LOGAN SHOW CHOIR PARENT ORGANIZATION
By-Laws
Amended June 2019
ARTICLE I – NAME and PURPOSE
I.I Name
The name of this organization shall be the Logan Show Choir Parent Organization, Inc., a non- profit, non-stock corporation and shall also be referred to as the LSCPO, or, the Organization.
I.II Purpose
The purpose of this organization shall be to promote exclusively the charitable, educational, or scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue Code; to approve and aid in the financing of the local and out-of-state competitions for the Logan High School show choirs; to assist in financing the cost of costumes, props, and other necessary items used by the choirs; to provide a support system to the Director(s) of said show choirs; to serve as positive role models for our show choir students; and to be a public relations arm of Logan High School promoting student participation in school activities.
ARTICLE II – MEMBERSHIP
II.I Membership
Membership in the LSCPO shall include all parents and/or legal guardians of students participating in the show choirs (technical stage crew, show band, singer/dancers) of Logan High School. The Vocal and Instrumental Director(s) of the Logan Show Choirs shall be included in the General Membership.
II.II Activity Fees
Logan Show Choir (LSC) singer/dancers, show band members, and stage crew members shall be required to pay an Annual Activity Fee to the LSCPO. These fees shall be used toward the Organization’s Purpose (per Article 1.2). The amount of, and payment options for, said fees shall be determined from time to time by the Board of Directors with majority approval of the General Membership.
As the legal guardians of LSC members, parents and/or legal guardians shall be responsible for said fees. Only those Members who have paid fees and other assessments in full, or, are paying in a timely manner according to sanctioned payment agreements, shall be in good standing.
Students whose fees are in arrears at the end of the school year will be listed and said list will be turned over to the Logan High School Administration for collection. Students with outstanding fees will have their diploma withheld or may be prevented from receiving their final grades in a given school year.
II.III Financial Aid
It is the goal of the LSCPO that Activity Fees never prevent a student from participation in Logan Show Choirs. Confidential financial aid for up to half of the annual activity fee shall be
available through application to the LSCPO Treasurer or one of the LSC Vocal or Instrumental Directors.
II.IV Termination
Membership in the LSCPO is voluntary and a Member may terminate membership at any time by sending a letter requesting termination to the LSCPO’s Secretary. Voluntary termination of membership in the LSCPO will not excuse the parent or legal guardian of a LSC member from paying any applicable fees accrued by the student.
ARTICLE III – BOARD OF DIRECTORS
III.I General Powers
The Board of Directors (Board) shall be established at the September meeting of the Organization. The Board is charged with implementing general LSCPO policy and procedures. The number of members of the Board shall be established from time to time by the Board, but said number shall not be less than the number required by state law or, if greater, by the Internal Revenue Service as a condition of maintaining tax exempt status. The Board shall include this organization’s Executive Officers and Parent Liaisons, the Show Choirs’ Vocal and Instrumental Directors, and the Chairs of the organization’s Standing Committees (per Article 6).
III.II Regular Meetings
This Board shall be a decision making board that will meet throughout the year as needed. Board meetings shall be open to the General Membership; however, Board members shall conduct the business of the Board with minimal participation from the General Membership except when invited by a Board member to provide information. A quorum shall exist when a majority of the voting members of the Board are present. The Board shall meet not less than 7 seven days prior to each General Membership meeting to address any pertinent issue(s) facing this organization and to set the agenda for the upcoming General Membership meeting. This agenda shall then be published to the General Membership prior to the monthly meeting.
III.III Fundraising
One specific responsibility of the Board is to establish a yearly program fundraising goal and a specific plan of fundraising events. The Vice President is charged with managing fundraising activities. All fundraising activities must have the approval of the Board of Directors prior to any activities taking place. Liabilities arising from unauthorized projects are not the responsibility of the LSCPO.
ARTICLE IV – OFFICERS
IV.I Number and Term
The Officers of the LSCPO shall be President, Vice President, Secretary and Treasurer. Officers shall be elected annually at the September meeting and may be re-elected. The Officers shall carry on the usual duties of the positions.
