For the Joy of Singing
Essence II, Ltd.
A Non-Profit Corporation
P O Box 374
State college, PA 16804
Organizational By-Laws
I. NAME AND DESCRIPTION
This group shall be known as “Essence 2, Ltd.” hereinafter referred to as “Group.”
For legal and tax purposes this group shall be organized as a 501(c)(3) Non-Profit Corporation under the PA Domestic Nonprofit Corporation (§ 5306) by the Pennsylvania Department of State Corporation Bureau.
Business matters of this Group shall be attended to by a Board of Directors along with the Conductor as described below.
The purpose of this group is to afford both community residents along with Penn State students an opportunity to learn, present, and promote African and African-American sacred and secular music.
This Group shall normally meet from September through early December for rehearsals with a concert to be presented in early December.
II. CONDUCTOR
Dr. Tony Leach, the founder of Essence 2, shall be recognized as the current conductor of this group until such time he desires to either resign or retire.
The Conductor shall determine the annual rehearsal schedule as well as the date for the annual concert and shall also arrange for rehearsal space as well as a hall for the concert.
The Conductor shall establish, in consultation with the Board of Directors, the annual membership fee, which shall cover costs for music and other group related expenses.
Annual operating expenses for the Group shall be determined by a meeting of the Board along with the Conductor.
The Conductor shall select the annual repertoire of music and determine the arrangement of pieces for the program.
The Conductor shall recruit additional musicians from within the Group or outside of the Group as may be deemed necessary for the preparation and performance of music.
III. MEMBERSHIP
Membership in the Group shall be on an annual basis and shall be established by persons attending either the first and/or the second rehearsal. No one will be received into membership after the second rehearsal for that performance season.
Each person shall pay an annual membership fee, payment of which shall be due by the date established by either the Conductor or the Board of Directors.
Members will be responsible for keeping their music in a black three ring folder.
Members are expected to practice music between rehearsals and shall memorize all the music as determined by the Conductor. Members are encouraged to tape record any and all rehearsals to assist in learning the music.
Members are encouraged to invite and encourage others to consider joining Essence 2 “For the Joy of Singing.”
IV. BENEFITS OF MEMBERSHIP
Essence 2 exists to provide an opportunity for members to share in the joy of singing.
Membership dues afford members copies of the music to be prepared each season.
Members learn and present African and African-American Spiritual music (secular and sacred), a genre that is not part of the repertoire of any other group in the Centre Region.
Members share in the satisfaction of advancing this genre of music among those who attend the Group’s concerts.
Advance information regarding upcoming concerts of touring groups who present similar music is shared with members; such information may not otherwise be available to the general public.
Members may have occasional opportunities to sing with other community or campus groups.
Membership provides an entrée into other musical learning and singing contexts as opportunities arise.
Membership affords opportunities to sing under the direction and instruction of visiting or guest directors and/or composers.
Members can be invited to join with other special groups formed for specific purposes, including but not limited to touring opportunities both nationally and internationally.
V. BOARD OF DIRECTORS
The Board of Directors shall consist of four officers, a President, a Vice President, a Secretary, and a Treasurer, along with two (2) At Large Directors.
Only those who have maintained membership in the Group for at least three consecutive years shall be considered to serve on the Board.
The Board shall work with the Conductor to provide leadership and oversight of the Group.
The Board shall meet at least once in the Fall before rehearsals begin and at least once in December or January after the annual concert.
Additional Board meetings may be held at the request of the Conductor or the President of the Board.
The Board may convene meetings of the membership at any regularly scheduled rehearsal of the Group, in consultation with the Conductor. Special meetings may be convened by the Board to transact business where at least twenty percent (20%) of the active members are in attendance.
The Board shall create any and all committees as may be deemed necessary for the effective functioning of the Group.
In the event a director shall not renew his/her membership in the group, his/her position on the board shall be declared vacant.
The Board shall elect new members to the Board from among the membership of the Group in consultation with the Conductor. Election of Board Members when needed shall be among the agenda items for the meeting in December or January.
The Board shall elect officers from within the Board. Officers shall serve a term of one year and be eligible for re-election. Election of Officers shall be an agenda item for the meeting in December or January.
The Board shall set annual membership dues in consultation with the Conductor.
The Board of Directors shall be empowered to fill the Conductor position either directly or by organizing and overseeing a search committee.
