Section 1. Principal Office
The Corporation shall maintain a principal office at such place as the Board of Directors may determine from time to time.
Section 2. Registered Agent and Registered Office
The Corporation shall continuously maintain a registered agent and registered office in the District of Columbia as required by District of Columbia law.
Section 3. Additional Offices
The Corporation may maintain such additional offices as the Board of Directors determines appropriate.
Section 1. Purpose
The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
In furtherance of these purposes, the Corporation may conduct educational, artistic, cultural, community, and artist-development activities and may engage in any other lawful activities that further its charitable and educational purposes.
Section 2. Tax-Exempt Limitations
No part of the net earnings of the Corporation shall inure to the benefit of any private individual, except that the Corporation may pay reasonable compensation for services rendered and make payments in furtherance of its charitable and educational purposes. No substantial part of the activities of the Corporation shall consist of carrying on propaganda
or otherwise attempting to influence legislation, except as permitted under Section 501(c)(3) of the Internal Revenue Code.
The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Section 1. No Statutory Members
The Corporation shall have no members within the meaning of the District of Columbia Nonprofit Corporation Act. The Corporation may use the term “Member” or similar terminology to describe participants in its programs or community. Such designation shall not confer the rights of a statutory member under District of Columbia law.
Section 2. Membership Programs
The Board of Directors may establish, modify, or discontinue membership programs and may adopt policies governing eligibility, participation, benefits, responsibilities, suspension, termination, and other aspects of membership.
Section 3. Community Participation
The Board may establish opportunities for Members, program participants, artists, volunteers, and other community stakeholders to participate in advisory, artistic, programmatic, or other organizational matters. Such participation shall not confer authority to exercise powers reserved to the Board of Directors.
Section 1. General Authority
The affairs of the Corporation shall be managed under the direction and oversight of the Board of Directors.
Section 2. Number
The Board shall consist of six directors.
Section 3. Qualifications
Each director shall be an individual at least eighteen years of age who is an Incubator Member in good standing. Additional procedures for participation in the director-selection process may be established in the Board selection and rotation policies.
Section 4. Selection of Directors
Except for the initial directors and directors selected to fill vacancies, directors shall be designated through a random selection process from an eligible pool established by the Board. The Board shall adopt Board selection and rotation policies establishing procedures for:
eligibility;
participation in the selection pool;
random selection;
acceptance of Board service;
orientation;
succession; and
related administrative matters.
A person selected through the random selection process shall not become a director unless the person affirmatively accepts Board service.
Section 5. Terms
Directors shall serve terms of six months. Director terms shall be staggered so that one director’s regular term expires each month. . The Board selection and rotation policies shall establish the schedule and procedures for implementing the staggered rotation. Despite expiration of a director’s term, the director shall continue to serve until a successor takes office unless the director resigns or is removed. A person who serves all or any portion of a term as a director shall not be eligible to serve again as a director for two years following the conclusion of that service.
Section 6. Initial Staggering
The six initial directors shall be assigned initial terms of one, two, three, four, five, and six months in order to establish the staggered rotation contemplated by these Bylaws. The initial terms shall be assigned by lot or another neutral method approved by the initial Board. Upon expiration of each initial term, that seat shall thereafter be filled for a regular six-month term in accordance with the director-selection process established by these Bylaws. The special initial-term provisions of this Section shall apply only to the initial Board.
Section 7. Vacancies
Any vacancy on the Board of Directors, including a vacancy resulting from resignation, removal, death, incapacity, or an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if fewer than a quorum remain in office. A director selected to fill a vacancy shall serve for the remainder of the unexpired term
of the vacant seat.
Section 8. Resignation
A director may resign at any time by delivering written or electronic notice to the management officer or Secretary. The resignation shall be effective when delivered unless the notice specifies a later effective date.
Section 9. Removal
A director may be removed only for cause. Cause includes a material breach of fiduciary duty, failure to continue satisfying the qualifications for Board service, or material violation of the
Corporation’s governing policies. Removal for cause shall require the affirmative vote of at least two-thirds of the directors then in office, excluding the director whose removal is under
consideration.