The Officers’ terms shall run from September to September. If an Officer is unable or unwilling to serve their complete term, the Board of Directors shall jointly choose a temporary
replacement. At the next regularly scheduled General Membership Meeting, nominations for the open position shall be accepted and, if contested, shall be voted on by secret ballot. Officers who need/choose to resign from office during their term shall not be involved in the appointment of their successor or any replacement(s) to office(s) that may concurrently become open.
IV .II President
The President shall preside over all meetings of the General Membership and Board of Directors and shall set the agenda for Board of Directors’ meetings. An agenda shall be prepared by the President before each meeting and shall be made available to the Membership, minimally, within the week prior to the regularly scheduled General Membership meetings.
The President shall have the option of calling special meetings when necessary and shall have the tie-breaking vote at all meetings and elections.
IV.III Vice President
The Vice President is responsible for coordinating the fundraising activities of the LSCPO and will report fundraising activities at Board Meetings. The Vice President shall not be allowed to chair more than one major fundraiser in any given fiscal year. A major fundraiser shall be defined as an event that raises over $1,000 for the general fund of the LSCPO.
The Vice President shall assume the duties of the President in the President’s absence.
IV.IV Secretary
The Secretary shall record the minutes of all meetings of the General Membership and the Board and shall report the same at the next succeeding meeting of each group. Minutes will be typed and a copy given to the President within one week of the previous meeting and shall, in turn, be made available to the General Membership in a timely fashion. The Secretary shall maintain a complete list of show choir and LSCPO Members with appropriate contact information. This list shall be made available to all LSCPO members.
The Secretary shall also be responsible for any other correspondence that is necessary for the operations of the LSCPO.
IV.V Treasurer
The Treasurer shall keep an account for all monies, credits, and property of the LSCPO, which shall come into his/her hands, and shall keep an accurate account of all money received and disbursed. He/she shall be charged with sending out personal account statements to LSCPO Members in a regular and timely fashion and collecting Activity Fees. The Treasurer shall also prepare such statements, as the organization is required to prepare by the laws of the state and federal government. A Treasurer’s report shall be prepared and given to the Board of Directors and to the General Membership at their regularly scheduled meetings. This report shall be read into the minutes of said meetings and shall be made available to the entire Membership.
The LSCPO fiscal year shall run from July 1 through June 30. The Treasurer shall provide a detailed Annual Fiscal Report at the LSCPO September General Membership meeting.
ARTICLE V – GENERAL MEMBERSHIP MEETINGS
V .I Meetings
Monthly General Membership meetings shall be held from August through May. The LSCPO President can, throughout the year, cancel (due to conflict or inclement weather) or postpone regularly scheduled General Membership meetings and can call special and/or mandatory meetings with reasonable notice.
V.II Special Meetings
Several General Membership meetings throughout the year shall have special agenda.
V .IIa May
The May General Membership meeting shall be held with the primary purpose of welcoming new LSCPO Members and presenting the candidates for Executive Offices for the coming year. Summer fundraising events will be planned at this meeting. The May meeting will be an informational meeting specifically designed for new parents of the show choirs. The President, the Director(s), and the school Activities Director, if available, will conduct this meeting.
V .IIb September
The election of Executive Officers will take place at the September General Membership meeting. Additionally, at this meeting, major program goals will be presented, as well as the formation of Standing Committees.
V.III Executive Officer and Parent Liaison Reports
All LSCPO Officers and Liaisons shall, at all regularly scheduled meetings, report pertinent activities and current status relating to the choirs’ business.
V .IV Quorum
A quorum of the General Membership shall exist at a General Membership meeting when, minimally, half of the voting members of the Executive Committee Board (3); and, additionally, General Members at least double the number of attending Officers, are present.
V.V Rules of Order
“Robert’s Rules of Order, Revised” shall be used to govern on any matter not covered in the By- Laws of the Organization. The proceedings of any meeting, however, may, at the discretion of the presiding officer, be run by generally accepted rules of order to facilitate smooth and expeditious conduct of business, unless requested by any member present to follow Robert’s Rules for a particular segment of business.
ARTICLE VI – COMMITTEES
For ease of operation, the following Standing and Ad Hoc Committees shall be established. All committee meetings shall be open to the General Membership, except as noted. Committee meeting times shall be established on an “as needed” basis and shall be cited as part of
Committee Reports to the General Membership.