If necessary and deemed appropriate the Board shall further be empowered to secure a temporary conductor in the absence of a full-time conductor, either directly or by organizing and overseeing search committee.
Search committees when needed may be comprised in part or entirely of members of the Group, as appointed by the Board of Directors.
VI. OFFICERS
The Officers shall be considered the Executive Committee of the Board.
The Executive Committee shall work with the Conductor for planning and strategy as may be needed throughout the year.
A. PRESIDENT
The President shall work with the Conductor and the Board to provide oversight and leadership of the Group.
The President, or his or her designate, shall preside at all meetings of the Board and work with the Board to oversee the functions of the Board as well as all Committees established by the Board.
The President shall be empowered to call special meetings of the Board in consultation with the Conductor as may be needed.
The President shall be empowered to authorize expenditures incurred by the Group in consultation with the Board and/or the Conductor. To this end, the President shall be authorized to sign checks on behalf of the Group.
B. VICE PRESIDENT
The Vice President shall preside at all meetings in lieu of the President when needed.
The Vice President shall be empowered with the authority of the President when the President is unavailable.
The Vice President shall fulfill any and all duties as assigned by the Board or the Executive Committee in consultation with the Conductor.
Should a vacancy occur in the office of President the Vice President shall be appointed by the Board to fill the unexpired term of President. In such cases, a new Vice President shall be elected from among the Members of the Board to complete the term.
C. SECRETARY
The Secretary shall record minutes or notes of all Board Meetings and maintain a record of such for the good of the Group.
The Secretary shall prepare the minutes or notes following each meeting and send a copy to the Conductor and each Board Member either by mail or electronically.
The Secretary shall maintain a list of all members of the Group each year by collecting name, section, and contact information for each member.
The Secretary shall provide to the Board and/or the Conductor an accurate membership according to voice sections for the concert program.
The Secretary shall send electronic reminders (i.e., email) of regular and special rehearsals of the Group as well as any other communications as assigned by the Conductor or the Board.
Should a vacancy occur in the office of Secretary a replacement may be elected from among the Members of the Board. If no one from the Board is willing to assume the duties of the Secretary, the Board may elect a replacement from among the Membership of the Group.
D. TREASURER
The Treasurer shall manage the financial records of the Group.
The Treasurer shall prepare all payments for expenses incurred by the Group as directed by the Board in cooperation with the Conductor.
The Treasurer shall have signatory privileges and maintain proper care of all bank accounts.
The Treasurer shall collect membership dues in the amount set by the Board and shall maintain a record of payment. Dues should be collected by the end of October each year.
The Treasurer shall make regular financial reports to the Board reflecting the collection of dues and other income as well as disbursements and anticipated expenses.
Should a vacancy occur in the office of Treasurer a replacement may be elected from among the Members of the Board. If no one from the Board is willing to assume the duties of the Treasurer, the Board may elect a replacement from among the Membership of the Group.
VII. DIRECTORS’ LIABILITY
A Director of the Board, while acting within the scope of his or her duties as a Trustee of this Corporation, shall not be personally liable for any civil damages arising out of any action taken, or failure to take action, unless:(1) The Director, in acting or failing to act, has breached or failed to perform the duties of his or her office as defined by law; and,(2) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
VIII. AMENDMENTS
The power to amend, modify, or replace these by-laws is vested in the Group. Any and all such considerations must be presented to the Board for vote. If approved, the action of the Board will be presented to the Group for consideration and vote at a specially called meeting of the membership. A two-thirds majority vote of the Members in attendance of said meeting shall be required for adoption.
IX. DISSOLUTIONThe Group can only be dissolved by unanimous vote of the Board at a regular or specially called meeting.
Such a decision can only be made after all other options have been exhausted and the Board has consulted with an attorney to consider legal and fiduciary responsibilities for which they or the Group might be liable.
Ownership of any and all material and financial assets of the Group at the time of dissolution, having met any and all outstanding debts of the Group, shall be transferred to Alumni Singers, Essence of Joy, or other 501(c)(3) group similar in purpose to that of Essence 2, based on consultation with the Conductor, if available.
The structure and stipulations of said transfer of ownership shall be specified in writing at the time of the transfer.
X. CHARTER MEMBERS
Persons who attended the organizational meeting at Faith United Church of Christ, State College, PA, on Sunday, April 29, 2007, at 6:00 PM where these by laws were approved shall be considered charter members of Essence 2, Ltd. They have affixed their names below.
