ARTICLE I

Members and Members' Meetings

Section 1.  Members.  This being a non-stock Corporation, this Corporation shall be composed of members.  The term "member," as used in these Bylaws, shall designate any person who has paid to this Corporation within the preceding twelve months the membership fee set by the Board of Directors of this Corporation. At the Annual Meeting of the membership of this Corporation, the Board of Directors will determine the annual amount of dues that must be paid for membership in the Corporation.  The Board will have the ability to set Individual, Family, Corporate, Lifetime or any other membership level it deems appropriate.  The Board will also have the authority to set the conditions and requirements for any membership level.

Section 2.  Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a two-thirds vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.

Section 3.  Annual Meetings.  The annual meeting of the membership of this Corporation shall be held in Boone, North Carolina at a time and place to be designated by the Board of Directors. 

Section 4.  Special Meetings.  Special meetings of the membership of this Corporation may be called at any time by the Chair, by any five (5) Directors, or by any ten (10) members.

Section 5.  Notice of Meetings.  A notice stating the date, time, and place of any membership meeting shall be delivered to each member, as designated in their membership application, not less than ten (10) or more than fifty (50) days prior to the date of such meeting.  The reason and background for the meeting must be included with the notice of meeting.

Section 6.  Quorum.  Twenty percent (20%) of eligible members shall constitute a quorum for the transaction of business.

 ARTICLE II

 Board of Directors

Section 1.  Power, Number, Term of Office, and Qualifications.  The Board of Directors shall be the governing body of the Corporation and, except as otherwise provided by these Bylaws, shall be vested with all powers necessary for the management and administration of the affairs of the Corporation.  The number of Directors shall be a minimum of three (3) up to a maximum of twelve (12) of which two-thirds (2/3) shall be residents of the state of North Carolina.  Following the election of Directors in the year 2006, the elected Board of Directors shall divide itself into three (3) groups, one group of four (4) Directors to serve for three (3) years, a second group of four (4) Directors to serve for two (2) years, and a third group of four (4) Directors to serve for one (1) year.  This system of staggered terms having been established, the membership of this Corporation shall thereafter annually elect four (4) Directors for a term of three (3) years.  All Directors shall be members in good standing of this Corporation. 

Section 2.  Election of Directors.  Except as provided in Section 3 of this Article, Directors shall be elected at the Annual Meeting of the membership, with such election to be by written ballot of the membership. At least ninety (90) days prior to the Annual Meeting, the Nominating Committee shall solicit from the membership and the Board of Directors nominations for the Directors whose terms of office expire that year.  All such nominations must be received by the Nominating Committee no later than sixty (60) days prior to the Annual Meeting of the membership.  The Nominating Committee shall then nominate a candidate for the office of each Director whose term is expiring, choosing from among the nominations submitted by membership and Board of Directors and from any other qualified individuals the Nominating Committee may select.  Ballots containing the Nominating Committee’s slate of candidates shall be mailed to the membership thirty (30) days prior to the Annual Meeting of the membership.   Ballots can be mailed back to the Corporation’s offices prior to the Annual Meeting of the membership or they can be brought to the Annual Meeting.  Board members can serve two consecutive three-year terms.  After being off of the Board for one full year, the member can stand for election to the Board by the membership and serve two three-year terms again.  Afterwards, should the Chair become the past Chair in his/her seventh year, the Chair can serve on the Board in an Ex-officio and non-voting capacity as past chair the seventh year, but must step down following the expiration of his/her term as past chair.

 Section 3.  Vacancies.  A replacement for any vacancy created by the death or resignation of a Director shall be nominated by the Executive Committee and must be approved by a vote of the Board of Directors of this Corporation within ninety (90) days. The person so elected shall serve the remainder of the term of the person whose death or resignation created the vacancy.

Section 4.  Executive Committee.  At the first meeting of the fiscal year of the Board of Directors, the Board of Directors shall elect officers who shall serve as an Executive Committee.  This Executive Committee shall include the Chair, the Vice Chair, the Secretary and the Treasurer along with the other positions outlined in Article IV, Section 1 of these By-Laws.  If the Executive Committee consists of an even number of members, the Board of Directors may elect a Director not then serving on the Executive Committee to serve as an additional member of the Executive Committee.  Such additional member’s term on the Committee shall end at the earlier of (i) there is an odd number of members of the Executive Committee due to the resignation, death or removal of a member of the Committee or (ii) when the Board of Directors next elects new officers of the Corporation.