The LSCPO President shall appoint and, when necessary, replace Committee
Chairpersons. He/she shall be required to have all Standing Committee Chairs in place for the September General Membership meeting. Any Member of the LSCPO can hold a Committee Chair.
VI.I Budget Committee
This Committee shall be an Ad Hoc Committee and shall include, minimally, the current LSCPO President and Treasurer, the Director(s) of both choirs, their Liaisons and, by invitation, any past treasurers. The Budget Committee shall meet in June or July to prepare an annual operating budget. The budget shall be presented no later than the October General Membership meeting. The budget shall include all reasonably foreseeable projected expenditures for the Logan Show Choirs during the upcoming competitive season, including, but not limited to: costs for music rights and arrangements, choreography, costumes, travel, equipment, props, and competition fees.
VI.II Executive Committee
This Standing Committee will consist of the Show Choirs’ Vocal and Instrumental Director(s), current Executive Officers, and Parent Liaisons. This committee shall be responsible for approval of all financial expenditures outside of the annual operating budget. The Executive Officers and Director(s) shall be the only voting members of this committee. Parent Liaisons may cast a proxy vote for their Director if said Director is unable to attend an Executive Committee or Board of Directors’ meeting where expenditures are voted on.
The Executive Committee shall be allowed to go into Confidential Executive Session when discussing financial and/or disciplinary issues involving students.
VI.III Nominating Committee
This Ad Hoc Committee shall be responsible for arranging a slate of officers to be introduced at the May General Membership meeting, compiling a summary of the candidates to be sent to all LSCPO Members with an announcement of elections and preparing a ballot for use during those elections. The chair of this committee shall run the election at the September meeting. Voting for any contended office shall be on a written, secret ballot. The ballot of the President of the LSCPO (or in his/her absence, the highest-ranking Executive Officer in attendance) shall be held to break any resulting tie(s). This committee shall be formed at least 30 days prior to the June May meeting.
VI.IV Invitational Committee
This Standing Committee shall be responsible for the organization and implementation of Logan Show Choirs’ single biggest annual fundraiser, the Logan Showcase. Sub-committees shall be commissioned by and report to the Committee/Event Chair. Sub-committee Chairs shall have limited autonomy for their individual committee operations. Outlines for each Sub-committee’s operations shall be available from the Committee Chair. Those Sub-committees, where applicable, shall be required to stay within designated budgets or seek prior approval for overruns.
VI.V Social Committee
This Standing Committee shall be responsible for organizing non-fundraising events throughout the year. Itemized budgets for these events shall be submitted to the Executive Committee for approval, and/or, to the General Membership, prior to any social event, whenever possible.
ARTICLE VII – LEGAL and FINANCIAL MATTERS
VII.I Contracts
All documents made, accepted, or executed by the LSCPO shall be signed by the President and the Secretary or Treasurer.
VII.II Non-budgeted Disbursements
The Executive Committee shall be permitted to approve non-budgeted disbursements of no more than one thousand dollars ($1,000) for the operation of the show choirs without the advice and consent of the General Membership. All expenditures over $250 not specifically covered by the annual operating budget, being initially approved by the Executive Board, shall be brought before the General Membership at the subsequent General Membership meeting for advice and consent. At this time, the approving vote of the Executive Committee shall be read to be included in the Organization’s meeting minutes. An itemized listing of all approved expenditures shall be included as part of the Treasurer’s report and shall be available at the subsequent General Membership meeting.
VII.III Deposits
All funds of the LSCPO shall be deposited from time to time to the credit of the LSCPO in such banks, trust companies, or other depositories as the Board of Directors may select.
VII.IV Gifts
The Board of Directors may accept on behalf of the LSCPO any contribution, gift, bequest, or device for the general purpose or for any special purpose of the LSCPO.
VII.V Net Earnings
No part of the net earnings of the LSCPO shall be used for, or to the benefit of, or to be distributed to, its Members, Board of Directors, or Officers, except that which the LSCPO, by its Board, shall be authorized and empowered to make reimbursement for reasonable expenses (i.e. fuel reimbursement for transportation of show choir equipment to away competitions, supplies for a fundraising event, etc.) without the express approval of the General Membership. This approval shall be gained by a simple majority voice vote at a General Membership meeting.