Section 10. Compensation
Directors shall not receive compensation for service as directors. Directors may be reimbursed for reasonable expenses incurred on behalf of the Corporation. A director may receive reasonable compensation for separate bona fide services provided to the Corporation if the arrangement is reviewed and approved under the Corporation’s conflict-of-interest procedures.
Section 1. Regular Meetings
The Board shall meet as often as necessary to properly discharge its responsibilities at such times and places as the Board determines.
Section 2. Special Meetings
Special meetings of the Board may be called the Board Facilitator.
Section 3. Notice of Regular Meetings
The Corporation shall provide directors notice of the date, time, and place of regular meetings.
Section 4. Notice of Special Meetings
At least two days’ notice of the date, time, and place of a special meeting shall be provided to each director. Notice may be provided personally, by mail, electronically, or by another reasonable method. The notice need not state the purpose of the special meeting.
Section 5. Quorum
A majority of the directors in office immediately before a meeting begins shall constitute a quorum.
Section 6. Voting
If a quorum is present, an action of the Board shall be approved by the affirmative vote of a majority of the directors present unless these Bylaws or the Articles of Incorporation require a greater vote. Each director shall have one vote.
Section 7. Remote Participation
Directors may participate in a meeting by telephone, videoconference, or another means of communication through which all participating directors can simultaneously hear one another. A director participating in this manner shall be considered present at the meeting.
Section 8. Action Without a Meeting
Any action that may be taken by the Board at a meeting may be taken without a meeting if every director signs or electronically approves a written consent describing the action to be
taken and the consents are delivered to the Corporation. The action shall become effective when the Corporation has received the consent of all directors, unless the written consent specifies a later effective time.
Section 9. Waiver of Notice
A director may waive notice of a meeting in writing or electronically. Attendance at a meeting also constitutes waiver of notice unless the director objects at the beginning of the meeting to holding the meeting or transacting business because proper notice was not given.
Section 10. Attendance
A director who fails to attend two regular Board meetings during the director’s term shall cease to serve as a director upon the second absence, unless the Board determines that an absence should be excused for good cause.
Section 1. Officers
The Corporation shall have at least two separate officers:
(a) an officer responsible for management of the Corporation; and
(b) a separate officer responsible for the financial affairs of the Corporation.
The Corporation shall also assign to an officer responsibility for preparing or supervising preparation of Board minutes and maintaining and authenticating the Corporation’s records. The Board may establish additional officer positions as it determines appropriate.
Section 2. Appointment and Terms
Officers shall be elected or appointed by the Board. Officers who are directors shall serve as officers during their respective terms as directors and until their successors as officers are appointed, provided that they continue to serve as directors. The Secretary and any other officer who is not a director shall serve until a successor is appointed or until resignation or
removal.
Except for the Secretary and any other officer position expressly designated by these Bylaws as a non-director position, officers shall be directors of the Corporation.
Section 3. Management Officer
The Board shall designate one director to serve as the officer responsible for management of the Corporation. The Board may designate this officer as President, Managing Officer, or by
another title.
Section 4. Financial Officer
The Board shall designate a different director to serve as the officer responsible for the financial affairs of the Corporation. The Board may designate this officer as Treasurer,Financial Officer, or by another title.
Section 5. Secretary
The Board shall appoint a Secretary. The Secretary may, but need not, be a director. The Secretary shall be responsible for preparing or supervising the preparation of Board minutes,
maintaining and authenticating corporate records, and performing such other duties as the Board assigns.
Section 6. Board Facilitator
The Board may designate the Secretary or another individual to serve as Board Facilitator. The Board Facilitator may:
(a) attend and facilitate Board meetings;
(b) assist with preparation and distribution of meeting materials;
(c) assist with director orientation and transition;
(d) maintain continuity and institutional knowledge as directors rotate; and
(e) perform other governance-support functions assigned by the Board.
A Board Facilitator, who is not a director, shall have no vote and shall not be counted indetermining quorum. The Board Facilitator shall not exercise powers reserved to the Board of Directors.
Section 7. Officer Serving as Director
Holding an officer or Board Facilitator position does not confer director status. An officer or Board Facilitator may separately be selected to serve as a director through the Corporation’s director-selection process. While also serving as a director, that individual shall have the same voting rights, fiduciary duties, and authority as every other director.
