PROPOSED
BY-LAWS

OF

IOWA CELLO SOCIETY


ARTICLE I
NAME AND PURPOSES: OFFICES
Section 1.1. Name. The name of the Society shall be the Iowa Cello Society.@ It is the intent of the Society to at some time in the future incorporate as an Iowa not-for-profit corporation on or about September 2002.

Section 1.2. Purpose. The Society is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501 (C)(3) of the Internal Revenue Code. The Society will also promote the art of cello playing; promote an interest in an appreciation for the cello; inspire musicians and the public and show the qualities and beauty of the cello as an integral part of their musical lives; develop a broader understanding of the art of the cello; further the musical development of the members, and of teachers, students and the public; provide performance opportunities for cellists; expand the intellectual and musical attainments of its members; provide a common meeting ground for professional and amateur cellists; provide a common source of supply of cello music and recordings; and support competitions and master classes.

Section 1.3. Principal Office. The Society shall have and continuously maintain a principal office at such location in the State of Iowa as the Board of Directors of the Society shall from time to time determine. The Society's initial principal office shall be located in Iowa City, Iowa.


ARTICLE II
MEMBERS
Section 2.1. Number. The number of members of the Society shall be unlimited. The members from time to time may admit additional and successor members or remove acting members, in each case by majority vote.
Section 2.2. Classes; Dues. The members, pursuant to a resolution duly adopted, may establish such classes of members and corresponding schedule of dues as the members in their sole discretion determine. No increase in dues shall have the effect of shortening the membership of any individual. Dues shall be $20.00 for regular members and $10.00 for student members. The Board will have the authority to modify the cost of the student=s dues based upon individual need.

Section 2.3. Voting by Members. All the members of the Society shall have such voting rights as shall be determined by the Board of Directors.

Section 2.4. Annual Meeting. An annual meeting of the membership shall be held in such place within the State of Iowa to be fixed by the Board of Directors which meeting will consist of both the business meeting as well as the presentation of a musical event.

ARTICLE III
DIRECTORS
Section 3.1. General Powers. Except as otherwise expressly provided by law, the property and affairs of the Society shall be managed by or under the direction of its Board of Directors, which shall be the governing body of the Society. The Board of Directors may exercise all the powers, rights, and privileges of the Society, whether expressed or implied. Each director shall be entitled to one full vote on each matter.
Section 3.2. Number and Qualifications. The Society's Board of Directors shall be composed of such number as shall be determined by the affirmative vote of the majority of directors; initially there will be seventeen (17) directors, five (5) of whom will also be officers of the society. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The qualifications of the individual members of the Board of Directors shall be determined by an affirmative vote of the majority of the directors.

Section 3.3. Resignation and Removal. Any director may resign by written notice delivered to the Board of Directors, or to the President or Secretary of the Society. A resignation is effective when the notice is delivered, unless the notice specifies a future date. A vacancy may be filled by the affirmative vote of the majority of the directors.


Section 3.4.Terms of Office. The terms of office of the Board Members shall be for three (3) years, except that the initial election will provide that six (6) members are elected for three (3) year terms, six (6) members are elected for two 2 year terms, and five (5) members are elected for one (1) year terms as determined by the Board.

Section 3.5. Annual Meeting of Directors. An annual meeting of the Board of Directors shall be held at such place within or without the State of Iowaas may be fixed by the Board of Directors. The annual meeting of the Board of Directors shall be on or about the first Saturday in April.

Section 3.6. Regular and Special Meetings of Directors. The Board of Directors may provide, by resolution, the time and place, within the State of Iowa, for the holding of regular meetings. Special meetings of the Board of Directors may be called at any time by or at the request of the President of any seven (7) directors. The time and place of special meetings shall be at such a time and in such a place, within the State of Iowa, as may be designated by the person or persons calling the meeting.

Section 3.7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

Section 3.8. Informal Action by Directors. Any action required to be taken, or which may be taken, at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Any consent may be signed in counterparts with the same force and effect as if all directors had signed the same copy. All signed copies of any such written consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the directors have signed the consent unless the consent specifies a different effective date. Any such consent signed by all of the directors shall have the same effect as a unanimous vote.

Section 3.9. Manner of Acting. The affirmative votes of a majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.