VII.VI Authorized Signatures
The Treasurer, or in the absence of the Treasurer, the President, shall be authorized to write checks on the LSCPO account.
ARTICLE VIII – BY-LAWS CHANGES VIII.I Changes to the By-Laws
When changes are deemed necessary, the President shall appoint a Chair and call for volunteers to form an Ad Hoc Committee for By-Laws revisions. It shall be open to all General Members. Any proposed change to these By-Laws shall be presented in writing at a General Membership meeting for consideration as a first reading. At a succeeding General Membership meeting the proposed change(s) shall be presented for a second reading and a subsequent vote. The proposed change(s) must be approved by a two-thirds vote of the Members present in order for the change to become part of the By-Laws.
ARTICLE IX – OFFICERS and DIRECTORS
LIABILITY and INDEMNITY
IX.I Liability of Directors and Officers
No person shall be liable to the LSCPO for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as a Director or Officer of the LSCPO if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the LSCPO or upon statements made or information furnished by Officers or employees of the LSCPO which he or she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
IX.II Indemnity of Officers and Directors
Every person who is or was a Director or Officer of the LSCPO (together with the heirs, executors, and administrators of such person) shall be indemnified by the LSCPO against all costs, damages, and expenses asserted against, incurred by, or imposed upon him or her in connection with or resulting from any claim, action, suit, or proceeding, including criminal proceedings, to which he or she is made or threatened to be made a party by reason of his or her being or having been such Director or Officer, except in relation to matters as to which a recovery shall be had against him or her by reason of his or her having been finally adjudged in such action, suit, or proceeding to have been guilty of fraud in the performance of his or her duty as such Officer or Director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit, or proceeding. In the case of a criminal action, suit, or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such Director or Officer is guilty of fraud in the performance of his or her duties, if such Director or Officer was acting in good faith in what he or she considered to be the best interests of the LSCPO and with no reasonable cause to believe that the action was illegal.
The LSCPO, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the LSCPO with respect to any action taken or not taken in his or her capacity as such employee. The foregoing rights of indemnification shall be in addition to all rights to which Officers, Directors, or employees may be entitled to as a matter of law.
By-Laws
Amended June 2019
ARTICLE I – NAME and PURPOSE
I.I Name
The name of this organization shall be the Logan Show Choir Parent Organization, Inc., a non- profit, non-stock corporation and shall also be referred to as the LSCPO, or, the Organization.
I.II Purpose
The purpose of this organization shall be to promote exclusively the charitable, educational, or scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue Code; to approve and aid in the financing of the local and out-of-state competitions for the Logan High School show choirs; to assist in financing the cost of costumes, props, and other necessary items used by the choirs; to provide a support system to the Director(s) of said show choirs; to serve as positive role models for our show choir students; and to be a public relations arm of Logan High School promoting student participation in school activities.
ARTICLE II – MEMBERSHIP
II.I Membership
Membership in the LSCPO shall include all parents and/or legal guardians of students participating in the show choirs (technical stage crew, show band, singer/dancers) of Logan High School. The Vocal and Instrumental Director(s) of the Logan Show Choirs shall be included in the General Membership.
II.II Activity Fees
Logan Show Choir (LSC) singer/dancers, show band members, and stage crew members shall be required to pay an Annual Activity Fee to the LSCPO. These fees shall be used toward the Organization’s Purpose (per Article 1.2). The amount of, and payment options for, said fees shall be determined from time to time by the Board of Directors with majority approval of the General Membership.
As the legal guardians of LSC members, parents and/or legal guardians shall be responsible for said fees. Only those Members who have paid fees and other assessments in full, or, are paying in a timely manner according to sanctioned payment agreements, shall be in good standing.
Students whose fees are in arrears at the end of the school year will be listed and said list will be turned over to the Logan High School Administration for collection. Students with outstanding fees will have their diploma withheld or may be prevented from receiving their final grades in a given school year.
II.III Financial Aid
It is the goal of the LSCPO that Activity Fees never prevent a student from participation in Logan Show Choirs. Confidential financial aid for up to half of the annual activity fee shall be
available through application to the LSCPO Treasurer or one of the LSC Vocal or Instrumental Directors.
