GASTON CONCERT ASSOCIATION
CONSTITUTION AND BYLAWS

ARTICLE I
ORGANIZATION NAME

The name of this Association shall be GASTON CONCERT ASSOCIATION.

ARTICLE II
PURPOSE

The purposes of this Association shall be:

1. To build and maintain through a nonprofit plan a permanent concert audience on a strictly membership basis
2. To encourage an interest in good music and other fine arts.
3. To provide for its members an opportunity to hear good music in the form of the various performing arts, of which there will be a minimum of three performances.
4. To foster and encourage public appreciation of music and the teaching of music, history of music, and music appreciation in the schools of Gaston County.

ARTICLE III
MEMBERSHIP

Any person shall be eligible for membership in this Association by payment of annual dues. Membership categories shall be Individual, Patron, Donor, Sponsor, and Benefactor.

ARTICLE IV
MEETING AND VOTING OF MEMBERS

The regular annual meeting of the membership of the Association may be held in the spring.

Special meetings of the membership of the Association may be called at any time by the Board of Directors, and shall be called any time by the President upon the written request of one-tenth (1/10) of the total number of members of the Association.

Meetings shall be held at any place within Gaston County, North Carolina. Notice of time and place of any meeting shall be given not less than ten (10) nor more than forty (40) days before the date of the meeting by placing a notice of such meeting in the Gaston Gazette, the Charlotte Observer and any other local periodicals deemed appropriate by the Board of Directors. Each qualified member of the Association shall be entitled to one (1) vote in all matters presented to the meeting.

ARTICLE V
BOARD OF DIRECTORS

The affairs of the Association shall be managed by a Board of Directors which shall consist of not less than fifteen members. The directors shall be elected or appointed to serve in a manner provided for in the bylaws of this Association. Board members shall serve for a term of three (3) years. The number of new Board members elected each year shall not exceed ten (10). Fifty percent (50%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The meetings shall be conducted under Robert’s Rules Of Order. Life members may be elected upon recommendation of the Board.

In addition to the elected members of the Board, the following officers of the Association shall be members of the Board of Directors: President, Vice-President, Secretary, Treasurer, Assistant Treasurer, Concert Chairman, and Membership Campaign Chairman. Past presidents of the Association will serve as a member of the Board of Directors for a period of 2 years from the date of expiration of their term.

In the event of a vacancy on the Board of Directors through resignation, death, or otherwise, the majority of the remaining Directors shall have the power to elect a new Director to fill such vacancy.

ARTICLE VI
MEEETINGS AND VOTING OF BOARD OF DIRECTORS

The regular meeting of the Board of Directors to elect officers shall be held immediately after the annual meeting of members of the Association. Special meetings of the Board of Directors may be called at any time and held at any place as shall be determined by the President or by one-fourth (1/4) of all of the directors. Notice of time and place shall be given no less than six (6) days before the date of the meeting. Fifty per cent (50%) of the Board of Directors must be present to constitute a quorum for the transaction of business.

ARTICLE VII
FUNDS

The funds of the Association shall be raised by an annual membership campaign for the collection of dues, by application for grants as needed, and by receipt of contributions and memorial gifts. The funds so raised, after deduction of local campaign and operating expenses shall be used exclusively in the furtherance of the purposes stated in Article II.

ARTICLE VIII
COMPENSATION

The directors and officers of the Association shall serve without compensation, and no part of the funds of the Association nor any part of its net earnings shall inure to the benefit of any member of the Association.

ARTICLE IX
ADMISSION TO CONCERTS

Admission to all concerts is by membership card issued by the Secretary. No single admissions will be sold by the Association for individual events unless passed by the Executive Board.

ARTICLE X
ASSOCIATION OFFICERS

The officers of the Association shall be a President, Vice-President, Secretary, Treasurer, Concert Chairman, and Membership Campaign Chairman. Any elected officer may be removed with or cause by the Board of Directors and the successor elected by the Board of Directors.

ARTICLE XI
EXECUTIVE COMMITTEE

The officers of the Association, the immediate past president, and life members shall constitute an Executive Committee and be in charge of the affairs of the Association between meetings of the Board of Directors. Any action taken by the Executive Committee shall be submitted to the Board of Directors for ratification at its next meeting.

ARTICLE XII
COMMITTEES

A. Membership Campaign Committee

The Membership Campaign Committee shall consist of the chairman and any number of members. The duty of this committee shall be to supervise the membership campaign.