11/24/2016
Essence II, Ltd.
A Non-Profit Corporation
P O Box 374
State college, PA 16804
Organizational By-Laws
I. NAME AND DESCRIPTION
This group shall be known as “Essence 2, Ltd.” hereinafter referred to as “Group.”
For legal and tax purposes this group shall be organized as a 501(c)(3) Non-Profit Corporation under the PA Domestic Nonprofit Corporation (§ 5306) by the Pennsylvania Department of State Corporation Bureau.
Business matters of this Group shall be attended to by a Board of Directors along with the Conductor as described below.
The purpose of this group is to afford both community residents along with Penn State students an opportunity to learn, present, and promote African and African-American sacred and secular music.
This Group shall normally meet from September through early December for rehearsals with a concert to be presented in early December.
II. CONDUCTOR
Dr. Tony Leach, the founder of Essence 2, shall be recognized as the current conductor of this group until such time he desires to either resign or retire.
The Conductor shall determine the annual rehearsal schedule as well as the date for the annual concert and shall also arrange for rehearsal space as well as a hall for the concert.
The Conductor shall establish, in consultation with the Board of Directors, the annual membership fee, which shall cover costs for music and other group related expenses.
Annual operating expenses for the Group shall be determined by a meeting of the Board along with the Conductor.
The Conductor shall select the annual repertoire of music and determine the arrangement of pieces for the program.
The Conductor shall recruit additional musicians from within the Group or outside of the Group as may be deemed necessary for the preparation and performance of music.
III. MEMBERSHIP
Membership in the Group shall be on an annual basis and shall be established by persons attending either the first and/or the second rehearsal. No one will be received into membership after the second rehearsal for that performance season.
Each person shall pay an annual membership fee, payment of which shall be due by the date established by either the Conductor or the Board of Directors.
Members will be responsible for keeping their music in a black three ring folder.
Members are expected to practice music between rehearsals and shall memorize all the music as determined by the Conductor. Members are encouraged to tape record any and all rehearsals to assist in learning the music.
Members are encouraged to invite and encourage others to consider joining Essence 2 “For the Joy of Singing.”
IV. BENEFITS OF MEMBERSHIP
Essence 2 exists to provide an opportunity for members to share in the joy of singing.
Membership dues afford members copies of the music to be prepared each season.
Members learn and present African and African-American Spiritual music (secular and sacred), a genre that is not part of the repertoire of any other group in the Centre Region.
Members share in the satisfaction of advancing this genre of music among those who attend the Group’s concerts.
Advance information regarding upcoming concerts of touring groups who present similar music is shared with members; such information may not otherwise be available to the general public.
Members may have occasional opportunities to sing with other community or campus groups.
Membership provides an entrée into other musical learning and singing contexts as opportunities arise.
Membership affords opportunities to sing under the direction and instruction of visiting or guest directors and/or composers.
Members can be invited to join with other special groups formed for specific purposes, including but not limited to touring opportunities both nationally and internationally.
V. BOARD OF DIRECTORS
The Board of Directors shall consist of four officers, a President, a Vice President, a Secretary, and a Treasurer, along with two (2) At Large Directors.
Only those who have maintained membership in the Group for at least three consecutive years shall be considered to serve on the Board.
The Board shall work with the Conductor to provide leadership and oversight of the Group.
The Board shall meet at least once in the Fall before rehearsals begin and at least once in December or January after the annual concert.
Additional Board meetings may be held at the request of the Conductor or the President of the Board.
The Board may convene meetings of the membership at any regularly scheduled rehearsal of the Group, in consultation with the Conductor. Special meetings may be convened by the Board to transact business where at least twenty percent (20%) of the active members are in attendance.
The Board shall create any and all committees as may be deemed necessary for the effective functioning of the Group.
In the event a director shall not renew his/her membership in the group, his/her position on the board shall be declared vacant.
The Board shall elect new members to the Board from among the membership of the Group in consultation with the Conductor. Election of Board Members when needed shall be among the agenda items for the meeting in December or January.
The Board shall elect officers from within the Board. Officers shall serve a term of one year and be eligible for re-election. Election of Officers shall be an agenda item for the meeting in December or January.
The Board shall set annual membership dues in consultation with the Conductor.
The Board of Directors shall be empowered to fill the Conductor position either directly or by organizing and overseeing a search committee.