II.IV Termination
Membership in the LSCPO is voluntary and a Member may terminate membership at any time by sending a letter requesting termination to the LSCPO’s Secretary. Voluntary termination of membership in the LSCPO will not excuse the parent or legal guardian of a LSC member from paying any applicable fees accrued by the student.
ARTICLE III – BOARD OF DIRECTORS
III.I General Powers
The Board of Directors (Board) shall be established at the September meeting of the Organization. The Board is charged with implementing general LSCPO policy and procedures. The number of members of the Board shall be established from time to time by the Board, but said number shall not be less than the number required by state law or, if greater, by the Internal Revenue Service as a condition of maintaining tax exempt status. The Board shall include this organization’s Executive Officers and Parent Liaisons, the Show Choirs’ Vocal and Instrumental Directors, and the Chairs of the organization’s Standing Committees (per Article 6).
III.II Regular Meetings
This Board shall be a decision making board that will meet throughout the year as needed. Board meetings shall be open to the General Membership; however, Board members shall conduct the business of the Board with minimal participation from the General Membership except when invited by a Board member to provide information. A quorum shall exist when a majority of the voting members of the Board are present. The Board shall meet not less than 7 seven days prior to each General Membership meeting to address any pertinent issue(s) facing this organization and to set the agenda for the upcoming General Membership meeting. This agenda shall then be published to the General Membership prior to the monthly meeting.
III.III Fundraising
One specific responsibility of the Board is to establish a yearly program fundraising goal and a specific plan of fundraising events. The Vice President is charged with managing fundraising activities. All fundraising activities must have the approval of the Board of Directors prior to any activities taking place. Liabilities arising from unauthorized projects are not the responsibility of the LSCPO.
ARTICLE IV – OFFICERS
IV.I Number and Term
The Officers of the LSCPO shall be President, Vice President, Secretary and Treasurer. Officers shall be elected annually at the September meeting and may be re-elected. The Officers shall carry on the usual duties of the positions.
The Officers’ terms shall run from September to September. If an Officer is unable or unwilling to serve their complete term, the Board of Directors shall jointly choose a temporary
replacement. At the next regularly scheduled General Membership Meeting, nominations for the open position shall be accepted and, if contested, shall be voted on by secret ballot. Officers who need/choose to resign from office during their term shall not be involved in the appointment of their successor or any replacement(s) to office(s) that may concurrently become open.
IV .II President
The President shall preside over all meetings of the General Membership and Board of Directors and shall set the agenda for Board of Directors’ meetings. An agenda shall be prepared by the President before each meeting and shall be made available to the Membership, minimally, within the week prior to the regularly scheduled General Membership meetings.
The President shall have the option of calling special meetings when necessary and shall have the tie-breaking vote at all meetings and elections.
IV.III Vice President
The Vice President is responsible for coordinating the fundraising activities of the LSCPO and will report fundraising activities at Board Meetings. The Vice President shall not be allowed to chair more than one major fundraiser in any given fiscal year. A major fundraiser shall be defined as an event that raises over $1,000 for the general fund of the LSCPO.
The Vice President shall assume the duties of the President in the President’s absence.
IV.IV Secretary
The Secretary shall record the minutes of all meetings of the General Membership and the Board and shall report the same at the next succeeding meeting of each group. Minutes will be typed and a copy given to the President within one week of the previous meeting and shall, in turn, be made available to the General Membership in a timely fashion. The Secretary shall maintain a complete list of show choir and LSCPO Members with appropriate contact information. This list shall be made available to all LSCPO members.
The Secretary shall also be responsible for any other correspondence that is necessary for the operations of the LSCPO.
IV.V Treasurer
The Treasurer shall keep an account for all monies, credits, and property of the LSCPO, which shall come into his/her hands, and shall keep an accurate account of all money received and disbursed. He/she shall be charged with sending out personal account statements to LSCPO Members in a regular and timely fashion and collecting Activity Fees. The Treasurer shall also prepare such statements, as the organization is required to prepare by the laws of the state and federal government. A Treasurer’s report shall be prepared and given to the Board of Directors and to the General Membership at their regularly scheduled meetings. This report shall be read into the minutes of said meetings and shall be made available to the entire Membership.