Section 3.10. Vacancies. A vacancy in the Board of Directors occurring by reason of death, resignation, or removal of a director shall be filled, or a vacancy occurring because of an increase in the number of directors shall be filled, by vote of the directors at any regular or special meeting duly convened. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 3.11. Organization. At meetings of the Board of Directors, the President of the Society or his or her designee shall act as chairperson of the meeting. In the absence of the President, the Treasurer, otherwise a person chosen by a majority vote of the directors present at the meeting, shall act as chairperson of the meeting.

Section 3.12. Mode of Meetings. The Board of Directors may participate in and act at any meeting thereof through use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes.

Section 3.13 Numbers of Directors. . There will be seventeen (17) directors consisting of seven (7) directors to be elected from members, residing in seven (7) specific areas of the state, as designated in Section 3.14, with another ten (10) directors to be elected Aat large@, including the five (5) officers.

Section 3.14. Nominating Committee. The Nominating Committee consist of at least three members designated by the President.

Section 3.15. Nominations. Nominees for these positions be submitted to the Nominating Committee one month prior to the annual meeting and that nominations may be made by self-nomination, nomination by third person, or nomination made by a member of the nominating committee.

Section 3.16.Election. The election of directors shall be by the majority vote of members present at the annual society meeting based upon the ballots presented by the nominating committee.


ARTICLE IV
OFFICERS
Section 4.1.Designation and Qualifications. The officers of the Society shall be a President, Vice-President, Secretary, Treasurer, Public Relations Chairman, Program Chairman, and Publicity Chairman to be elected for three (3) year terms by the majority vote of the members present at the annual meeting. The Board of Directors shall elect such officers to serve for terms of one year and until their respective successors shall have been elected and qualified. Any two or more offices may be held by the same person. Officers whose authority and duties are not prescribed in these By-Laws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. Initially, the positions of President and Vice-President would be combined with Program Chairman and Publicity Chairman, respectively.
Section 4.2. Term of Office, Resignation, and Removal. Officers of the Society shall serve the Society for three (3) years with terms initially being staggered, however, that the term of any officer may be terminated sooner by death, resignation, or removal. Any officer may be removed by the Board of Directors at any time, with or without cause, by a majority of the directors present at a meeting of the Board of Directors at which a quorum is present.

Section 4.3. Vacancies. A vacancy in any office, however arising, if filled, shall be filled for the unexpired portion of the term in the same manner as provided for election to the office.

Section 4.4. Control by Board of Directors. The powers and duties of officers of the Society as prescribed by this Article or elsewhere in these By-Laws are subject to alteration or suspension by the Board of directors, from time to time either in general or in specific instances or for specific purposes, all as set forth in a resolution of the Board of Directors effecting such alteration or suspension.

Section 4.5. President. The President shall be the principal executive officer of the Society and, subject to the direction and control of the Board of Directors, shall have general charge of the affairs of the Society. In general, the powers and duties of the Present shall be those ordinarily exercised or performed by the chief executive officer of a for-profit corporation and such other powers and duties as may be assigned to the President by the Board of Directors. Without limiting the generality of the foregoing by this specification, in addition to presiding at meetings as provided elsewhere in these By-Laws, the President shall see that the resolutions and directions of the Board of Directors are carried into effect. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society, or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, the President may execute for the Society such documents as needed for the conduct of the Society's affairs in the ordinary course, as well as any contracts or checks or other documents which the Board of Directors has authorized to be executed, and he or she may accomplish such execution without a seal of the Corporation and either individually or with the Secretary or any other officer there unto authorized by the Board of Directors, according to the requirements of the form of the document.

Section 4.6. Vice-President. The Vice-President shall be the first assistant, executive officer of the Society and subject to the direction and control of the Board of Directors, as well as the President shall act in the absence of the President.

Section 4.7. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Society and, in general, the powers and duties of the Treasurer shall be those ordinarily incidental to the office of the treasurer of a for-profit corporation and such other powers and duties as may be assigned to the Treasurer by the Board of Directors or by the President. Without limiting the generality of the foregoing by this specification, the Treasurer shall (a) be responsible for the collection, receipt, custody, and disbursement of all Society funds and securities; (b) deposit all monies and other valuable effects in the name and to the credit of the Society in such banks or other depositories as may be designated by the Board of Directors or by an officer of the Society, pursuant to any delegation of such authority by the Board of Directors; (c) be responsible for carrying out the policies of the Society relating to the approval, grant, or extension of credit by the Society and for the procurement and maintenance of adequate insurance for the Society; (d) have charge of and be responsible for the maintenance of adequate books of account for the Society; and (e) render such reports with respect to accounting and financial matters to the President and to the Board of Directors at such intervals as they may require.

