ACAPPELLAGO, NFP By-Laws July 2002 (Approved by the Board of Directors May 2002) (Amended September 2002)

Article 1 Name This organization shall be known as Acappellago, NFP.

Article 2 Purpose of the Organization The purpose of this organization is to entertain and educate our audience and performers through a diverse range of primarily a cappella choral music, both familiar and unfamiliar.

Article 3 Board of Directors 3.A Composition The Board of Directors shall initially consist of the following officers: President, Vice President, Secretary, Treasurer, Music Director and Ex-Officio President. Officers are not required to be singing members of Acappellago.

3.B

Responsibilities The Board of Directors is responsible for conducting all affairs of Acappellago. Specifically, it is empowered to do the following:

1.Appoint committee chairpersons. 2.Approve expenditures of the organizations funds. 3.Establish operating policies not specifically included in these by-laws.

3.C

Duties

1.The President shall: Preside at all Board Meetings. Oversee operations of Acappellago including: marketing and publicity, development, 1

membership and day-to-day business. Perform all other duties relative to the office of President, as specified and/or developed.

1.The Vice President shall: Preside at Board Meetings in the Presidents absence. Perform duties as assigned by the President. Perform all other duties relative to the office of Vice President, as specified and/or developed.

Acappellago, NFP

By-Laws (July 2002) (Amended September 2002)

1.The Secretary shall: Keep accurate minutes of each Board Meeting and general business meetings, and submit these minutes for approval at the next Board Meeting. Maintain a journal of any business transacted during rehearsals. Maintain the necessary files of all documents, reports, and correspondence pertaining to the affairs of the organization. Serve as official correspondent for Acappellago. Perform all other duties relative to the office of Secretary, as specified and/or developed.

1.The Treasurer shall: Safeguard all funds belonging to Acappellago. Preside over the Budget Committee. Maintain accurate and up-to-date ledgers of all income and expenses accruing to Acappellago. Collect all monies due to Acappellago and pay all bills owed by Acappellago that are within the approved annual operating budget. The Board must approve expenditures in excess of the approved budget before payment can be made. Present a current financial report at each Board meeting and an annual summary for each fiscal year. Prepare all financial reports for regulatory agencies and other outside constituencies. At the request of the board, appoint an audit committee to review the financial records of Acappellago. Perform all other duties relative to the office of Treasurer, as specified and/or developed.

1.The Music Director shall: 2

Select all music pending approval by the Board of Directors. Arrange for the procurement of all music for Acappellago. Maintain the music library. Select singers by audition or appointment. Arrange for venues for rehearsals and concerts. Be responsible for arranging program order and program notes. Arrange for hiring of instrumentalists when required. Perform all other duties relative to the office of Music Director, as specified and/or developed.

6. The Ex-Officio President shall: Advise the newly elected President and Board of Directors for a period six months from the anniversary date of incorporation. Perform all other duties relative to the office of Ex-Officio President, as specified and/or developed.

Acappellago, NFP 2002)

By-Laws (July 2002) (Amended September

3.D Board Meetings 1.The President shall call meetings of the Board of Directors on a regular basis during the year. Any member of the Board of Directors may also request a meeting of the Board of Directors. 1.Acappellago members will be encouraged to attend Board meetings to insure continued growth of Acappellago.

Article 4 Election of the Board of Directors For the initial formation of Acappellago, a Board of Directors has been appointed to serve for a two-year term from the date of incorporation. All positions, except Music Director, are subject to election after that initial two-year term is completed.

4.A Time of Election Elections for the new Board of Directors will be held one month prior to Acappellagos anniversary date of incorporation.

4.B Eligibility 1.To be eligible to serve on the Board of Directors, a minimum of one year of participation in Acappellago will be required. 2.All officers shall serve a one-year term, beginning on the anniversary date of Acappellagos incorporation and lasting until the anniversary date the following year. 3.No member may hold more than one elective office at any one time; however, he/she may serve as a member of a committee, or as a chairperson of a committee or task group.

4.C Nominations and Election 1.Nominations will be accepted from the membership or on a volunteer basis and will be subject to eligibility. 2.At the rehearsal two weeks prior to the final concert of the fiscal year, nominations from the membership will be accepted for the board of directors for the following fiscal year. 3.One week after the final concert of the fiscal year, a business meeting will be held to elect the board of directors as well as to approve the budget for the following fiscal year.

4.D Vacancies In case of a vacancy occurring on the Board of Directors during the initial two-year term, the Board of Directors will appoint a replacement pending approval of the membership. After the initial two-year term, all vacancies will be subject to nominations from the membership.

Acappellago, NFP 2002)

By-Laws (July 2002) (Amended September

Article 5 Membership Policies and Procedures 5.A Eligibility

Membership in Acappellago shall be by appointment or by audition.

5.B Membership Requirements 1.Members are expected to fulfill the following requirements: Attend a minimum of seventy-five (75%) of rehearsals for each scheduled concert. Pay relevant music costs no later than the third rehearsal for each concert. Pay costs associated with costuming. Participate fully in the operation of the organization, i.e. publicity, fundraising, marketing, etc. As music will be distributed one month prior to the first rehearsal for each concert, members are expected to have prepared their music in such a way that rehearsals will be spent on musicality versus learning notes. Attend a post-concert evaluation meeting to be called within one week of receiving an archival recording of the concert.

5.C Membership Voting Rights 1. All members shall have one vote in deciding the following affairs of Acappellago: The approval of the annual Budget. The election of the Board of Directors. Any other items deemed necessary by the Board of Directors.

Article 6 Financial Policies and Procedures 6.A Development of Financial Policies All financial policies and programs of Acappellago shall be developed by the Board of Directors and presented to the general membership. All members are encouraged to share in the financial support of the organization.

6.B Budget Committee The President shall appoint a Budget Committee to prepare an annual operating budget, which, after approval by the Board of Directors, will be presented to the membership at a business meeting to be held on the same day as the post-concert evaluation for the final concert of the season.

Acappellago, NFP 2002)

By-Laws (July 2002) (Amended September

6.C Organization Funds 1. All funds derived from ticket sales, fees, contributions and other sources shall be applied to the current operating expenses of Acappellago. Any surplus remaining after all financial obligations have been met shall be applied to a reserve fund. 2. If insufficient funds are available to pay the financial obligations of Acappellago, the membership may be asked to contribute towards liquidating the outstanding debt. 3. No part of the funds derived from ticket sales, fees, contributions and other sources shall be used to benefit the members or be distributed to the members, board of directors or other private persons, except when Acappellago is authorized and empowered to pay compensation for services rendered. 4. No part of the funds derived from ticket sales, fees, contributions and other sources shall be used neither to influence legislation nor to participate in any political campaign on behalf of any candidate for public office.

6.D Dissolution of Acappellago In the event that Acappellago is dissolved, the Board of Directors shall distribute any remaining assets to one or more tax-exempt charitable organizations of their choosing.

Article 7 Business Year The business year for Acappellago shall be from July 1 to June 30 of the following year. All minutes, financial records and other official documents will indicate the appropriate business year to which they pertain.

Article 8 Amendments and Revisions Amendments to and revisions of the Articles of Incorporation or the By-Laws shall be governed 6

by the following rules: Amendments and revisions must be submitted in writing to the entire membership at least thirty days prior to a special business meeting called by the President for the purpose of voting on the amendments or revisions.

A majority of members present at the meeting is required to enact all amendments or revisions. Voting may be done in person, by proxy vote submitted by mail, electronically or to a member of the Board of Directors prior to the scheduled meeting.