BOARD OF
DIRECTORS
DIRECTORS
| LeErica White Non-Executive Chair |
| Denetra King Secretary/Chaplin |
| Lillie R. Davis Executive Chair |
| BYLAWS |
| CODE OF CONDUCT |
| Denetra King Secretary/Chaplain |
| Deloris Pugh Book Keeper |
| Cynthia Washington Treasurer Parlimentarian |
| ARTICLE I - NAME This non-profit corporation shall be legally called Simple Gifts Corporation. ARTICLE II - PURPOSE The purpose and mission of Simple Gifts Corporation is to be a bridge for children in the area of music by providing them the opportunity to learn to read music, play an instrument, and perform with the instrument. Our goal is, in a Christian environment, to inspire children to shape their own positive futures through music education and appreciation. Through music education, we hope to help create and expand horizons (joy and pride of doing well, discipline, coordination, communication, and immersion in the classical music and string culture) for children who would otherwise lack the opportunity to experience the benefits that are derived from such an education. The SCG Corporation is formed solely for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. ARTICLE III - BOARD OF DIRECTORS The Simple Gifts Corporation shall be governed by a Board of Directors, hereafter referred to as the “Board” with executive leadership governed by an Executive Chair (Held by a member of the Davis Family, the establishers of this organization) It shall consist of no fewer than three nor more than eleven members. Board members are required to be active members of a Christian Church and willing to undergo a background check. An Advisory Board will consist of all active registered parents within the present music year. Sections 1-5 excludes the Executive Chair who will preside in this position unless reasons of: A. Theft, embarrassment, financial mistrust, conflict of interest issues, misrepresentation, unethical situations are proven. This shall be brought before the board and the Davis family members. Consideration of replacement of said member with another immediate Davis family member can be entertained. Section 1. ELECTION Board members shall be appointed each year at the annual meeting of the Board. Terms of office for newly elected board members will be installed in May and become active in August . One-third of the Board shall be elected each year to serve a three-year term. Section 2. TERM OF BOARD The Board shall be divided into three classes, one-third to serve one year, one-third to serve two years, and one-third to serve three years. No Board member shall serve more than two consecutive terms, unless majority of the board deems necessary. A former member may be re-elected to the Board after being off the Board for at least one year following two consecutive terms. Section 3. ABSENTEE OF BOARD MEMBERS Three consecutive unexcused absences from meeting of the Board shall constitute voluntary resignation, unless waived by two-thirds vote of the Board. Section 4. VACANCY Any vacancy in the Board shall be filled for the balance of the term from candidates presented by the nominating committee and elected by members of the Board. Section 5. VOTE Each member of the Board shall be entitled to one vote in person or by proxy upon each subject properly submitted to vote. Executive Chair has the authority to bring a vote up for question and to table item for further discussion if there is reasonable cause which will negatively affect, diminish, or hinder the vision of this organization. Section 6. PLACE AND BOARD MEETINGS The Board Shall meet monthly with additional meetings as needed. The Advisory Board shall meet quarterly, prior to the meeting of the Board of Directors. Times and place of meeting shall be determined by the Board. Section 7. SPECIAL MEETINGS OF THE BOARD Special meetings of the Board of Directors may be called by the Chairperson or other board members. All members of the Board of Directors shall be duly notified of all special meetings at least three days prior thereto, and the notice of special meetings shall state the objects thereof. The board may also designate a regular meeting, special meeting or portion thereof to be closed to the public when discussion and decisions involved personnel, grievance, membership removal and other issues determined to constitute a need for confidentiality. Section 8. QUORUM A quorum shall be two-third of the members. A quorum must be present to carry any vote. Section 9. PARLIAMENTARY AUTHORITY Roberts Rule of Order, Newly Revised shall be the parliamentary authority for all matters of procedure not covered by these by-laws. ARTICLE IV - OFFICERS Section 1. The officers of this Board shall be an Executive Chair (Held by a member of the Davis Family, the establishers of this organization) Non-executive Chair, a Non-executive Vice-Chair, a