Section 4.8.Secretary. In general, the powers and duties of the Secretary shall be those ordinarily incidental to the office of secretary of a for-profit corporation and such other powers and duties as may be assigned to the Secretary by the Board of Directors or by the President. Without limiting the generality of the foregoing by this specification, the Secretary shall (a) attend all meetings of the Board of Directors, record he minutes of the meetings of the Board of Directors in one or more books provided for that purpose, and shall include in such books the actions by written consent of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be the custodian of the Society records and certify the By-Laws, resolutions of the Board of Directors and any committees of the Board of Directors, and other documents of the Corporation as being true and correct copies thereof; (d) keep a register of the post-office address of each director and member which shall be furnished to the Secretary by such director or member; (e) sign with the President, or any other officer there unto authorized by the Board of Directors, any contracts or other documents which the Board of Directors has authorized, and he or she may (without previous authorization by the Board of Directors) sign with such other officers as aforesaid such contracts and other documents as the conduct of the Corporation=s affairs in its ordinary course requires, in each case according to the requirements of the form of the document, except when a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws; and (f) keep and file all reports, statements, and other documents required by law, except where the duty is expressly imposed on some other officer or agent.


Section 4.9. Program Chairman. The Program Chairman shall be an officer of the Society with the primary responsibility of providing instruction and programs for the benefit of the Society periodically during every year. It is expected that the Program Chairman will utilize the assistance of directors in various parts of the State who are members of the Board of Directors because of their professional expertise in the areas of performance and teaching of cello, as well as their access to suitable facilities .

Section 5.0. Publicity Chairman. The Publicity Chairman shall be an officer of the Society with the primary responsibility of creating and maintaining contacts with media outlets for the purpose of promulgating local as well as statewide publicity about the Society and its functions such as concerts and master classes; the Publicity Chairman will rely heavily on the Regional Directors in this regard.


ARTICLE V
INDEMNIFICATION
Section 5.1. Indemnification of Directors and Officers. The Corporation shall, to the fullest extent to which it is empowered to do so by the Act or any other applicable laws as may from time to time be in effect, indemnify any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, or agent of the Corporation, or that he or she is or was serving at the request of the Society as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all judgments, fines, reasonable expenses (including attorneys= fees), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding.
Section 5.2. Contract with the Society. The provisions of this Article shall be deemed to be a contract between the Society and each director or officer who serves in any capacity at any time while this Article shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.


ARTICLE VI
MISCELLANEOUS
Section 6.1.Loans. No loans shall be contracted on behalf of the Society except by the authority of the Board of Directors.
Section 6.2. Leases. The Society shall have the power to lease land or buildings, in writing, on behalf of the Society, either as lessor or lessee.

Section 6.3. Contracts. The Board of Directors may authorize any one or more officers of the Society, or any one or more of its agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society.

Section 6.4. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money by the Society shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors , or by an officer or officers of the Society designated by the Board of Directors to make such determination.

Section 6.5. Deposits. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors, or such officer or officers designated by the Board of Directors, may select.

Section 6.6 Books, Records, and Minutes. . The Society shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All such books, records, and minutes shall be kept at the principal office of the Society in the State of Iowa, and may be inspected by any director entitled to vote, or that director's agent or attorney, for any proper purpose at any reasonable time.

Section 6.7. Gifts. The Board of Directors, the President, the Treasurer-Treasurer, the Program Director/Publicist Director, and any standing or special committee designated by the Board of Directors to have such authority, may accept on behalf of the Society any grant, contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Society.

Section 6.8. Fiscal Year. For accounting and related purposes, the fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.

Section 6.9.Amendment of By-Laws. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by resolution of the Board of Directors of the Society at any time or from time to time by the vote of a majority of the directors of the Society then in office.

Section 6.10. Amendment of Articles. The Articles of Incorporation may only be amended by an affirmative vote of a majority of the directors in office.

cello by-laws