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| COLUMBIA FILM SOCIETY |
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| "Cinema is among the most relevant and multifaceted art forms of our time. Truly a window on our modern world, this medium helps us to gain insights into diverse cultures. In little more than a century, it has generated a vast output of works, encompassing a broad range of creative visions and irreplaceable historical documents. It is also among the most democratic of mediums, with such intrinsic popular interest that it has spawned a global industry. Yet, less than 2% of these works are presented in commercial theatres." |
The Columbia Film Society (CFS)was organized in January 1979 as a nonprofit corporation under the laws of South Carolina.
The Columbia Film Society is a community arts organization whose aim is to stimulate discussion and enhance appreciation of media arts in the community by presenting a wide variety of alternative films and sponsoring media arts events and educational programs. The Nickelodeon Theatre is home for the Society to showcase films and videos found outside the commercial cinemas in the area.
CFS operates out of the Nickelodeon Theatre, a 77 seat storefront theatre in downtown Columbia, screening over 100 films, 362 days each year. The organization hosts special screenings by both local and national independent filmmakers.The Nickelodeon serves as the Midlands venue for Southern Circuit, an annual tour of national filmmakers organized by the South Carolina Arts Commission, and the Indie Grits Film Festival.
There are currently two lifetime members of The Columbia Film Society. They are Dr. Lewis Burke and Dale Campbell.
The Columbia Film Society/Nickelodeon Theatre is led by a Board of Directors and meets the third Wednesday of every other month at 5:30 p.m. (November, January, March, May, July, September.) Board Meetings take place at 1501 Main Street, 5th floor, to provide barrier-free access, and are open to the public.
The Elected Board or Directors include:
Paul Denman (2008)
Mary Skinner Jones (2008)
Tracy Jones (2008)
Bob Mason (2008)
Robin Dial II (2009)
Earl Ellis (2009)
Dianne Johnson (2009)
Billy Way (2009)
Matt Kennell (2010)
Denise M. Mitchell (2010)
Todd Shaw (2010)
J. Sanders Tate (2010)
Appointed Directors have one year terms running from October 1 to September 30.
Appointed Directors are:
Education and Outreach - Lee Jane Kauffman
Film Advisory - Jame Lathren
Finance - David Whiteman
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AMENDED AND RESTATED BYLAWS OF THE COLUMBIA FILM SOCIETY,
a South Carolina nonprofit public benefit corporation
August 2, 2005
ARTICLE I
PURPOSE, OFFICES AND REGISTERED AGENT
Section 1.01 Purpose. The purpose of the Corporation shall be to show films for the enlightenment and education of its members and to sponsor other activities designed to preserve and perpetuate film as an art, and to do all things necessary or convenient, and not inconsistent with law, to further these goals. The purpose of the Corporation is exclusively religious, charitable, scientific, literary and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members (if any), trustees, directors, officers, or other private persons, except that the Corporation 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 above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, and the Corporation shall not otherwise attempt to influence legislation. The Corporation shall not participate in, or intervene in, political campaigns on behalf of any candidate for public office. The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future federal tax code.
Section 1.02 Principal Office. The Corporation shall maintain its Principal Office as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), in the City of Columbia, State of South Carolina or such other place as designed from time to time
by the Board of Directors for the principal executive offices of the Corporation (the “Principal Office”).
Section 1.03 Registered Office. The Corporation shall maintain a Registered Office as required by the Act at a location in the State of South Carolina designated by the Board of Directors from time to time (the “Registered Office”). In the absence of a contrary designation
by the Board of Directors, the Registered Office of the Corporation shall be located at its Principal Office.
Section 1.04 Other Offices. The Corporation may have such other offices within and without the State of South Carolina as the business of the Corporation may require from time to time. The authority to establish or close such other offices may be delegated by the Board of Directors to one or more of the Corporation’s Officers.
Section 1.05 Registered Agent. The Corporation shall maintain a Registered Agent as required by the Act who shall have a business office at the Corporation’s Registered Office. The Registered Agent shall be designated by the Board of Directors from time to time to serve at its
pleasure. In the absence of such designation the Registered Agent shall be the Corporation’s Secretary.
Section 1.06 Filings. In the absence of directions from the Board of Directors to the contrary, the Secretary of the Corporation shall cause the Corporation to maintain currently all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.