Section 5.  Employees and Staff.  The Board of Directors may employ an executive director, business manager, public relations director, artistic director, administrative assistant and such other staff and cast (of “Horn in the West” and Hickory Ridge Homestead) as shall be deemed necessary and shall fix the salaries of such employees.  The persons so employed shall serve at the discretion of the Board of Directors.

Section 6.  Compensation of Directors.  Since this Corporation is a non-profit organization, no member of this Board, including the Executive Committee, shall receive any compensation, salary, or dividend for services rendered to the Corporation, and no member of the Board of Directors, including the Executive Committee, shall be employed in a position involving compensation by this Corporation.

 Section 7.  Vacancies.  Any vacancy on the Executive Committee created by death, resignation or other cause shall be filled by a majority vote of the Board of Directors within ninety (90) days of the vacancy.

 Section 8.  Removal. Any member of the Board of Directors, including members of the Executive Committee, can be removed from office with cause by: (i) a vote of two-thirds of the Board of Directors at a regular or specially called meeting of the Board or (ii) a majority vote of the membership via mailed ballot or regular or specially called meeting of the membership.

 Section 9 – Attendance.  Any Director, who misses four (4) consecutive regular meetings of the Board or a total of six (6) regular or specially called Board meetings within each fiscal year, shall automatically cease to be a Director and shall be notified in writing by the Chair.  Extenuating circumstances presented to and approved by the Board may permit an exception to this provision.  Any vacancy shall be filled in accordance with Article II, Section 3.

 Section 10 - Conflict of Interest.  Members of this Board of Directors will recuse themselves from discussions and votes regarding any item the Board may address where there is an actual or perceived conflict of interest.  The Board shall adopt a conflict of interest policy, including the requirement that members of the Board complete and submit for review an annual conflict of interest disclosure report.  The Board shall resolve conflicts of interest by taking such action as it deems appropriate through such procedures as it deems appropriate.  The Board shall have the power to demand the resignation or remove a Director from the Board or deny a seat on the Board; however, that the demand for resignation or removal of a Director from the Board, or refusal to seat a member duly elected, shall require a two-thirds (2/3) vote of the Directors.

 Section 11 - Committees.  The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members.  The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.

ARTICLE III

 Meetings of Directors and Executive Committee

            Section 1.  Meetings of the Board of Directors.  The Board of Directors of this Corporation shall meet on a regular monthly basis on a day and time established by a vote of the Board.  Special Meetings of the Board of Directors may be called by or at the request of the Chair or a majority of Directors. 

            Section 2.  Place of Meeting.  All meetings of the Board of Directors shall be held at a place set out in the notice of such meeting.

Section 3.  Notice of Special Meetings.  Special meetings must have at least five (5) days prior notice.  Notice of a special meeting need not state the purpose thereof and such notice shall be directed to each Director at his residence or usual place of business in a manner outlined in Article 1 Section 4 of these By-Laws.         

Section 4.  Quorum and Manner of Acting.  A majority of the Directors at any meeting shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  If, at a properly convened meeting at which a quorum is present, the departure of one or more Directors prior to the end of the meeting reduces the number of Directors present to less than a quorum, an act of the majority of the remaining Directors shall still be the act of the Board of Directors, but only if the number of remaining Directors is at least one-half of the number of Directors.

Section 5.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action.  Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 6.  Participation in Meeting by Conference Telephone.  Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 7.  Meetings of the Executive Committee. Meetings of the Executive Committee may be called by either the Chair or by a majority of the members of the Executive Committee.

Section 8.  Action by Executive Committee.  A majority of the members of the Executive Committee shall constitute a quorum for the transaction of any business at any meeting of the Executive Committee, and the act of a majority of the Executive Committee members present at a meeting at which a quorum was present shall be the act of the Executive Committee.  All actions of the Executive Committee must be approved by a vote of the Board of Directors of this Corporation during the next regular or specially called Board meeting where a quorum is present following the action of the Executive Committee.