The LSCPO fiscal year shall run from July 1 through June 30. The Treasurer shall provide a detailed Annual Fiscal Report at the LSCPO September General Membership meeting.
ARTICLE V – GENERAL MEMBERSHIP MEETINGS
V .I Meetings
Monthly General Membership meetings shall be held from August through May. The LSCPO President can, throughout the year, cancel (due to conflict or inclement weather) or postpone regularly scheduled General Membership meetings and can call special and/or mandatory meetings with reasonable notice.
V.II Special Meetings
Several General Membership meetings throughout the year shall have special agenda.
V .IIa May
The May General Membership meeting shall be held with the primary purpose of welcoming new LSCPO Members and presenting the candidates for Executive Offices for the coming year. Summer fundraising events will be planned at this meeting. The May meeting will be an informational meeting specifically designed for new parents of the show choirs. The President, the Director(s), and the school Activities Director, if available, will conduct this meeting.
V .IIb September
The election of Executive Officers will take place at the September General Membership meeting. Additionally, at this meeting, major program goals will be presented, as well as the formation of Standing Committees.
V.III Executive Officer and Parent Liaison Reports
All LSCPO Officers and Liaisons shall, at all regularly scheduled meetings, report pertinent activities and current status relating to the choirs’ business.
V .IV Quorum
A quorum of the General Membership shall exist at a General Membership meeting when, minimally, half of the voting members of the Executive Committee Board (3); and, additionally, General Members at least double the number of attending Officers, are present.
V.V Rules of Order
“Robert’s Rules of Order, Revised” shall be used to govern on any matter not covered in the By- Laws of the Organization. The proceedings of any meeting, however, may, at the discretion of the presiding officer, be run by generally accepted rules of order to facilitate smooth and expeditious conduct of business, unless requested by any member present to follow Robert’s Rules for a particular segment of business.
ARTICLE VI – COMMITTEES
For ease of operation, the following Standing and Ad Hoc Committees shall be established. All committee meetings shall be open to the General Membership, except as noted. Committee meeting times shall be established on an “as needed” basis and shall be cited as part of
Committee Reports to the General Membership.
The LSCPO President shall appoint and, when necessary, replace Committee
Chairpersons. He/she shall be required to have all Standing Committee Chairs in place for the September General Membership meeting. Any Member of the LSCPO can hold a Committee Chair.
VI.I Budget Committee
This Committee shall be an Ad Hoc Committee and shall include, minimally, the current LSCPO President and Treasurer, the Director(s) of both choirs, their Liaisons and, by invitation, any past treasurers. The Budget Committee shall meet in June or July to prepare an annual operating budget. The budget shall be presented no later than the October General Membership meeting. The budget shall include all reasonably foreseeable projected expenditures for the Logan Show Choirs during the upcoming competitive season, including, but not limited to: costs for music rights and arrangements, choreography, costumes, travel, equipment, props, and competition fees.
VI.II Executive Committee
This Standing Committee will consist of the Show Choirs’ Vocal and Instrumental Director(s), current Executive Officers, and Parent Liaisons. This committee shall be responsible for approval of all financial expenditures outside of the annual operating budget. The Executive Officers and Director(s) shall be the only voting members of this committee. Parent Liaisons may cast a proxy vote for their Director if said Director is unable to attend an Executive Committee or Board of Directors’ meeting where expenditures are voted on.
The Executive Committee shall be allowed to go into Confidential Executive Session when discussing financial and/or disciplinary issues involving students.
VI.III Nominating Committee
This Ad Hoc Committee shall be responsible for arranging a slate of officers to be introduced at the May General Membership meeting, compiling a summary of the candidates to be sent to all LSCPO Members with an announcement of elections and preparing a ballot for use during those elections. The chair of this committee shall run the election at the September meeting. Voting for any contended office shall be on a written, secret ballot. The ballot of the President of the LSCPO (or in his/her absence, the highest-ranking Executive Officer in attendance) shall be held to break any resulting tie(s). This committee shall be formed at least 30 days prior to the June May meeting.
VI.IV Invitational Committee
This Standing Committee shall be responsible for the organization and implementation of Logan Show Choirs’ single biggest annual fundraiser, the Logan Showcase. Sub-committees shall be commissioned by and report to the Committee/Event Chair. Sub-committee Chairs shall have limited autonomy for their individual committee operations. Outlines for each Sub-committee’s operations shall be available from the Committee Chair. Those Sub-committees, where applicable, shall be required to stay within designated budgets or seek prior approval for overruns.
