BY-LAWS OF
THE HAMPSONG FOUNDATION
A Washington Non-Profit Corporation
ARTICLE I
NAME
The name of the non-profit corporation is HAMPSONG FOUNDATION.
ARTICLE II
PURPOSE
The purpose of this non-profit corporation is for the research, support and proliferation of song and singing achieved by donations to institutions and persons in connection with the following projects:
1. Financing research projects in cooperation with universities or similar musicological institutions;
2. Financing of publications;
3. Financing of symposia;
4. Building computer assisted song archives;
5. Awarding scholarships;
6. Making possible debuts of young singers;
7. Commissioning compositions;
8. Supporting debut performances;
9. Holding concerts with discussions;
10. Financing audio-visual song projects; and
11. Selling sound recordings for the Foundation’s benefit (in order to obtain earnings which shall in turn serve to finance research projects.
ARTICLE III
MANAGEMENT AND REPRESENTATION
A. The corporation shall be managed and all its benefits shall be awarded by the “Foundation Board”.
B. The Foundation Board shall consist of two (2) to five (5) directors, all of whom shall be natural persons.
C. The initial directors are as listed in the Articles of Incorporation and listed below along with their staggering terms. Hereafter, all directors shall be elected for a term of three (3) years:
WALTER THOMAS HAMPSON: Three years
ANDREA HERBERSTEIN: Two years
CHRISTOPH LIEBEN-SEUTTER: One year
D. Directors of the Foundation Board shall be elected by a majority vote of the
directors present at the annual meeting. Each director shall serve a term of three (3) years. The directors shall serve staggered terms so that in any one year, only one director is elected unless there is an additional vacancy due to resignation or removal.
E. A meeting shall be held annually at a time and place set by the President upon a minimum of ten (10) days notice. Other special meetings may be called by the President or any two of the directors upon five (5) days notice. Action may be taken without a meeting if consent, in writing, setting the action to be taken and is signed by all directors of the Foundation Board.
F. Any and all directors of the Foundation Board may participate in the annual or special meeting of the Foundation Board by, or conduct the meeting through the use of, any means of communication by which all directors participating in the meeting can hear and/or communicate with each other during the meeting. A director participating in the meeting by this means is deemed to be present in person at the meeting.
G. A majority of the directors of the Foundation Board shall constitute a quorum for the transaction of business. Decisions shall be made by a majority of the directors present at a meeting. Each director shall possess one vote and no director may vote by proxy.
H. A director who is present at a meeting of the Foundation Board of which an action on a corporation matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, and shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to absent or abstain shall not apply to a director who voted in favor of such action.
I. A director may be removed from office by a majority vote of the directors. A vacancy may occur by the resignation of any director. Any vacancy occurring due to a resignation or removal shall be filled by appointment by the president to serve the unexpired vacated term. J. Action of Directors by Communication Equipment. Directors may participate in a meeting of the Directors by means of a conference telephone or other similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE IV
OFFICERS
A. Officers of the corporation shall consist of the President, Vice President, Secretary and Treasurer and such other officers as may be elected by the Foundation Board. Any two or more positions may be held by the same person except the position of president and treasurer.
B. The description of each officer’s position shall consist of the following duties:
1. President. The President shall have the general supervision of the affairs of the corporation and shall perform such other duties as are incident to the office and are properly required of the President by the Foundation Board.
2. Vice President. During the absence or disability of the President, the Vice President shall exercise all functions of the President. The Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Foundation Board.
3. Secretary. The Secretary shall issue notices of all meetings, except for notices of special meetings of the Foundation Board which are called by the requisite number of directors, shall keep minutes of all meetings, shall have the charge of the seal, if any, and the corporation books, and shall make such reports and perform such other duties as are incident to the office or are properly required by the Foundation Board.
4. Treasurer. The Treasurer shall have custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Foundation Board and shall render to the Foundation Board from time to time, as may be required, an account of all transactions undertaken as the Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office and are properly required by the Foundation Board.
5. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Foundation Board.
C. Officers shall be elected at the annual meeting of the Foundation Board.
D. A vacancy in any office for any reason may be filed by the Foundation Board for the unexpired term. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Foundation Board.
ARTICLE V
ADMINISTRATION
A. Fiscal Year.
The fiscal year of the corporation is from January 1st to December 31st of each year.
B. Loans.
No loans shall be made by the corporation to any officer or director.
C. Books and Records.
The corporation shall keep correct and complete books and records of account and shall keep the minutes of the proceedings of its Foundation Board and shall keep at its registered office or principal place of business a record of its directors, giving the names and addresses of all directors.
D. Amendments.
These By-Laws may be amended by a vote of two-thirds of the Foundation Board, provided that amendments have been introduced at the annual meeting of the corporation and that copies of the proposed amendments have been preliminarily distributed to all directors.
E. Board Resolutions.
Resolutions may be adopted with a majority vote and may be rescinded with a majority vote.
F. Indemnification.
The corporation shall indemnify its directors and officers against all liability, damage or expense resulting from the fact that such person is or was a director or officer, to the maximum extent and under all circumstances permitted by law; except that the corporation shall not indemnify a director or officer against liability, damage or expense resulting from the director’s or officer’s gross negligence or intentional misconduct.
G. Depositories.
The monies of the corporation shall be deposited in the name of the corporation in to such bank or banks or trust company as the Foundation Board shall designate and shall be drawn from such accounts only by check or other order of payment of money signed by such persons, in such a manner, as may be determined by resolution of the Foundation Board.
H. Notices.
Except as may otherwise be required by law, any notice to any director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid.
ARTICLE VI
RESTRICTION ON CORPORATION ACTIVITIES
A. Restrictions.
This corporation shall be able to carry on any activity and to deal with and expend any such property income therefrom for any of the foregoing purposes without limitation, except such limitation, if any, as may be contained in the instrument under which the property is received, the articles of incorporation, the By-Laws of the corporation or any other limitations which are prescribed by law; provided, that no income tax under Section 503(c)(3) of the Internal Revenue Code of 1986 or any corresponding future provisions of the Revenue Code. The corporation shall not intervene in, or participate in, any political campaign on behalf of any candidate for public office. No part of the net earnings of this corporation shall inure to the benefit of any private individual, firm, partnership or association and no director or officer of the corporation shall receive any pecuniary benefit from the corporation, except such reasonable compensation as may be allowed for services actually rendered to the corporation.
B. Declaration of Policy Regarding Discrimination.
Neither the corporation nor any officer, employee or director thereof shall discriminate against any person based upon such persons color, religion, race or creed. The services to be performed by the corporation shall be available to all persons. All programs shall be conducted on a completely non-sectarian basis.