Section 1.07 Amended and Restated Bylaws. These Amended and Restated Bylaws (these “Bylaws”) amend and restate any and all bylaws (as amended)adopted by the Corporation on or before the date first set forth above.
ARTICLE II
MEMBERS
Section 2.01 Classes of Members. There shall be one class of members. Notwithstanding the foregoing, certain members may be designated by the Board of Directors from time to time as sponsors, patrons, benefactors, or such other titles as the Board of Directors deems appropriate. The Board of Directors may provide that members bearing such designations shall have certain perquisites, including without limitation preferential rights regarding ticket reservations and allocations and film selection; provided, however, that no member bearing any such designation shall have any preferred or different voting or other rights of members as members as provided in these Bylaws or in the Act. Notwithstanding anything contained herein to the contrary, to the extent a level of giving as established by the Board of Directors permits more than one person to enjoy the rights and privileges of membership in the Corporation, each person listed on the membership application (up to the limit established by the Board of Directors for such level of giving) shall be considered to be a separate member of the Corporation under these Bylaws and the Act.
Section 2.02 Criteria for Membership. Membership shall be open to any natural person who pays the dues described in Section 2.05 hereof.
Section 2.03 Procedures for Becoming a Member. A natural person shall be admitted as a member of the Corporation upon the delivery of a membership application, the form of
which to be approved by the Board of Directors, and the first year’s dues provided in Section 2.05 hereof.
Section 2.04 Consideration. The Corporation shall admit members for no consideration.
Section 2.05 Dues. The Board of Directors shall from time to time establish the amount of annual dues to be paid by the members.
Section 2.06 Transfers. No member may transfer a membership or any right arising therefrom.
Section 2.07 Annual and Regular Meetings. An annual meeting of the Corporation’s members shall be held once each calendar year for the purpose of electing Elected Directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held within the last two weeks of each September at the time and place designated by the President or the Board of Directors from time to time. Unless the Act, these Bylaws, or the Corporation’s Articles of Incorporation (“Articles”) require otherwise, notice of the annual meeting need not include a description of the purpose for which the meeting is called. Pursuant to Section 33-31-705(c)(2) of the Act as amended, notice of an annual or regular meeting at which the members may approve the following shall include a description of such matter: amending the Articles; amending the Bylaws; merging the Corporation; selling the corporation’s assets other than in the regular course of activities; dissolving the Corporation. Notice of such meeting shall be in accordance with Section 2.09 hereof. At each annual meeting of members, the President and Treasurer shall report on the activities and financial condition of the Corporation.
Section 2.08 Special Meetings. Special meetings of the Corporation’s members may be demanded and called for any one or more lawful purposes by the Corporation’s President, a majority of the Directors, or the holders of record of five (5) percent of the Corporation’s voting power entitled to vote at such meeting, provided such holders comply with such demand provisions set forth in the Act and these Bylaws. Upon the written, signed, and dated demand, which states the purpose of the meeting, being delivered in accordance with the foregoing to an officer of the Corporation personally or by registered or certified mail, the President or Secretary on or before the thirtieth (30) day after the date of such demand shall fix the date and time of the meeting and provide notice thereof to the members in accordance with Section 2.09 hereof. If the notice of the meeting is not given within thirty (30) days after the demand is made to the officer of the Corporation, a person signing the demand may set the time and place of the meeting and give notice thereof in accordance with Section 2.09 hereof. Special meetings of the members shall be held at a time and location designated by the person calling the meeting in the notice of the meeting; provided, however, that if the notice does not designate a time and
location, such meetings shall be held at the Corporation’s Principal Office at the hour of six o’clock in the evening on the date designated in the notice of the meeting. In the event that the President or Directors timely designate different times or locations, then the designations of the
Directors shall control; provided however, any notice changing the time or place of the meeting shall be effective only if timely received by the members in accordance with Section 2.09 hereof. A notice of a special meeting at which the removal of a director is to be considered must state that the purpose or one of purposes of the meeting is removal of a director.