Section 8. Removal and Vacancies
The Board may remove an officer at any time, with for cause. A vacancy in an officer position shall be filled by the Board.
Section 9. Compensation
Officers shall not receive compensation for service in their capacities as officers. Officers may be reimbursed for reasonable expenses incurred on behalf of the Corporation. An officer may receive reasonable compensation for separate bona fide services provided to the Corporation if the arrangement is reviewed and approved under the Corporation’s conflict-of-interest procedures.
Section 1. Committees of the Board
The Board may establish one or more committees of the Board composed of one or more directors.
The creation of a Board committee and appointment of its members shall require approval by a majority of the directors then in office. The Board may delegate specified Board authority to a
committee, except that a Board committee shall not:
(a) fill vacancies on the Board;
(b) adopt, amend, or repeal these Bylaws; or
(c) exercise authority reserved to the full Board under the District of Columbia Nonprofit Corporation Act.
Section 2. Advisory Bodies
The Corporation may establish councils, assemblies, panels, working groups, advisory committees, or other advisory bodies whose participants need not be directors.
Advisory bodies may provide recommendations, input, artistic guidance, community participation, or other assistance to the Corporation but shall not exercise powers reserved to the Board of Directors.
Section 1. Fiscal Year
The fiscal year of the Corporation shall be established by resolution of the Board.
Section 2. Financial Oversight
The Board shall oversee the financial affairs and charitable assets of the Corporation. The Board shall approve the Corporation’s budget and may adopt financial controls, purchasing procedures, authorization limits, and other financial policies.
Section 3. Contracts and Expenditures
The Board may authorize officers, employees, agents, or other persons to enter into contracts, make expenditures, or otherwise act on behalf of the Corporation within the authority and limitations established by the Board.
Section 4. Depositories
Funds of the Corporation shall be deposited in financial institutions approved by the Board or selected in accordance with a Board-approved financial policy.
Section 1. Conflict-of-Interest Policy
The Corporation shall maintain a written Conflict of Interest Policy.
Section 2. Disclosure
A director or officer shall disclose any actual or potential financial or personal interest that could affect the individual’s judgment concerning a matter before the Corporation.
Section 3. Participation and Recusal
A director or officer with a conflict shall comply with the disclosure, participation, recusal, and approval procedures contained in the Corporation’s Conflict of Interest Policy.
The Corporation shall maintain permanent records of Board actions and minutes, appropriate accounting records, its Articles of Incorporation and amendments, these Bylaws and amendments, Board resolutions, and other corporate records required under District of Columbia law.
Records may be maintained in written or electronic form from which they can be reproduced in a readable format.
Section 1. Indemnification
The Corporation may indemnify directors and officers in accordance with the indemnification provisions of the District of Columbia Nonprofit Corporation Act. Nothing in these Bylaws shall require indemnification in circumstances in which indemnification is prohibited by District of Columbia law.
Section 2. Insurance
The Corporation may purchase and maintain directors’ and officers’ liability insurance or other insurance that the Board determines appropriate for protection of the Corporation and persons acting on its behalf.
Section 1. Amendments
These Bylaws may be amended, repealed, or replaced by the affirmative vote of at least two-thirds of the directors then in office. The proposed amendment shall be provided to each director at least seven days before the meeting at which the amendment will be considered; provided, however, that the seven-day notice requirement may be waived by the unanimous consent of all directors then in office. A Board committee shall not adopt, amend, or repeal these Bylaws.
Section 2. Amendments to Fundamental Governance Provisions
Notwithstanding Section 1, any amendment that would materially change the number or qualifications of directors, the method of selecting directors, the length or staggering of director terms, director eligibility following prior Board service, the voting rights of directors, the Corporation’s status as a nonmembership corporation, or the requirements of this Section 2, shall require the the affirmative vote of at least five directors.
Upon dissolution of the Corporation, after payment or provision for all lawful liabilities, the Corporation’s remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or to the federal government or a state or local government for a public purpose. No remaining assets shall be distributed to any private individual except in satisfaction of a lawful obligation.
Incubator is an artist-run, non-profit record label elevating unknown artists through collaborative opportunities
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