If necessary and deemed appropriate the Board shall further be empowered to secure a temporary conductor in the absence of a full-time conductor, either directly or by organizing and overseeing search committee.
Search committees when needed may be comprised in part or entirely of members of the Group, as appointed by the Board of Directors.
VI. OFFICERS
The Officers shall be considered the Executive Committee of the Board.
The Executive Committee shall work with the Conductor for planning and strategy as may be needed throughout the year.
A. PRESIDENT
The President shall work with the Conductor and the Board to provide oversight and leadership of the Group.
The President, or his or her designate, shall preside at all meetings of the Board and work with the Board to oversee the functions of the Board as well as all Committees established by the Board.
The President shall be empowered to call special meetings of the Board in consultation with the Conductor as may be needed.
The President shall be empowered to authorize expenditures incurred by the Group in consultation with the Board and/or the Conductor. To this end, the President shall be authorized to sign checks on behalf of the Group.
B. VICE PRESIDENT
The Vice President shall preside at all meetings in lieu of the President when needed.
The Vice President shall be empowered with the authority of the President when the President is unavailable.
The Vice President shall fulfill any and all duties as assigned by the Board or the Executive Committee in consultation with the Conductor.
Should a vacancy occur in the office of President the Vice President shall be appointed by the Board to fill the unexpired term of President. In such cases, a new Vice President shall be elected from among the Members of the Board to complete the term.
C. SECRETARY
The Secretary shall record minutes or notes of all Board Meetings and maintain a record of such for the good of the Group.
The Secretary shall prepare the minutes or notes following each meeting and send a copy to the Conductor and each Board Member either by mail or electronically.
The Secretary shall maintain a list of all members of the Group each year by collecting name, section, and contact information for each member.
The Secretary shall provide to the Board and/or the Conductor an accurate membership according to voice sections for the concert program.
The Secretary shall send electronic reminders (i.e., email) of regular and special rehearsals of the Group as well as any other communications as assigned by the Conductor or the Board.
Should a vacancy occur in the office of Secretary a replacement may be elected from among the Members of the Board. If no one from the Board is willing to assume the duties of the Secretary, the Board may elect a replacement from among the Membership of the Group.
D. TREASURER
The Treasurer shall manage the financial records of the Group.
The Treasurer shall prepare all payments for expenses incurred by the Group as directed by the Board in cooperation with the Conductor.
The Treasurer shall have signatory privileges and maintain proper care of all bank accounts.
The Treasurer shall collect membership dues in the amount set by the Board and shall maintain a record of payment. Dues should be collected by the end of October each year.
The Treasurer shall make regular financial reports to the Board reflecting the collection of dues and other income as well as disbursements and anticipated expenses.
Should a vacancy occur in the office of Treasurer a replacement may be elected from among the Members of the Board. If no one from the Board is willing to assume the duties of the Treasurer, the Board may elect a replacement from among the Membership of the Group.
VII. DIRECTORS’ LIABILITY
A Director of the Board, while acting within the scope of his or her duties as a Trustee of this Corporation, shall not be personally liable for any civil damages arising out of any action taken, or failure to take action, unless:(1) The Director, in acting or failing to act, has breached or failed to perform the duties of his or her office as defined by law; and,(2) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
VIII. AMENDMENTS
The power to amend, modify, or replace these by-laws is vested in the Group. Any and all such considerations must be presented to the Board for vote. If approved, the action of the Board will be presented to the Group for consideration and vote at a specially called meeting of the membership. A two-thirds majority vote of the Members in attendance of said meeting shall be required for adoption.
IX. DISSOLUTIONThe Group can only be dissolved by unanimous vote of the Board at a regular or specially called meeting.
Such a decision can only be made after all other options have been exhausted and the Board has consulted with an attorney to consider legal and fiduciary responsibilities for which they or the Group might be liable.
Ownership of any and all material and financial assets of the Group at the time of dissolution, having met any and all outstanding debts of the Group, shall be transferred to Alumni Singers, Essence of Joy, or other 501(c)(3) group similar in purpose to that of Essence 2, based on consultation with the Conductor, if available.
The structure and stipulations of said transfer of ownership shall be specified in writing at the time of the transfer.
X. CHARTER MEMBERS
Persons who attended the organizational meeting at Faith United Church of Christ, State College, PA, on Sunday, April 29, 2007, at 6:00 PM where these by laws were approved shall be considered charter members of Essence 2, Ltd. They have affixed their names below.
11/24/2016