Section 2.09 Notice of Meetings, Waiver of Notice. Oral or written notice of all meetings of members shall be given no fewer than ten (10) days, or if notice is mailed by other than first class or registered mailed, thirty (30) days, nor more than sixty (60) days before the meeting date by any method permitted under the Act, to all members of record entitled to vote at such meeting; provided however, the date upon which such shall be deemed effective shall be determined in accordance with Section 2.10 hereof. [NOTE: To determine whether a notice is timely given, the time period of Section 2.09 should be added to the time period of Section 2.10.] Such notice shall state the date, time, and place of the meeting and, if required by the Act or these Bylaws the purpose or purposes for which such meeting was called. Notice of a meeting of members need not be given to any member who signs a waiver of notice either before or after the meeting, and such waiver is delivered to the Corporation for inclusion in the corporate records. To be effective such waiver shall contain statements or recitals sufficient to identify beyond reasonable doubt the meeting to which it applies. Such statements or recitals in
such waiver of notice may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat. Statement or recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional statements or recitals creating a patent ambiguity as to its proper application. A member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
Section 2.10 Effective Date of Member Notices. An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner. Written notice, if in comprehensible form, is effective at the earliest of the following:
1. When received;
2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed with first class postage affixed;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.
Written notice is correctly addressed to a member if addressed to the member’s address shown in the Corporation’s current list of members. A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member’s address shown in the Corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the Corporation’s current list of members, if addressed or delivered to one of such members, at the address appearing on the Corporation’s current list of members.
Section 2.11 Members of Record. For the purpose of determining members entitled to vote at any meeting of members, or in connection with any other proper purpose requiring a determination of members, the Board of Directors shall by resolution fix a record date for such
determination. The record date set by the Board of Directors shall be not more than seventy (70) days, and not less than the last day for timely giving notice, before the meeting or action requiring a determination of members is to occur. If the Board of Directors fails to set a record
date, the members at the close of business on the business day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting and to vote thereat. The members of record appearing in the books of the Corporation at the close of business on the record date so fixed shall constitute the members in respect of the activity in question. A determination of members of record entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the Board of Directors fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the record date for determining members entitled to notice of the original meeting. After fixing a record date for notice of a meeting, the Corporation shall prepare an alphabetical list of names of all members who are entitled to notice of the meeting and shall list the members by classification of membership, if any. The list shall show the address and number of votes each member is entitled to vote at the meeting. The Corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting but not entitled to notice of the meeting. This list must be prepared on the same basis and be part of the list of members. Such list of members shall be available for inspection by any members for purposes of communication with other members concerning the meeting, beginning the day after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Corporation’s Principal Office. Subject to the limitations of Sections 33-31-720, 33-31-1602(c) and 33-31-1605 of the Act, as amended, a member, member’s agent, or member’s attorney shall be entitled on written demand, at the member’s expense, to inspect and copy the list at a reasonable time during the period it is available for inspection. The Corporation shall make the list of members available at the meeting, and any member, a member’s agent, or member’s attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Notwithstanding the foregoing, a member may inspect and copy the membership list only if (i) his demand is made in good faith and for a proper purpose, (ii) he describes with reasonable particularity his purpose, and (iii) the list is directly connected with his purpose.
Section 2.12 Quorum. Except as may otherwise be required by the Act or the Articles, at any meeting of members the presence in person of the holders of ten (10) percent of the outstanding votes entitled to be cast on the matter shall constitute a quorum on that matter. In the absence of a quorum, a meeting may be adjourned from time to time, in accordance with the provisions concerning adjournments contained elsewhere in these Bylaws. At such adjourned meeting a quorum of members may transact such business as might have been properly transacted at the original meeting.
Section 2.13 Transaction of Business. Business transacted at an annual meeting of members may include all such business as may properly come before the meeting; provided however, business which, as set forth in the Act or these Bylaws, requires notice of, or waiver of notice by, the members may only be transacted at an annual meeting of members if valid notice of such business is given to, or waived by, each Member in accordance with the Act or these Bylaws. Business transacted at a special meeting of members shall be limited to the purposes stated in the notice of the meeting.
Section 2.14 Voting. Except as may otherwise be required by the Act or the Articles, and subject to the provisions concerning members of record contained elsewhere in theses Bylaws, a member present at a meeting of members shall be entitled to one vote on each matter. In elections of Elected Directors, those candidates receiving the greater number of votes cast (although not necessarily a majority of votes cast) at the meeting shall be elected. Any other corporate action shall be authorized by a majority of the votes cast at the meeting unless otherwise provided by the Act, the Articles, or these Bylaws.
Section 2.15 Adjournments. A determination of members of record entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the Board of Directors fixes a new date for determining the right to notice or the right to vote, which
it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the record date for determining members entitled to notice of the original meeting.