B. Social Planning Committee

The Social Planning Committee shall consist of a chairman and any number of members and will be responsible for the following:

1. Planning social activities at request of the President
2. Making all arrangements for the membership campaign dinner
3. Scheduling voluntary after-concert socials
C. Concert Selection Committee

The Concert Selection Committee shall consist of the chairman and any number of members. The committee shall investigate artists available to the Association and report to the Board.

D. Publicity and Public Relations Committee

The Publicity and Public Relations Committee Shall consist of a chairman and any number of members. The committee shall handle concert publicity with newspapers, radio, and television.

E. Hospitality Committee
The Hospitality Committee shall consist of a chairman and any number of members. The committee shall arrange for ushers and doormen for concerts and help the Concert Chairman in any other way deemed necessary. The Committee shall also plan and prepare refreshments and/or meals for the guest artists.

F. Nominating Committee
The Nominating Committee shall consist of not more than five (5) nor fewer than three (3) of the retiring members. The committee shall present nominees for all directors and officers for election at the May meeting.

ARTICLE XIII
DUTIES OF OFFICERS

A. President
1. Responsible to Board of Directors for administration of the Gaston Community Concert Association
2. Serve a two year term of office
3. To call and preside at meetings of the Board and Executive Committee
4. Be responsible for annual planning and submit budget
5. Appoint Committees and be responsible for all committee activity
6. Prepare grant applications
7. Attend United Arts Council meeting

B. Vice-President
1. Assumes President’s responsibilities when necessary
2. Serve a two year term of office and then assume the office of President for a two year term
3. Lead concert selection committee
4. Works with the treasurer to project the budget
5. Execute contracts
6. Develops program and arranges for printing
5. Assist concert chair in securing venues, dates, and physical set-up
7. Arranges for volunteers for concerts and other events

C. Secretary
1. Serves as official record keeper of the Organization
2. Keeps minutes of the meeting and sends copies to the board members
3. Maintains roster and attendance of Board members
4. Prepares any official correspondence for the Association as requested maintaining copies for records
5. Prepares/coordinates deposits of membership funds the treasurer
6. Prepares patrons, sponsors, donors, benefactors and reciprocal listings
7. Coordinates the mailing of season letters, tickets, etc. prior to the beginning of each season
8. Coordinates reciprocal agreements
9. Sends Board meeting minutes to Board members and the Arts Council

D. Assistant Secretary
1. Assists secretary with ongoing contacts
2. Fills in for secretary as needed
3. Maintains membership list
4. Prepares address labels and reminder cards and mails cards before each concert
5. Prepares address labels for tickets and mails tickets to members

E. Treasurer
1. Keeps appropriate books and records
2. Prepares all necessary tax returns
3. Maintains all bank accounts and savings accounts
4. Prepares annual accounting for Board of Directors
5. Assists in projecting the budget
6. Provides checks for concert expense

F. Concert Chairman
1. Serves a two year term
2. Signs contracts for venues
3. Serves as contact for artists
4. Provides necessary transportation and accommodations
5. Fulfills tech rider as specified by contracts
6. Rents equipment as needed
7. Arranges for security for concerts
8. Arranges for liability insurance for concert venues
9. Maintains appropriate expense receipts

G. Membership Campaign Chairman
1. Responsible for organizing and holding membership campaign to secure memberships.
2. Recruits volunteers
3. Prepares letter to members and volunteers concerning kick-off membership campaign
4. Secures the location and arranges for kick-off meeting
5. Prepares packets for sellers including brochures and instructions
6. Facilitates collection of membership applications and monies
7. Shall keep a notebook of all activities to pass on to the next chairman

ARTICLE XIV
AMENDMENTS

AMENDMENT 1

The constitution may be altered, amended or rescinded at any meeting of the Board of Directors of the Association by the affirmative vote of not less than two-thirds.

AMENDMENT 2

If the Gaston Concert Association is not reorganized within one year from the date of dissolution, the Board of Directors shall transfer all assets remaining after payment of debts and the return of assets held subject to condition of limitation to the Gaston Music Education Foundation. In the event this Foundation no longer exists, such assets shall be transferred to the Gaston County Arts Council.

AMENDMENT 3
Prohibited Activities

No part of the net earnings of the corporation shall inure to the benefit of or distributable to, its members, directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in these articles of incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Code or (b) by a corporation, contributions to which are deductible under capital section 170 (c) (2) of the Code.

AMENDMENT 4
Distribution upon Dissolution

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Board of Directors shall determine, or to the federal, state, or local government to be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of by Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.

NOTE: Amendments 3 and 4 are from North Carolina Department of The Secretary of State
Articles of Incorporation of Gaston Concert Association 6th day of May, 2008
Elaine F. Marshall
Secretary of State