Article I. Name

The name of this corporation is CORVALLIS GUITAR SOCIETY

Article II. Office

The registered office for the transaction of the business of this Corporation shall be located in Benton County in the state of Oregon. The Board of Directors may, at any time, change the location of the registered office within Oregon. This Corporation may also have offices at more than one place in Oregon as the Board of Directors may determine and fix by resolution.

Article III. Purpose

This Society exists to promote classical guitar and related styles in the greater Willamette Valley area from an educational, appreciation, and performance perspective.

Article IV. Members

This corporation shall have no voting members. Affiliate membership of the Society is open to any individual who subscribes to the purpose of the Society and subject to any additional standards that may be set from time to time by the Board of Directors. Affiliate members have no voting rights. Nothing in this Article shall be construed as limiting the right of the corporation to refer to persons associated with it as “Members” even though such persons are not voting Members within the meaning of the law.

Article V. Government

Section 1
The business and affairs of this Corporation shall be governed by its Board of Directors.
Section 2
The number of directors of this Corporation shall consist of no less than three (3) and no more than eight (8) directors. Directors are elected by a simple (51%) majority vote. The term of office of each director of the corporation elected at the Annual Meeting shall be one year. Directors may be elected to successive terms of office.
Section 3
Directors shall not receive salaries for their Board services but may be reimbursed for authorized expenses related to Board service.

Article VI. Officers

Officers of the Society shall include a president, who will preside at all Society meetings; a secretary, who will keep an accurate record of the proceedings at all business meetings, and handle official correspondence; and a treasurer, who will be responsible for all monies coming into the Society, make such disbursements as are authorized by the Society, keep itemized accounts of all income and disbursements, and make an annual comprehensive report of income and expenses. Officers will be elected by the Directors, and will serve terms of one year.

Article VII. Fiscal Matters

Section 1
The fiscal year of the Society will be from January 1 to December 31.
Section 2
Finances necessary for conducting the regular activities of the Society will be obtained throughdonations, special event ticket sales, sponsorship, grants, and such other fund raising activities and payment of dues for affiliate membership as shall be authorized by the Society.
Section 3
Expenditure of Society funds will be determined by the Board of Directors.

Article VIII. Property Rights

Section 1
Title to all property of the Society shall be in the name of the Corporation, and no member or group of members shall have any individual property rights in the assets of the Corporation.
Section 2
In the event the Corporation is dissolved, all assets of the Corporation shall be transferred to such other qualified 501(c)(3) corporations as outlined in the Articles of Incorporation.

Article IX. Amendment

These bylaws may be amended, modified or rescinded by a two-thirds (2/3) majority vote of the Board of Directors at a meeting specially called for this purpose.

Article X. Execution of Documents

The Board of Directors may authorize any officer(s) or agent(s) of the Corporation to enter into any contract or execute any instrument in the name of and on behalf of the Society. Unless so authorized by the board, no officer, agent or other person shall have any power or authority to bind the Society by any contract or engagement, or to pledge its credit, or to render it liable for any purpose.

These bylaws were adopted by vote of the Board on March 16, 2015. Present and voting were:

Berto Boyd, Artistic Director
Jerry Graser, Media Director (by phone)
Jon Sharp, President and Secretary
Kurt Snider, Webmaster
Carson Wille, Treasurer