Section 2.16 Action Without Meeting. Subject to Section 2.17, members may not take action without a meeting by written consent.
Section 2.17 Action By Written Ballot. Unless the Articles provide otherwise, any action that may be taken at any annual, regular, or special meeting of the members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. Such written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot pursuant to this section is valid only when the number of votes cast by ballot equals or exceeds the quorum to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve the matter other than election of Elected Directors; and specify the time by which a ballot must be received by the Corporation in order to be counted. A written ballot may not be revoked. In the case of an election of one or more Elected Directors by written ballot, the Board of Directors shall mail a notice to the members notifying them of the pending election by written ballot and specifying the deadline for nominations from the members, such deadline to be determined in the discretion of the Board of Directors in accordance with Section 3.05.
Section 2.18 No Proxies. At all meetings of members, a member may only vote in person; members may not vote by proxy.
Section 2.19 Action. Approval of actions by members shall be in accordance with the requirements of the Act, except to the extent otherwise provided by the Articles.
Section 2.20 Resignation of a Member. A member may resign at any time; provided however, the resignation of a member does not relieve the member from any obligations the member may have to the Corporation as a result of obligations incurred or commitments made before such resignation.
Section 2.21 Termination, Expulsion and Suspension of a Member. No member of the Corporation may be expelled or suspended, and no membership or memberships in the Corporation may be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith in accordance with the Act. A member who has been expelled or suspended shall remain liable to the Corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before such expulsion or suspension.
Section 2.22 Conduct of Meetings. The President shall preside at each meeting of members. In the absence of the President, the meeting shall be chaired by an officer of the Corporation designated by the Board of Directors. In the absence of all such designated officers, the meeting shall be chaired by an officer of the Corporation chosen by the vote of a majority of the members present in person at the meeting and entitled to vote thereat. The Secretary or in his or her absence an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof. The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of members as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, such presiding official for the meeting, as designated above, shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding official, are
necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to members of record of the Corporation and such other persons as such presiding official shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comment by participants, and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and to the extent, determined by the Board of Directors or such presiding official for the meeting, meetings of members shall not be required to be held in accordance with Robert’s Rules of Order or any other rules of parliamentary procedure. Unless otherwise determined by the Board of Directors or such presiding official for the meeting, the order of business at the annual meeting, and so far as practicable of all other meetings of members, shall be as follows:
1. Call to order
2. Proof of notice of the meeting
3. Determination of a quorum
4. Reading and disposal of unapproved minutes
5. Reports of Officers and committees, if applicable
6. Election of Elected Directors, if applicable
7. Unfinished business, if applicable
8. New business
9. Adjournment
ARTICLE III
DIRECTORS
Section 3.01 Authority. The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Corporation.
Section 3.02 Qualification. All Directors shall be natural persons who are members of the Corporation.
Section 3.03 Number. The number of Directors shall be fixed by the Board of Directors from time to time; provided, however, the number of Directors shall not be less than seven (7); and provided further, however, no reduction in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 3.04 Appointed Directors and Elected Directors: Classification and Tenure. If at any time the current chairman of any Advisory Group is not an Elected Director, the Elected Directors shall appoint a member of such Advisory Group to serve as an appointed Director (collectively the “Appointed Directors”) of the Corporation. The Elected Directors shall make such appointments by a majority vote of the Elected Directors then in office. The term of office of each Appointed Director shall expire on the September 30 following the effective date of his or her appointment. An Appointed Director shall hold office from the effective date of such Appointed Director's appointment and qualification until such Appointed Director's successor shall have been duly appointed and qualified, or until such Appointed Director's earlier removal, resignation from the Board of Directors or the Advisory Group, death, or incapacity. The Board of Directors may authorize such other resignations and appointments as may be determined by resolution of the Board of Directors. The remaining Directors (collectively the “Elected Directors”) shall be elected by the Members. An election of Elected Directors shall be held at each annual meeting of the Members. The Elected Directors are hereby divided into three (3) classes. Each class of Elected Directors will consist, as nearly equal as possible, of one-third of the number of Elected Directors then constituting the Board of Directors. At each annual election, the Elected Directors elected shall be chosen for a full term of three years to succeed those whose terms expire. Each Elected Director shall hold office from the date of such Elected Director's election and qualification until such Elected Director's successor shall have been duly elected and qualified, or until such Elected Director's earlier removal, resignation, death, or incapacity. In case of any increase in the number of Elected Directors, the additional directorships so created may be filled in the first instance in the same manner as a vacancy in the Board of Directors. An Elected Director may be elected for a maximum of three successive terms.
