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BYLAWS

OF

WINGS AWARDS ASSOCIATION, INC.
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Article I NAME AND OBJECTIVE

The name of this organization shall be the Wings Awards Association, hereinafter referred to as Wings. The duration of Wings shall be unlimited. The purpose of Wings is stated in Article III of the Wings Articles of Association.



Article II ORGANIZATION


Wings shall be composed of a minimum of five (5) Participating Organizations. Participating Organizations are invited to join Wings by the Wings Board of Directors, and each Participating Organization is allowed to nominate two (2) representatives to serve as Wings Board Members. All Participating Organizations shall be groups that stage performing arts productions in the Huntsville, Alabama area, plus such other Invited Organizations as may be included by the Wings Board of Directors. All Participating Organizations shall have been a member of The Arts Council, Inc., for at least one (1) year before being eligible for Wings membership. One representative shall be the individual performing as the Judges’ Liaison for their respective Participating Organization. All Participating Organizations shall be groups that stage performing arts productions in the Huntsville, Alabama area, plus such other Invited Organizations as may be included by the Wings Board of Directors.

ARTICLE III
Board of Directors

    . All corporate powers of Wings shall be exercised by or under the authority of, and the business and affairs of Wings shall be managed under the direction of, a Board of Directors (the “Board”). All of the powers and duties conferred or imposed upon a board of directors by Sections 10-3A-1, et seq., Code of Alabama (1975) as amended, shall be exercised and performed by the Board. The Board’s membership shall be composed of individuals representing the Wings Participating and Invited Organizations, plus such At Large Board Members as may be elected by the Board. Each Participating and Invited Organization shall nominate two (2) individuals to serve as Wings Board Members, one of whom must be the organization's Organizational Liaison. The total number of Board Members shall be not less than ten (10) and not more than thirty (30). All Board Members shall be elected by resolution of the Board.

      . No elected Board Member shall serve in such capacity for more than six (6) successive years. Any Board Member having served six successive years may only be considered for re-election after having spent one year off the Board.
        . The Board may periodically elect such At Large Board Members as it sees fit within the guidelines concerning the maximum number of Board Members allowable. At Large Board Members will have the same rights and duties as other Board Members.
          . Wings Board Members must be 21 years of age or older. Membership on the Board obligates each elected Board Member to display a continuing interest in Wings and to exercise the skills needed to guide the affairs of Wings.
            . Any Board Member may resign at any time upon written notice to Wings addressed to it at its principal office or to its President or Secretary. A copy of such resignation should be delivered to the Participating or Invited Organization that the resigning Board Member represents. Any resignation shall become effective at the time or upon the happening of the condition, if any, specified therein, or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
              . Any Board Member may be removed from office with or without cause by the vote of two-thirds of the Board Members then in office.
                . Vacancies occurring in the event of incapacity, death, resignation, or removal of a Board Member shall be filled by the Participating Organization represented by the vacating Board Member. Vacancies occurring due to the incapacity, death, resignation, or removal of an At Large Board Member may or may not be filled at the Board’s discretion. The Board will act at its earliest convenience to confirm/elect the newly appointed Board Member.
                  . The Annual Meeting of the Board shall be held in February and at a time and place as shall be determined by resolution of the Board; provided, however, that the Board may by resolution specify a different month for its Annual Meeting. Chairpersons of the various committees shall be encouraged to present written reports at this Annual Meeting.
                    . Regular meetings of the Board shall be held at such times and places as the Board may determine. Proxy voting is allowed at any Regular Meeting of the Board of Directors. Proxies may be written, faxed, or scanned, and must be signed. Voting by written, signed proxy shall be permitted at any meeting of the Board of Directors.
                      . Special Meetings of the Board may be called by either (a) the President of the Board or (b) at least three (3) Board Members then in office. Business transacted at a Special Meeting shall be limited to the purpose or purposes stated in the notice of meeting. Proxy voting is allowed at any Special Meeting of the Board of Directors. Proxies may be written, faxed, or scanned, and must be signed.
                        . Notice of the time, day, and place of all meetings of the Board shall be given to all Board Members in person, by telephone, mail, e-mail, or facsimile, by or at the direction of the President of the Board or the persons who called the meeting. For Special Meetings, the notice of meeting shall further specify the purpose or purposes for which the meeting is being called. If the notice is sent by mail, it must be deposited in the United States first class mail or with a private mail carrier for overnight delivery, postage prepaid and addressed to the Board Member at his address as it appears on the records of Wings, at least five days before the day of the meeting. If the notice is sent by any other method or is delivered in person, the notice must be sent or delivered at least forty-eight hours before the meeting. A waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of notice.
                          . One third of the total number of Board Members then in office shall constitute a quorum at any meeting of the Board for the transaction of business. The act of a majority of the Board Members present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by law or by the Wings Articles of Association or by these Bylaws. Board Members may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating at the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
                            in Lieu of Meeting. Discussion and voting by email in lieu of meeting/s is allowed.
                              . In addition to the specific, designated powers and authority expressly conferred upon the Board by these Bylaws, the Board may exercise any and all other powers granted by law to similar organizations.
                                . Except as may otherwise be provided by applicable law, these Bylaws, or the Articles of Association, no contract or other transaction between Wings and one or more of its Board Members or any other corporation, firm, association, or entity in which one or more of its Board Members are financially interested, shall be either void or voidable because of such relationship or interest or because such Board Member or Members are present at the meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or transaction, if the contract or transaction is fair and reasonable to Wings and if the fact of such relationship or interest is disclosed to the Board or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Board Members or considering such interested Board Members as present for purposes of constituting a quorum. Such transactions shall also satisfy the requirements to meet the rebuttable presumption of reasonableness under Section 4958 of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any subsequent federal tax law, and the regulations there under.
                                  . Board Members shall not receive compensation for their services in such office; provided, however, that the Board may provide for the reimbursement of reasonable expenses.