ARTICLE IV

Officers

Section 1.  Number of Officers.  The Officers of the Corporation shall be an Honorary Chair, elected at the discretion of the full Board of Directors (this position is a ceremonial position and carries no responsibility or authority), a Chair, a Vice Chair, a Secretary, a Treasurer, and the Immediate Past Chair.   The same person may hold more than one office at the same time, except the offices of Chair and Treasurer may not be held by the same person.

            Section 2.  Election, Term of Office, and Qualifications.  Except for the Immediate Past Chair, officers shall be elected as described in Article II, Section 4 of these By-Laws.  Each officer so elected shall be elected to serve a one-year term with the opportunity to serve a second consecutive one-year term.  The Immediate Past Chair will serve for a one year term, immediately following his or her term as Chair.  Individuals may not serve more than two consecutive terms in the same office, but may be subsequently elected to a previously held office if the new term would not be the individual’s third consecutive term in the same office.

Section 3.  Vacancies.  A vacancy in any office caused by death, resignation or any other cause shall be filled for the unexpired portion of the term by a vote of the Board of Directors.


Section 4.  Duties of Officers. 

Honorary Chair.  At the discretion of the Board, the Board may vote to elect an Honorary Chair for the Corporation.  The honorary chair will be a ceremonial position.  The honorary chair will have no vote on the Board and will serve in an ex-officio capacity.      

Chair.  The Chair shall preside at all meetings of the Corporation and will perform specific duties which the Board may place upon the Chair and such other duties as ordinarily pertain to the office.  The Chair may sign any contracts or other instruments that the Board of Directors has authorized to be executed.

Vice-Chair. In the absence or disability of the Chair, the Vice-Chair shall perform the same duties of the Chair and shall perform such other duties as may be assigned to him/her from time to time by the Executive Committee or the Board of Directors.

Immediate Past Chair.  The Immediate Past Chair will advise and counsel the Chair and shall perform other duties as may be assigned by the Chair. 

Secretary.  The Secretary shall keep a record of the minutes of all meetings of the Corporation; shall give notice of meetings as provided by these Bylaws; shall maintain all the official corporate books, records, and papers of the Corporation except those of the Treasurer or some other person authorized to have charge thereof by the Board of Directors; and shall perform such other duties as may be assigned to him/her from time to time by the Board of Directors.  All records of the Corporation shall be kept on file in the main offices of the Corporation.

Treasurer.  The Treasurer shall establish and monitor the procedure to receive and disburse all corporate funds in accordance with sound accounting principals.  The books of this Corporation shall be open to inspection by any member of the Board of Directors or any member in good standing with this corporation.  All accounts opened in the name of this Corporation shall be approved by the Board of Directors.

Section 5.  Qualifications of Officers.  All officers of this Corporation shall be members of the Board of Directors of this Corporation and must be members in good standing of this Corporation.

Section 6.  Compensation of Officers.  Since this Corporation is a non-profit organization, no officer shall receive any compensation, salary or dividend for services rendered the Corporation.

ARTICLE V

Action of the Corporation

Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE VI

General Provisions

Section 1.  Waiver of Notice.  No wavier of meeting notice shall be allowed. 

Section 2.  Amendment of By-Laws.  These By-Laws may only be amended by the affirmative vote of a majority of the membership at an Annual or Special Meeting of the membership.  The notice of such meetings shall be made pursuant to Article I, Section 5. 

Section 3 – Fiscal Year.  The fiscal year of the Corporation shall be set by the Executive Committee.

Section 4 – Proxy Voting.  Members of the Corporation may vote either in person or by proxy.  Proxy voting shall not be allowed by the Board of Directors, Executive Committee or any other committee or task force associated with this Corporation.

ARTICLE VII

Indemnification

Directors and officers of the corporation shall be, and employees and agents of the corporation may be, indemnified for liabilities arising out of their action on behalf of the Corporation to the fullest extent permitted by the North Carolina Nonprofit Corporation Act.  Insurance shall be purchased by the Corporation to protect the directors, officers, employees and agents from such liabilities.