Section 3.05 Nominations for Elected Directors. Nominations for the election of Elected Directors may be made by the Board of Directors or by any member entitled to vote for the election of Elected Directors. Any member entitled to vote for the election of Elected Directors at a meeting may nominate members for election as Elected Directors only if written notice of such member’s nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation by the deadline for nominations established by the Board of Directors in its discretion; provided, however, that such deadline for nominations to be established by the Board of Directors shall be, (i) with respect to an election of Elected Directors to be held at an annual or special meeting of members, no earlier than 7 days after the effective date of notice to members for such meeting, and (ii) with respect to an election of Elected Directors to be held by written ballot in accordance with Section 2.17, no earlier than 7 days after the effective date of notice to members of such election by written ballot to be provided under Section 2.17. The effective date of all notices specified in the preceding sentence shall be determined in accordance with Section 2.10. Each such notice shall set forth: (a) the name and address of the nominating member and each nominee, (b) a representation that the nominating member and each nominee are members of the Corporation entitled to vote at such meeting, (c) such other information, if any, regarding each nominee as the nominating member desires to have communicated to the members of the Corporation regarding such nominee, such information to be communicated by the Board of Directors to the members either orally or in writing at the meeting or on the ballot, or in such other manner as determined by the Board of Directors in its sole discretion; provided, however, that the Board of Directors may limit, edit, truncate, or otherwise restrict the content of such information to be communicated to the members in any manner determined by the Board of Directors in its sole discretion, and (d) a representation that the nominating member has received the consent of each nominee to the nomination. The presiding officer of a members meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
Section 3.06 Resignation of Directors. A Director may resign at any time by delivering written notice to the Board of Directors, its presiding officer, the President, or the Secretary. A resignation is effective when the notice is effective unless the notice specifies a later date.
Section 3.07 Removal. Any Elected Director may be removed from office, with or without cause, by the members of the Corporation if the number of votes cast to remove the elected Director would be sufficient to elect the Elected Director at a meeting to elect Elected Directors. An Elected Director may be removed by the members only at a meeting called for the purpose of removing the Elected Director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the Elected Director. An Elected Director may be removed by a vote of two-thirds of the Directors then in office only if such Elected Director has missed three consecutive meetings of the Board of Directors, whether such meetings are regular, annual, or special. An Appointed Director may be removed as a Director with or without cause by the Elected Directors, as determined by a majority vote of the Elected Directors, by delivering written notice of the removal to the Appointed Director and either the presiding officer of the Board of Directors, the President or the Secretary.
Section 3.08 Vacancies. The Board of Directors may by majority vote of the Directors then in office, regardless of whether such Directors constitute a quorum, elect a new Elected Director to fill a vacancy of an Elected Director elected by the members; provided, however, that no person may be elected to fill a vacancy created by such person’s removal from office pursuant to these Bylaws. If a vacant office was held by an Appointed Director, only the Elected Directors may fill the vacancy in the manner provided in Section 3.04.
Section 3.09 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be called and held for the purpose of annual organization, changes in the established number of Directors, if any, appointment of Officers and committees, and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of members, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting of the Board of Directors shall be held at such time (at any time prior to and not more than thirty (30) days after the annual meeting of members) and place as may be specified in the notice of the meeting. The Board of Directors may by resolution provide for the holding of additional regular meetings without notice other than such resolution, such additional regular meetings to be scheduled at least quarterly; provided, however, the resolution shall fix the dates, times, and places (which may be anywhere within or without the State of the Corporation’s Principal Office) for these regular meetings. Except as otherwise provided by law, any business may be transacted at any annual or regular meeting of the Board of Directors.
Section 3.10 Special Meetings: Notice of Special Meeting. Special meetings of the Board of Directors may be called for any lawful purpose or purposes by the President, the presiding officer of the Board of Directors, or at least twenty percent (20%) of the Directors then in office. The person calling a special meeting shall give, or cause to be given, to each Director at his business address, notice of the date, time and place of the meeting by any means of communication acceptable under the Act not less than two (2) days prior thereto. An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner. Written notice, if in comprehensible form, is effective at the earliest of the following:
1. When received;
2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed with first class postage affixed;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.
