Bylaws of Erie Niagara Conservatory
Disclaimer: Governance in Progress
The Erie Niagara Conservatory of Music is currently in the process of formalizing its nonprofit status. We are working closely with legal and financial advisors to file for incorporation, obtain our EIN, and complete the 501(c)(3) application.
Our bylaws, policies, and governance documents are being structured with the same care and clarity we bring to our educational mission.
This section will be updated regularly to reflect our progress and to maintain transparency with our community.
Article I: Name and Purpose
Section 1: Name The name of this organization shall be Erie Niagara Conservatory of Music (hereinafter referred to as the “Organization”).
Section 2: Purpose The Organization is organized exclusively for charitable, educational, and cultural purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its mission is to provide free or low-cost, high-quality music education and music instruction to children and adults in the Niagara region, fostering talent, creativity, and a vibrant cultural community through courses, concerts, workshops, and professional development initiatives.
Article II: Membership
Section 1: Membership The Organization shall not have members as defined by New York State law. The Board of Directors shall act on behalf of the Organization’s interests.
Article III: Board of Directors
Section 1: General Powers The Board of Directors shall manage the affairs, property, and business of the Organization and exercise all corporate powers.
Section 2: Composition The Board shall consist of no fewer than three (3) and no more than fifteen (15) Directors.
Section 3: Term of Office Directors shall serve a term of [two (2)] years and may be re-elected for 3 consecutive terms. Terms shall be staggered to ensure continuity.
Section 4: Election of Directors New Directors shall be elected by a majority vote of the Board at any regular or special meeting.
Section 5: Resignation and Removal A Director may resign at any time by providing written notice to the Chair. A Director may be removed by a two-thirds (2/3) vote of the Board for cause or failure to perform duties.
Section 6: Vacancies Any vacancy on the Board may be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the remainder of the term.
Section 7: Participation in Activities Board members are encouraged to actively participate in the Organization’s programs, events, and initiatives. Any payment to Board members for services provided outside of their governance responsibilities must be approved by the Board and comply with the Organization’s Conflict of Interest Policy.
Article IV: Officers
Section 1: Officers The officers of the Organization shall be a Chair, Vice Chair, Secretary, and Treasurer. Additional officers may be created as needed by the Board.
Section 2: Election and Term Officers shall be elected by the Board of Directors for a term of [one (1)] year and may be re-elected for consecutive terms.
Section 3: Duties
- Chair: Presides over meetings, ensures implementation of Board decisions, and acts as the primary spokesperson.
- Vice Chair: Assists the Chair and assumes responsibilities in the Chair’s absence.
- Secretary: Maintains meeting minutes, records, and official documents.
- Treasurer: Oversees financial matters, prepares budgets, and ensures proper financial reporting.
Article V: Meetings
Section 1: Regular Meetings The Board of Directors shall meet monthly. Meeting dates shall be set by the Chair with notice provided to all Directors.
Section 2: Special Meetings Special meetings may be called by the Chair or any two (2) Directors with at least [five (5)] days’ notice.
Section 3: Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 4: Voting Each Director shall have one (1) vote. Decisions shall be made by a majority of those present unless otherwise specified in these bylaws.
Article VI: Committees
Section 1: Standing Committees The Board may establish standing committees, including but not limited to:
- Finance Committee: Oversees financial planning and reporting.
- Program Committee: Develops and evaluates educational programs.
- Fundraising Committee: Leads fundraising initiatives and donor relations.
Section 2: Ad Hoc Committees The Board may create ad hoc committees for specific purposes as needed.
Section 3: Committee Membership Committee members may include Directors and non-Directors. The Chair shall appoint committee chairs.
Article VII: Financial Management
Section 1: Fiscal Year The fiscal year of the Organization shall begin on January 1 and end on December 31.
Section 2: Financial Oversight The Treasurer shall ensure proper financial records are maintained and provide regular reports to the Board.
Section 3: Audit The financial records of the Organization shall be reviewed annually. An independent audit may be conducted if required.
Section 4: Conflict of Interest The Organization shall adopt and enforce a Conflict of Interest Policy to ensure ethical practices and transparency. Any potential conflicts, including payments to Board members for services, must be disclosed and reviewed by the Board. Board members must abstain from voting on matters in which they have a personal or financial interest.
Article VIII: Conflict of Interest Policy
Section 1: Purpose The purpose of this Conflict of Interest Policy is to protect the Organization’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board member, officer, or staff member or might result in a possible excess benefit transaction.
Section 2: Definitions
- Conflict of Interest: A situation in which a Board member, officer, or staff member has a personal or financial interest that could interfere with their ability to act in the best interests of the Organization.
- Interested Person: Any Board member, officer, or staff member who has a direct or indirect financial interest, as defined below.
- Financial Interest: A person has a financial interest if they have, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement.
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Section 3: Procedures
- Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and all material facts to the Board.
- Determining Whether a Conflict Exists: After disclosure of the financial interest and all material facts, the Board shall determine if a conflict of interest exists.
- Addressing the Conflict:
- An interested person shall recuse themselves from discussions and voting on matters involving the conflict.
- The Board may approve the transaction or arrangement if it is determined to be in the best interest of the Organization and fair and reasonable to the Organization.
Section 4: Documentation The Board shall document all proceedings related to conflicts of interest in the minutes of the meeting, including the disclosure, discussion, and decision.
Section 5: Annual Statements Each Board member, officer, and staff member shall annually sign a statement affirming that they:
- Have received a copy of the Conflict of Interest Policy.
- Have read and understand the Policy.
- Agree to comply with the Policy.
Article IX: Amendments
Section 1: Amendments to Bylaws These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that notice of the proposed amendment is given at least [ten (10)] days prior to the meeting.
Article X: Dissolution
Section 1: Dissolution Upon dissolution of the Organization, any remaining assets shall be distributed to one or more tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.