Columbia City Jazz Company Mission Statement. By-laws of the Columbia City Jazz Company, Inc. (05/2009)

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1 Columbia City Jazz Company Mission Statement It is the mission of the Columbia City Jazz Dance Company (CCJC) to become a professional training facility and home to an award winning ensemble of highly skilled pre-professional contemporary and jazz dancers. Utilizing their technical skills and choreography, CCJC will demonstrate the varying art forms of contemporary and jazz dance to the under served arts audiences of South Carolina through a series of live community performances and through community outreach training programs. In addition, by hosting nationally known guest instructors, Columbia City Jazz Dance Company seeks to become a training center for contemporary and jazz dance excellence in the southeastern United States. By-laws of the Columbia City Jazz Company, Inc. (05/2009) ARTICLE I Name The name of this organization shall be the Columbia City Jazz Company, Inc. ARTICLE II Purpose and Organization 1. The purpose of the Columbia City Jazz Company shall be to promote and maintain a jazz dance company to perform for audiences in the Greater Columbia Area, and to develop and improve dancers who qualify to participate in competitive dance events. 2. The Company shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, or (b) a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law. 3. In the event of dissolution, the residual assets of the Company will be turned over to one or more organizations which themselves are exempt as organizations described in section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding section of any prior or future Internal Revenue Code, or the Federal, State, or Local government for exclusive public purposes. ARTICLE III Membership - General The General Membership shall be parents of the dancers and other interested parties who pay an annual membership fee. ARTICLE IV Membership - Board of Directors 1. The Board of Directors shall consist of four (4) elected members including President, Vice President, Treasurer, and Secretary, plus the current Artistic Director (or the representative of the same), plus the past President and four (4) appointed positions to be selected by the new incoming elected members, past President, and Artistic Director.

2 2. The elected membership of the Board of Directors shall be voted on by the General Membership at the annual meeting to be held in May of each year. To be elected, a simple majority of those present is required. 3. Any board member failing to attend three (3) regular meetings without excuse shall be deemed to have resigned as a member of the Board of Directors, and the member shall be no notified by the Secretary of the Company. The position vacated by this Board member shall then be filled by a majority vote of the current board to finish the term of office. 4. No member of the Board of Directors shall receive compensation for services as a member of the Board of Directors. 5. The Board of Directors shall employ such personnel, as it deems appropriate and confer titles and fix compensation to assist it in performing the purposes of the organization. 6. Vacancies in the Board of Directors shall be filled for the unexpired terms by a majority vote of the remaining Directors at any regular or special meeting of the Board of Directors. A presently occupied seat on the Board of Directors may be declared vacant and membership on the Board withdrawn by a majority vote of the entire Board. Such declaration shall be only for cause of conflict of interest, adverse competition, disloyalty, or public conduct tending to bring discredit on the Company. ARTICLE V Officers 1. The officers of the Board of Directors, as specifically voted on by the membership, shall be the following: a. President b. Vice-President c. Secretary d. Treasurer The President shall conduct the Board Meetings and shall perform all duties as are incident to the office. 4. The Vice-President shall assist the President and assume the duties of the President in his/her absence or in case of disability and shall perform all duties as are incident to the office. 5. The Secretary shall issue notices of all general membership and Board meetings, attend and keep minutes of the same, and shall perform all other duties as are incident to the office. 6. The Treasurer shall be responsible for the financial affairs of the Company. Financial reports Columbia City Jazz shall be prepared by the Treasurer and shall be made available to all members of the Board of Directors at each meeting. The Treasurer shall present a yearly financial report for the annual meeting of the General Membership. 7. The office of the Secretary and the Treasurer may not be held by the same person. 8. Ex-officio advisors may be appointed as deemed appropriate by the Board of Directors. ARTICLE VI The Artistic Director 1. The Artistic Director, with the advice of the board and/or other interested parties, shall solely decide all rehearsal schedules.