Written notice is correctly addressed to a Director if addressed to the Director’s business address shown in the Corporation’s current records. If notice is given by telecopier facsimile transmission, the notice shall be deemed delivered when the facsimile of the notice is transmitted to a telecopier facsimile receipt number designated by the receiving Director, if any, so long as such Director transmits to the sender an acknowledgment of receipt. The notice of a special meeting shall describe the purpose of such special meeting. Any time or place fixed for a special meeting must permit participation in the meeting by means of telecommunications as authorized below.
Section 3.11 Waiver of Notice of Meetings. Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting. To be effective the waiver shall contain recitals sufficient to identify beyond reasonable doubt the meeting to which it applies. The recitals may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat. Recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional recitals creating a patent ambiguity as to its proper application. The attendance of a Director at a Director’s meeting shall constitute a waiver of notice of that meeting, except where the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Act, these Bylaws, or the Articles, objects to lack of notice and does not thereafter vote or assent to the objected action.
Section 3.12 Participation by Telecommunications. Any Director may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.
Section 3.13 Quorum. A majority of the Directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 3.14 Action. The Board of Directors shall seek to take action by consensus pursuant to resolutions adopted by all of the Directors participating in a meeting at which a quorum is present. If consensus cannot be achieved, the Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of two-thirds of the Directors participating in a meeting at which a quorum is present, or the affirmative vote of a lesser number of Directors where specifically permitted by these Bylaws, or the affirmative vote of a greater number of Directors where required by the Articles, these Bylaws, the Act, or otherwise by law. Directors may not vote by proxy.
Section 3.15 Action Without Meeting. To the fullest extent permitted by the Act, the Board of Directors may take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act. Decisions (except for changes in these bylaws) may be made using e-mail, provided that the President sends out a clear statement and justification of the action to be taken and either (1) every member of the Board responds in agreement or (2) a week passes with no negative votes cast.
Section 3.16 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) such Director objects at the beginning of
the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting, (ii) the Director votes against the action and the vote is entered in the minutes of the meeting, (iii) the Director’s dissent or abstention for the action taken is entered in the minutes of the meeting, or (iv) the Director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.
Section 3.17 Committees. The Board of Directors may from time to time by resolution, adopted in accordance with the Act, designate and delegate authority to one or more committees. Any such committee may be designated as a standing committee appointed annually or as a special committee for specific circumstances or transactions with a limited duration. Each committee shall be composed of two or more Directors, who shall serve at the pleasure of the Board of Directors. Only members of the Board of Directors shall serve as members of such committees. The duties, constitution, and procedures of any committee shall be prescribed by the Board of Directors. The Board of Directors shall designate one member of each committee as its chairman. A committee may not authorize distributions; approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all the Corporation’s assets; elect, appoint, or remove Directors or fill vacancies on the board or on any committee; or adopt, repeal, or amend the Articles or these Bylaws.
Section 3.18 Executive Committee. The Board of Directors shall have an Executive Committee. The Executive Committee shall be a committee of the board of directors of the Corporation as contemplated by Section 33-31-825 of the Act. To the fullest extent permitted by the Act, the Executive Committee may exercise the full authority of the Board of Directors under these Bylaws and Section 33-31-801 of the Act; provided, however, the Executive Committee may not authorize distributions; approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all the Corporation’s assets; elect, appoint, or remove Directors or fill vacancies on the Board or on any committee; or adopt, repeal, or amend the Articles or these Bylaws. Initially, the Executive Committee shall consist of the Officers of the Corporation; provided, however, the number of Directors may be increased or decreased and the composition of the Executive Committee may be changed from time to time by the Board of Directors. All members of the Executive Committee shall be required to be Directors.
Section 3.19 Committee Meetings. A majority of each committee’s voting members shall constitute a quorum for the transaction of business by the committee, and each committee shall take action pursuant to resolutions adopted by a two-thirds of the committee’s voting members participating in a meeting at which a quorum of the committee is present. Each committee may also take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act for Director action. Unless otherwise permitted by the Act for Director action, such written consent must be signed by all of the committee’s voting members. Special meetings of any committee may be called at any time by any Director who is a member of the committee or by any person entitled to call a special meeting of the full Board of Directors. Except as otherwise provided in this section, the provisions of this Article, which govern meetings, attendance, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors, shall apply to committees of the Board of Directors.