                                  ARTICLE IV
                                  OFFICERS AND KEY PERSONNEL

                                  Section 1. The officers of Wings shall be: President, First Vice President, Second Vice President, Secretary, and Treasurer. Specific job descriptions are listed in the Policies and Procedures. Officers shall be elected for a term of one year, corresponding to the fiscal year of the organization. Except for the President and Vice Presidents, other officers may serve for up to six (6) consecutive terms. The President and Vice Presidents can be re-elected to a second one-year term, after which he/she must step down and not be eligible to serve in that position for one year.
                                  Section 2. Only elected members of the Board of Directors may serve as officers. Removal of a member from the Board of Directors shall also remove that person as an officer.
                                  Section 3. Officers shall be elected by the Board of Directors at the Annual Meeting, following guidelines outlined in the Policies and Procedures. Newly elected officers will assume duties at the end of the Annual Meeting.
                                  Section 4. An officer may be removed from office by action of the Board of Directors whenever, in its judgment, the best interest of Wings would be served. However, such removal from office will not operate to remove that person from the Board of Directors. Any unexpired term of an officer shall be filled by the remaining members of the Executive Board.


                                  ARTICLE V
                                  EXECUTIVE BOARD

                                  Section 1. The Executive Board shall be composed of the five (5) elected officers of the Board of Directors: the President, First Vice President, Second Vice President, Secretary and Treasurer.
                                  Section 2. The Executive Board shall have discretionary power to act upon any business not specifically reserved to action by the Board of Directors.
                                  Section 3. A quorum for Executive Board actions shall consist of three (3) members.
                                  Section 4. Signed, proxy voting shall be permitted at Executive Board Meetings; email discussion and voting in lieu of meetings by the Executive Board is also permitted.


                                  ARTICLE VI
                                  COMMITTEES

                                  Section 1. The Board of Directors shall establish Standing Committees to perform the functions of the organization. The duties and responsibilities of the Standing Committees shall be detailed in the Policies and Procedures.
                                  Section 2. The President shall establish ad hoc committees to perform special functions for the organization. Ad hoc committees shall be automatically disbanded upon completion of the task for which they were created.
                                  Section 3.
                                  To the extent authorized to do so in an enabling resolution, committees may exercise the power of the Board, except that no committee shall have the power to do any of the following:


                                        ARTICLE VII Conflicts of Interest



                                        It is the policy of Wings that all persons who exercise substantial influence over the affairs, judging, and regular communications with the judges of Wings should be as free as possible from the influence of conflicting interests (monetary or otherwise) when they act on behalf of Wings. All such persons should act at all times with the utmost discretion and solely in the best interests of Wings, without regard to personal considerations or to the advancement of the interests of a Member Organization(s) at the expense of another Member Organization(s). Details governing the operation of this Article are specified in the Policies and Procedures.



                                        ARTICLE VIII
                                        MISCELLANEOUS

                                        Section 1. The fiscal year of Wings shall be from February 1 through January 31.

                                        Section 2. A review of the financial books of Wings shall be performed annually by a four-member panel consisting of: 1) either the outgoing Wings Treasurer or the Treasurer of a Member Organization; and the new or current Wings Treasurer; and two (2) Wings Board Members.
                                        Section 3. An accountant who is not affiliated with Wings shall perform a financial review or audit of the financial books at least once every five (5) years.
                                         Section 4. Policies and Procedures shall be established to provide guidance to Wings for day-to-day management. The Board of Directors may change these Policies and Procedures to reflect the changing conditions of the organization.
                                         Section 5. These Bylaws may be amended, repealed, or altered in whole or in part by the affirmative vote of two-thirds of the total members of the Board then in office at any meeting that is duly convened after adequate notice of such purpose. “Adequate notice,” for purposes of this Article, shall be deemed to be at least two weeks, and accomplished in such a manner as to insure each Board member has received such timely notice. It is incumbent upon the Secretary to provide proof of adequate, timely notice.

                                        ARTICLE IX NON-DISCRIMINATORY POLICY

                                        Wings shall not discriminate on the basis of race, color, or national or ethnic origin, national or ethnic origin, gender, disability, or sexual preference.