;
3. This partial term shall not be considered part of the Term of Office defined in Section 4.5;
4. If an officer ceases to serve, the Board shall temporarily fill the office with another Board member until an election can be held except that if the President stops serving on the Board, the Vice President shall automatically be named President, and the Board shall then temporarily fill the office of Vice President.

5. COMMITTEES

5.1. Responsibility. Because the Board bears the overall responsibility for the conduct of the organization, the Board shall exercise oversight of all committees and may not relegate responsibility to them.

5.2. Standing Committees. The Board shall select the Chairs of the following Standing Committees, consisting of Directors and Chorus Members. The Chairs shall select the other committee members.

1. Recruitment Committee. The Recruitment Committee is responsible for recruiting candidates for the Board and the Offices and establishing their eligibility. It shall consist of three members, one of whom must be a Board member;
2. Election Committee. The Election Committee is responsible for determining an election date, announcing it to the membership, preparing the ballots, and distributing, collecting and counting them. The Election Committee shall consist of three members, none of whom are Directors or Board or Officer candidates;
3. Venue Committee. The Venue Committee is responsible for finding possible venues for practices and concerts, presenting their findings to the Board and preparing a contract for Board approval;
4. Membership Committee. The Membership Committee is responsible for registering members for each season, managing the membership attendance at practices and concerts, and preparing rehearsal schedules.

5.3. Other Committees. The Board may appoint other committees as needed, and these shall be identified in the FTS Policies document.

Page 3

6. ELECTION OF THE BOARD OF DIRECTORS AND OFFICERS

6.1. Election Dates. Elections shall take place every two years during the month of November. The Election Committee shall set the election date and the closing date for candidacies at least one month in advance of the election. The election shall be held at a regularly scheduled practice of the chorus. Non-participating members in good standing may attend the election meeting and vote.

6.2. Candidacy. The Recruitment Committee shall invite candidates for the Board and Offices from among the Chorus Members. Members shall inform the Recruitment Committee of their candidacies at least two weeks prior to an election. Candidates for the Offices shall state which office they are running for; candidates for the other Directorships shall state that as their intention. The candidate list shall be made available to any Member at any time in the recruitment process. The Election Committee shall arrange for candidates to have the opportunity to speak to the membership at large before the election.

6.3. Voting. Election shall be conducted by secret ballot, even if the number of candidates equals the number of openings on the Board. To be elected to the Board, a candidate must receive a majority of the votes cast. The ballots shall be collected and counted by the Election Committee. The results of the election shall be announced within one week. The ballots shall be retained by the Chair of the Election Committee for one month after the election.

6.4. Special Situations. In the event that there is an office or directorship position for which no candidate receives a majority of the vote, or in case of a tie, a runoff election will be held among the candidates receiving the most votes. If no candidate receives a majority vote for a particular position, the Board shall treat the situation as a vacancy and appoint a member to the office or directorship involved.

7. OFFICERS AND THEIR DUTIES

7.1. Officers. The officers of the Board shall consist of a President, Vice President, Secretary and Treasurer.

7.2. Duties of the President. The President shall:

1. Preside at all Board meetings whenever possible;
2. Set the date of Board meetings; prepare and distribute agendas for all Board meetings in a timely fashion;
3. Work with the Treasurer and corporate accountant to ensure that the corporation responsibilities are met, including federal and state requirements, payment of taxes and other obligations, and collection of revenues;
4. Work with the Treasurer and Board to review financial reports and to monitor costs and expenditures;
5. Perform other duties as associated with the office.
6. Serve as the manager for any employees of the corporation.

7.3. Duties of the Vice-President. The Vice-President shall:

1. Assume the duties of the President in the event of the President's absence;
2. Coordinate all FTS committees on behalf of the Board.

7.4. Duties of the Secretary. The Secretary shall:

1. Record, maintain and publish the minutes of Board meetings in a timely fashion, typically within two weeks of a Board meeting;
2. Keep a record of formal Board actions in a Minute Book;
3. Maintain a Corporate Record Book, consisting of articles of incorporation, bylaws, list of names and addresses of Directors, a membership roster, and state registration forms;
4. Keep a record of all formal correspondence from the FTS Board to outside parties;
5. Keep a record of all correspondence between the membership and the Board.

Page 4

7.5. Duties of the Treasurer. The Treasurer shall:

1. Prepare an annual budget for the organization;
2. Work with the corporate accountant to prepare financial reports, including federal and state tax documents, as needed, and to ensure that all financial obligations are met;
3. Manage the bank account of the organization, sign payment checks, and endorse deposits;
4. Provide financial reports as requested by the Board;
5. Oversee ticket sales for concerts and ensure their deposits into an FTS bank account.
6. Ensure Employee payroll is disbursed in a timely manner and all employer/employee tax regulations are met.

