The Erwin H. Johnson Memorial Fund, Inc.
ERWIN H. JOHNSON MEMORIAL FUND, INC
A 501 © 3 NOT FOR PROFIT CORPORATION
ARTICLE I: Name
The name of the corporation is: Erwin H. Johnson Memorial Fund, Inc.
ARTICLE II: Mission
The Erwin H. Johnson Fund, Inc. is a 501 © 3 not-for-profit corporation that supports and promotes opera in Western New York and especially the idea of a dedicated performing arts space.
ARTICLE III: Purposes
The purposes for which the Corporation is formed are:
- To raise funds through donations, benefits, an ongoing series of Erwin H. Johnson Memorial Fund Concerts; and in any other way that is legal and permitted under the relevant provisions of the Internal Revenue Code in order to raise awareness of the need for and to build an Opera house for Opera and its associated performing arts in the city of Buffalo.
- To cultivate, promote, foster and develop among its members the appreciation, and love of opera and its associated performing arts in Western New York and Southern Ontario.
- To support opera performers and performances through grants
- To do any other act or thing incidental to or connected with the aforementioned purposes or in advancement thereof, but not for the pecuniary or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not-for-Profit Corporation Law.
- The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its directors or officers except to the extent permitted under the Not-for-Profit Corporation Law of the State of New York.
- No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE IV: Basic Policies
- The Corporation shall be non-commercial, non-sectarian and non-partisan.
- Erwin H. Johnson Memorial Fund, Inc. does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, the selection of board members, volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment. The Erwin H. Johnson Fund in all of its activities supports the goals of inclusivity, diversity, equity and access.
- The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Corporation.
- The Corporation may cooperate with entities to support Opera.
- The Corporation may cooperate with organizations and agencies concerned with the advancement and propagation of Opera, Opera productions, Opera performances, and educational events designed to promote the understanding of opera.
ARITCLE V: Membership
- Any individual who subscribes to the purposes and basic policies of the Corporation may become a member of the Corporation.
- Anyone who contributes to the Fund by either performing service work, or by making a cash contribution shall be considered to be in compliance with the provisions of these By-laws with respect to membership.
ARITICLE VI: Officers and Elections
- The officers of the corporation shall consist of President, Vice President, Secretary and Treasurer, and nominating chair, and shall constitute the executive committee.
- Officers shall assume their official duties following their election
- A person shall be eligible to serve more than one consecutive term in the same office- term length to be determined
- The Board elects their own officers
- Directors shall be presented to the Board by the Nominating Committee Chair, and shall be elected by the Board of Directors
- Vacancy in any office shall be filled for the unexpired term by a person appointed by the Board of Directors. In case a vacancy occurs in the office of President, the Vice- President will serve as Interim President
ARTIClE VII- Duties of Officers
- The President and the Treasurer of the Erwin H. Johnson Memorial Fund Inc., shall have signatory rights over fund investments and bank accounts. (approved Dec. 5, 2014)
- The President shall preside at all meetings of the corporation and of the Board of Directors at which they may present; shall perform such other duties prescribed in these By-laws or assigned to them by the Corporation or by the Board of Directors; and shall coordinate the work of the officers and committees of the corporation in order that its purposes may be promoted.
- The Vice President shall act as aid to the President, shall perform the duties as assigned by the President, and shall perform the duties of the President in the President’s absence.
- The Secretary shall record the minutes of all meetings of the Corporation and of the Board of Directors and shall perform such other duties as may be assigned by the President.
- The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of the receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the corporation, the Board of Directors, or a special committee. The Treasurer shall present a financial statement at every meeting of the Corporation and at other times when requested by the Board of Directors and shall make a full report at the annual meeting. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of the By-Laws.
An auditing committee of not less than three (3) members shall be appointed by the President and approved by the Board of Directors. The Treasurer’s accounts shall be examined annually by said committee; which committee shall provide a statement signifying approval.
- The nominating chair shall work with the Board of Directors to recruit new members for the Board. Names shall be submitted for approval at a general meeting of the Board of Directors.
ARTICLE VIII: Board of Directors
- The Board of Directors shall consist of the officers of this corporation and members at large.
ARTICLE IX: Meetings
Three or more meetings will be held per year to conduct the business of the organization.
ARTICLE X: Standing and Special Committees
- The board of directors may create such committees a it may deem necessary to promote the purposes and carry on the work of the corporation.
- No committee work shall be undertaken without the consent of the board of directors.
ARTICLE XI: Parliamentary Authority
Parliamentary procedures as contained in Robert’s Rules of Order
ARTICLE XII: Amendments
These By-Laws may be amended, repealed, or altered in whole or in part by a two-thirds vote of those present at any regular or special meeting of the Board of Directors of the Corporation, after an announcement has been presented to the board at least one month prior to the actual vote. The By-Laws shall be reviewed every two years.
ARTICLE XIII: Dissolution
In the event of the dissolution of the organization, the Board of Directors and organization consultants (i.e. lawyer, financial planner, volunteers) will distribute the assets of the organization according to its mission to (1) support and promote opera in Western New York (performance, scholarship) and (2) to the idea of a dedicated performance arts space (performs opera at least once per year).
July 23, 2020