VI.V Social Committee
This Standing Committee shall be responsible for organizing non-fundraising events throughout the year. Itemized budgets for these events shall be submitted to the Executive Committee for approval, and/or, to the General Membership, prior to any social event, whenever possible.
ARTICLE VII – LEGAL and FINANCIAL MATTERS
VII.I Contracts
All documents made, accepted, or executed by the LSCPO shall be signed by the President and the Secretary or Treasurer.
VII.II Non-budgeted Disbursements
The Executive Committee shall be permitted to approve non-budgeted disbursements of no more than one thousand dollars ($1,000) for the operation of the show choirs without the advice and consent of the General Membership. All expenditures over $250 not specifically covered by the annual operating budget, being initially approved by the Executive Board, shall be brought before the General Membership at the subsequent General Membership meeting for advice and consent. At this time, the approving vote of the Executive Committee shall be read to be included in the Organization’s meeting minutes. An itemized listing of all approved expenditures shall be included as part of the Treasurer’s report and shall be available at the subsequent General Membership meeting.
VII.III Deposits
All funds of the LSCPO shall be deposited from time to time to the credit of the LSCPO in such banks, trust companies, or other depositories as the Board of Directors may select.
VII.IV Gifts
The Board of Directors may accept on behalf of the LSCPO any contribution, gift, bequest, or device for the general purpose or for any special purpose of the LSCPO.
VII.V Net Earnings
No part of the net earnings of the LSCPO shall be used for, or to the benefit of, or to be distributed to, its Members, Board of Directors, or Officers, except that which the LSCPO, by its Board, shall be authorized and empowered to make reimbursement for reasonable expenses (i.e. fuel reimbursement for transportation of show choir equipment to away competitions, supplies for a fundraising event, etc.) without the express approval of the General Membership. This approval shall be gained by a simple majority voice vote at a General Membership meeting.
VII.VI Authorized Signatures
The Treasurer, or in the absence of the Treasurer, the President, shall be authorized to write checks on the LSCPO account.
ARTICLE VIII – BY-LAWS CHANGES VIII.I Changes to the By-Laws
When changes are deemed necessary, the President shall appoint a Chair and call for volunteers to form an Ad Hoc Committee for By-Laws revisions. It shall be open to all General Members. Any proposed change to these By-Laws shall be presented in writing at a General Membership meeting for consideration as a first reading. At a succeeding General Membership meeting the proposed change(s) shall be presented for a second reading and a subsequent vote. The proposed change(s) must be approved by a two-thirds vote of the Members present in order for the change to become part of the By-Laws.
ARTICLE IX – OFFICERS and DIRECTORS
LIABILITY and INDEMNITY
IX.I Liability of Directors and Officers
No person shall be liable to the LSCPO for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as a Director or Officer of the LSCPO if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the LSCPO or upon statements made or information furnished by Officers or employees of the LSCPO which he or she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
IX.II Indemnity of Officers and Directors
Every person who is or was a Director or Officer of the LSCPO (together with the heirs, executors, and administrators of such person) shall be indemnified by the LSCPO against all costs, damages, and expenses asserted against, incurred by, or imposed upon him or her in connection with or resulting from any claim, action, suit, or proceeding, including criminal proceedings, to which he or she is made or threatened to be made a party by reason of his or her being or having been such Director or Officer, except in relation to matters as to which a recovery shall be had against him or her by reason of his or her having been finally adjudged in such action, suit, or proceeding to have been guilty of fraud in the performance of his or her duty as such Officer or Director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit, or proceeding. In the case of a criminal action, suit, or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such Director or Officer is guilty of fraud in the performance of his or her duties, if such Director or Officer was acting in good faith in what he or she considered to be the best interests of the LSCPO and with no reasonable cause to believe that the action was illegal.
The LSCPO, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the LSCPO with respect to any action taken or not taken in his or her capacity as such employee. The foregoing rights of indemnification shall be in addition to all rights to which Officers, Directors, or employees may be entitled to as a matter of law.