Secretary, Treasurer, an assistant secretary, parliamentarian, treasurer, chaplain. The Board A. EXECUTIVE CHAIR - A full-time officeholder, a member of the immediate Davis Family, establishers of this organization, who typically leads the board and also takes hands-on role in the company's day to day management. Helps the CEO to oversee all the operational aspects involved in running the company, which include project planning and development delivery, and many other areas within their extensive scope. Has overall responsibility for the company which involves engineering and controlling the company's current growth in the future expansion. In addition, oversees all projects' development activities and related businesses of the company. B. NON-EXECUTIVE CHAIR - The non-executive Chairperson is a part-time officeholder who sits on and chairs the main board of the Simple Gifts Corporation. Provides support and advice to a CEO. Shall have the usual duties of a non-executive officer with general supervision over and direction of the affairs of the Corporation in the exercise of these duties and subject to the limitations of the laws of South Carolina, these By-Laws and the actions of the Board of Directors, he/she will appoint chairpersons and members of committees, preside over all meetings of Board of Directors, and set an agenda for each meeting. C. NON-EXECUTIVE VICE CHAIRPERSON- To assist the Chair and, in the absence of the Chair, to assume the duties of the chair. D. SECRETARY - The secretary shall keep the minutes of all meetings of the Board of Directors, and all committees in books provided for that purpose, and shall attend to the giving and serving of all notices for the Corporation He or she shall provide copies of minutes for each Board member; to maintain a current roster of the Board and to record attendance at meetings; and to conduct the general correspondence for the Board. He or she shall have charge of the corporate seal, and other such books and papers as the Board of Directors may direct and shall perform all other duties ordinarily incidents to the office of Secretary. The Secretary shall have such other powers and perform such other duties as may be assigned by the Board of Directors. E. ASSISTANT SECRETARY - The assistant secretary shall assist the secretary and, in the absence of the secretary, to assume the duties of the secretary. F. TREASURER - The treasurer shall oversee the financial operations of the agency; to make financial reports at each Board meeting; and to present a proposed budget for the ensuing year. G. PARLIAMENTARIAN - To enforce Robert Rules of Order when appropriate and ensure meetings are conducted in an orderly and professional manner. Assist with developing administrative procedures to ensure that laws, regulations, rules, and policies and other edicts issued by the board are supported within the day to day operations of the organization. H. CHAPLAIN - To open each meeting with prayer and provide religious counseling when appropriate. ARTICLE V - COMMITTEES Section 1. The Executive Committee shall consist of the officers of the Board to include; the Chair, Vice-Chair, Secretary, Treasurer, Chaplain, Parliamentarian, and Executive Director. The Executive Committee shall evaluate the performance of the corporation. It shall be responsible for the oversight of the financial condition of the SGC, including budget review, funds management, tax compliance, insurance review, and annual audit or other appropriate financial review of the fiscal affairs of the soundness of the Corporation. The Executive Committee shall also be responsible for assuring that the SGC is in compliance with the regulation and financial requirements of the Internal Revenue Service. The Executive Committee will appoint a nominations committee to administer the electoral process for the corporation. The Executive Committee will also appoint the following committees as appropriate for the administration of the Corporation’s operations. The Committees include the following: the Fundraiser Committee, the Newsletter Committee, the Volunteer Committee, the Program Committee, the Public Relations Committee, and Website Committee. Section 2. The Board shall appoint such other committees or task groups as deemed desirable for the efficient operation of SGC. The purpose responsibilities, and duration of each appointed committee and task group shall be clearly defined at the time of appointment. ARTICLE VI - CONFLICT OF INTEREST No part of the net earnings of the organization shall insure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal at code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future tax code. ARTICLE VII - STAFF AND CONTRACTS Section 1. The Board, under the guidance of the Executive Chair, are the sole authority over legally binding agreements