3 2. The Artistic Director, with the advice of the board and/or other interested parties, shall have final approval on all matters of costuming and props within the limitations of the budgeted allowance for the same. 3. The Artistic Director, with the advice of the board and/or other interested parties, shall have final approval on all competitions and exhibitions. 4. The Artistic Director, with the advice of the board and/or other interested parties, shall have final approval over all choreography of the Columbia City Jazz Co. 5. The Artistic Director, with the advice of the board and/or other interested parties, has the sole responsibility for appointing an assistant, but the contract requires Board approval. 6. The Artistic Director, with the advice of the board and/or other interested parties, has final approval on all invitations of guest artists subject to budgeted allowances, but any contracts for the same require Board approval. 7. The Board and interested parties are always invited to express opinions and give advice to the Artistic Director, but final decisions will always rest with the Artistic Director. The only exceptions regard contracts. All contracts require Board approval with the following exception: The template of the contracts between the Dancers and the Artistic Director will be subject to review only by the Board prior to Distribution. 8. The Artistic Director shall, with the advice of the board and/or other interested parties, appoint the following members to the Board of Directors: Company Coordinator and Wardrobe Mistress. ARTICLE VII Appointed Board Members 1. There will be four (4) appointed Board members. Two will be appointed by the officers, Past President, and Artistic Director. Two will be appointed by the Artistic Director. These shall be as follows: Appointed by the officers, Past President, and Artistic Director: a. Publicity and Public Relations Chair b. Fund Raising Chair Appointed by the Artistic Director: a. Wardrobe Mistress b. Company Coordinator (Technical Director) The Publicity and Public Relations Chair shall be responsible for promoting and advertising the activities of the Company. 2. The Fund Raising Chair shall be responsible for raising the necessary capital for maintaining the viability of the Jazz Company. Fundraising may include but not be limited to special events and donations. 3. The Wardrobe Mistress shall be responsible to work with the Artistic Director in the design of costumes and arrange for them to be made, inventoried, and maintained. 4. The Company Coordinator will assist and advise the Artistic Director as deemed necessary by the same. ARTICLE VIII Terms of Office

4 1. All Board members shall serve for one year beginning with the adjournment of the annual meeting of the General Membership in May at which they are elected and ending with the adjournment of the annual meeting one-year from that time with option for reelection. If the office of President shall become vacant, the Vice-President shall thereupon become President of the Company for the unexpired term. In the event any other office shall become vacant, the office shall be filled by a majority vote of the Board of Directors for the remainder of the term. The Board of Directors shall appoint a person from the membership to fill the vacancy. 2. No "Elected" Board Member shall serve more than four consecutive terms as an officer without a one-year break. 3. "Appointed" Board members may serve an unlimited number of consecutive terms. ARTICLE IX Committees 1. The Board or President shall appoint any temporary committees, as they shall deem necessary. 2. The Board shall have the power to act on behalf of the Columbia City Jazz Company. No individual may commit the Company to a contractual matter without Board Approval of the same. 3. The Nominating Committee shall be elected by a majority vote of the General Membership during the annual meeting. It shall be comprised of the Artistic Director and a representative of each dance division. A chair shall be appointed by the Board of Directors. ARTICLE X Finances 1. Payment of all expenses shall be made by check signed by the Treasurer and one other Board member. 2. The fiscal year of the Columbia City Jazz Company shall begin on June 1 and end on May 31st. 3. If at any time the Company shall be dissolved, the residual assets shall be disbursed in accordance with Article II, Section 3 of these by-laws. 4. All members shall pay dues as required by the Board of Directors. ARTICLE XI Meetings 1. A General Membership meeting will be held quarterly four (4) times per year. The Annual Meeting of the General Membership will be held in May. The election of Board members and the Nominating Committee will be held at the Annual Meeting in May. 2. The Board of Directors meetings shall be held a minimum of six (6) times a year. 3. All meetings shall be called by the President and held at such time and place as he/she designates, due notice being given to all members. 4. Board meetings are open to the General Membership; however, the General Membership may not vote in a Board meeting. The Board may elect on occasions to move into Executive Session, which will be closed to the general

5 ARTICLE XII Quorum membership. A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of 50% of the Board members. But in no event shall it be less than five (5) Board members. ARTICLE XIII Parliamentary Authority ARTICLE XIV Amendments Robert's Rules of Order (Current Edition) shall govern the order and conduct of this Company in all cases not covered by these by-laws. Any proposal to amend one or more articles of these standing by-laws must first be presented in writing at a meeting of the Board of Directors. It can be voted on at the next regular or special meeting of the Board of Directors with proper notice to the Directors given in advance of said meeting. If a majority of the Directors present and voting shall favor the proposal, it shall then be presented at the next General Membership meeting for approval by majority vote. If approved by the General Membership, it shall be adopted.

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