8. BOARD MEETINGS

8.1. Frequency of Regular Board Meetings. The Board shall meet on a monthly basis, except that the President may cancel a meeting subject to the approval of a majority of the entire Board; this approval may be obtained by email or other informal means. The time and place of the meeting shall be announced to the membership at least one week before it is held.

8.2. Special Meetings. Special meetings may be held at any time when called for by the President or a majority of Board members, but only to address timely or urgent issues requiring Board action.

8.3. Confidential Meetings. The Board may meet in confidential sessions to confer with legal counsel or to discuss and/or vote on contracts, member discipline, or litigation. These sessions are not open to the chorus membership and do not require minutes to be taken, but a summary of the topics discussed shall be included in the minutes of the next regular meeting.

8.4. Agendas. The President shall provide an agenda to the other Directors at least two days in advance of regular meetings.

8.5. Open Meetings. Except for Confidential Meetings, the meetings shall be open to the chorus membership. Time shall be reserved for chorus members to express their views on relevant matters.

9. BOARD VOTING

9.1. Definition of Quorum. A majority of the total Board membership constitutes a quorum at any meeting of the Board.

9.2. Absence of Quorum. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Approval for motions in the agenda may be subsequently obtained by email. The Secretary shall keep records of these votes, and the votes shall be recorded in the minutes of the next regular Board Meeting.

9.3. Passage of a Motion. When there is a quorum, passage of a motion requires a simple majority of the Directors present at the meeting, unless otherwise specified in these Bylaws.

10. CONFLICT OF INTEREST

10.1. Financial or Personal Interest. Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the Board shall ensure that:

1. The interest of such Officer or Director is fully disclosed to the Board of Directors;
2. No interested Director or Officer may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon;
3. Any transaction in which a Director or Officer has a financial or personal interest shall be duly approved by members of the Board of Directors not so interested or connected as being in the best interests of the organization;
4. Fees for services rendered by the interested Director or Officer shall be reasonable and shall not exceed fair market value;
5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

Page 5

11. POLICIES

11.1. Definition of Policies. The "Policies of the Fun Times Singers" describe the rules and guidelines for conducting the activities of the organization.

11.2. Modification of Policies. Modification of the "Policies of the Fun Times Singers" requires a majority vote of the entire Board, i.e., at least four votes.

12. AMENDMENTS TO THE BYLAWS

12.1. Board Approval. Except as provided by section 12.3, amendments to the bylaws require a two-thirds vote of the entire Board, i.e., at least five votes.

12.2. Membership Approval. In addition to Board approval, the membership must approve all amendments to the bylaws. Approval requires a majority vote of the entire membership.

12.3. Member-Initiated Amendments. Amendments may be proposed by any member of the Chorus. To qualify to be placed before the membership for a vote, a petition shall be prepared that contains the exact wording of the amendment, and this petition shall be signed by one-third of the membership. The amendment shall then be communicated to the membership by email for a minimum of two weeks, after which a vote shall be taken at a regular practice session. Approval requires a two-thirds majority of the entire eligible membership at the time.

13. EMPLOYEES AND CONTRACTORS

13.1. Choral Director. The Board shall select and hire a competent music director or conductor to fill the position of Choral Director.

13.2. Accompanist. The Board shall select and hire a competent pianist to fill the position of Accompanist.

13.3. Other Employees and Contractors. The Board may engage other employees and contractors, musical and non-musical, to provide services to the Chorus.

13.4. Compensation. The Board shall determine the compensation for all employees and contractors performing services for the Chorus and may terminate their contracts.

13.5. Engagement of Services. Any offer to engage services including (but not limited to) contracts, employment offers, and oral agreements (resulting in an expense exceeding $100) must be approved by the Board prior to being extended by the President and the Secretary.

14. CHORAL DIRECTOR

14.1. Chorus Representative. The Choral Director is the official representative of the Chorus in performance affairs and has considerable latitude in the artistic interpretation of the music. However, all musical decisions must fall within the musical framework of the Chorus.

14.2. Board Oversight. The Board has ultimate responsibility for ensuring that the musical program fits within the musical framework of the Chorus.

14.3. Duties. The duties of the Choral Director shall be the following:

1. Placement of members in appropriate sections of the chorus;
2. Programming of concerts and selection of music within the musical framework of the Chorus;
3. Selection of soloists and ensembles from the Chorus and selection of instrumentalists, either professional or from the Chorus;
4. Conducting rehearsals and performances;
5. Other duties as mutually agreed upon by the Choral Director and the Board.

Page 6

15. DISBANDING OF THE CHORUS

15.1. Determination to Disband. The Chorus may be disbanded by a two-thirds vote of the entire membership. The Chorus may also be compelled to disband due to financial or legal requirements.

15.2. Disposition of Assets. In the event the Chorus should disband, all property shall be sold and the proceeds of the sale, together with any funds on hand, shall be contributed to one or more charitable organization(s) to be selected by the membership at a regular meeting, or by the Board if regular meetings of the membership have ceased.