or contracts between the Corporation and any individual, organization or government entity. Section 2. Staff for the organization will consist of the Director, Office Manager, Administrative I, Accountant, and Program Coordinator. Other positions will be added as deemed necessary. Section 3. The Director, under the guidance of the Executive Chair, shall employ and supervise all other staff members to fill positions created by the Board. Section 4. The staff shall work in accordance with written personnel policies as set forth by the Board. Each employee shall be supplied a copy of the personnel policies. ARTICLE VIII - POLICIES & PROCEDURES The Board shall from time to time establish policies and operating procedures relative to the conduct of business related to these Bylaws, to amendments to these Bylaws, and to resolutions and other actions that the board may take that will require sustained activity by the organization. Correspondingly the board shall direct the non- Executive Chair to develop administrative procedures to ensure that laws, regulations, rules, and policies and other edicts issued by the board are supported within the day to day operations of the organization. ARTICLE IX - LIMITATION OF DIRECTORS’ LIABILITYAND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS. Section 1. The Board shall be indemnified to the extent allowable under South Carolina nonprofit corporation law. ARTICLE X - FINANCIAL TRANSACTIONS Section 1. FISCAL YEAR The fiscal year of Simple Gifts Corporation shall be January 1- December 31st. Section 2. EXPENDITURES All financial decisions will be based on the proposed annual budget. All monies received by organization shall only be spent on organization. Section 3. SIGNING OF CHECKS All checks, drafts and orders of payment of money drawn on any bank account of the Corporation shall be signed by the treasure and Executive Chair. Section 4. BOARD COMPENSATION Board Members are not paid. They may be reimbursed for items purchased solely for the organization that was voted on at the board meeting, if presented with the receipt. ARTICLE XI - AMENDMENTS The By-Laws may be amended or altered by a two-thirds vote of the members of the Board at any regular meeting, provided that each member has been notified in writing of the proposed change at least seven (7) days prior to the meeting at which such action is to take place. ARTICLE XII - DISSOLUTION In the event of dissolution, assets of the corporation shall, after necessary expenses thereof, be distributed to another organization exempt under IRS Section 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose. Any such assets not so disposed of shall be then allocated, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which were organized and operated exclusively for such purpose. Signatory Authority The undersigned, LeErica White, Non-Executive Chair and Lillie R. Davis, Executive Chair, certifies that they have examined the foregoing By-Laws and same were adopted as the By-Laws of the Corporation with revisions previously submitted to the Internal Revenue Service June 30, 2009. SIMPLE GIFTS CORPORATION |
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| The Code of Conduct is mutual respect. All members of Simple Gifts Corporation have the right to expect a well ordered environment that is This right can only be provided when all members of the corporation accept their obligation to honor the Code of Conduct. Everyone has the right to be respect and to work in a clean, calm and safe environment. o Treat everyone with courtesy, respect and consideration. o Showing respect for others by working sensibly in lessons and not disrupting the learning of others. o Showing consideration for others by moving around the area quietly and carefully. o Showing respect for the property of others. o Not saying or doing anything that encourages bullying. Everyone is expected to make the most of their time at Simple Gifts Corporation. All are asked to be punctual and well prepared for both lessons and scheduled events. o Come properly prepared by bringing everything you will need for lessons. o Arrive in plenty of time for the start of lessons o Complete all assigned work on time and to the best of your ability Musician's Prayer God please bless my music, that it may glorify your name. May using it to serve you, always be my aim. Let it be a witness to your majesty and love. Remind me that you're watching from your throne above. My others see your beauty in every note they hear and when they hear my music, may they feel your presence near. Oh Lord, I ask for your guidance in everything I do, and pray you'll make my music an instrument for you. Dicksons In Jesus Name Amen |
| Daniel D. Music Advisor |
| E.I.N 74-3217949 We are a 501(c)3 Organization |
| Business License |
| 501c3 Letter |