Section 3.20 Advisory Groups. The Board of Directors may from time to time by resolution create and/or disband special advisory groups (collectively “Advisory Groups”) for the purposes specified by the Board of Directors. Advisory Groups may be composed of Directors and/or such other persons as may be appointed by the Board of Directors, all of whom shall serve at the pleasure of the Board of Directors. The duties, constitution, and procedures of any Advisory Group shall be prescribed by the Board of Directors. The Board of Directors shall designate one member of each Advisory Group as its chairman. Currently, the Corporation has the following Advisory Groups: Relocation, Facilities, Finance, Education and Outreach, Marketing, Film Selection. Except for Appointed Directors as provided in these Bylaws, Advisory Group members shall not in their capacity as Advisory Group members be considered Directors or Officers of the Corporation for any purposes and shall incur no liability as Directors or Officers for serving in their capacity as Advisory Group members, but shall in their capacity as Advisory Group members be eligible for indemnification under Article VI of these Bylaws.
Section 3.21 Other Working Groups. In addition to Advisory Groups, the Board of Directors may from time to time by resolution create and/or disband other miscellaneous working groups or committees (collectively “Working Groups”) for the purposes specified by the Board of Directors. Working Groups may be composed of Directors and/or such other persons as may be appointed by the Board of Directors, all of whom shall serve at the pleasure of the Board of Directors. The duties, constitution, and procedures of any Working Group shall be prescribed by the Board of Directors. The Board of Directors shall designate one member of each Working Group as its chairman. Working Group members shall not in their capacity as Working Group members be considered Directors or Officers of the Corporation for any purposes and shall incur no liability as Directors or Officers for serving in their capacity as
Working Group members, but shall in their capacity as Working Group members be eligible for indemnification under Article VI of these Bylaws.
Section 3.22 Compensation. Directors shall not receive compensation for serving as a member of the Corporation’s Board of Directors; provided, however, that Directors shall be entitled to reimbursement of expenses incurred in connection with their attendance at meetings to the extent approved by the Board of Directors.
Section 3.23 Order of Business. Unless otherwise determined by the President, the order of business at the annual meeting, and so far as practicable at all other meetings of the Board of Directors, shall be as follows:
1. Determination of a quorum
2. Reading and disposal of all unapproved minutes
3. Reports of Officers and committees, if applicable
4. Change in established number of Directors, if applicable
5. Appointment of Officers and committees, if applicable
6. Unfinished business, if applicable
7. New business
8. Adjournment
Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, or unless required by a specific rule to the contrary in these Bylaws, the Articles, or the Act, meetings of the Board of Directors shall not be required to be held in accordance with Robert’s Rules of Order or other rules of parliamentary procedure.
ARTICLE IV
OFFICERS
Section 4.01 In General. The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, and may also include one or more assistant secretaries, assistant treasurers and other officers and agents as the Board of Directors deems advisable from time to time. All Officers must be members of the Board of Directors. All Officers shall be appointed by the Board of Directors to serve at the pleasure of the Board. Except as may otherwise be provided by Act or in the Articles, any Officer may be removed by the Board of Directors at any time, with or without cause. Any vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired term. No person may hold more than one office. Each Officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time.
Section 4.02 President. The President shall be the chief executive officer of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation. The President shall whenever possible preside at all meetings of
the members and all meetings of the Board of Directors. The President shall see that the resolutions of the Board of Directors and authorized committees thereof are put into effect. Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Directors or an authorized committee thereof, the President shall have full authority to execute on the Corporation’s behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other documents. The President shall also perform such other duties and may exercise such other powers as are incident to the office of president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, or an authorized committee thereof.
Section 4.03 Vice President. Except as otherwise determined by the Board of Directors, the Vice President shall serve under the direction of the President. Except as otherwise provided herein, the Vice President shall perform such duties and may exercise such powers as are incident to the office of vice president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. In the absence, incapacity, or inability or refusal of the President to act, the Vice President shall assume the authority and perform the duties of the President.
Section 4.04 Secretary. Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President. The Secretary shall whenever possible attend all meetings of the members and the Board of Directors, and whenever the Secretary cannot attend such meetings, such duty shall be delegated by the presiding officer for such meeting to a duly authorized assistant secretary. The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the members or the Board of Directors (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose. The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings. Unless otherwise required by law, the affixing of the Corporation’s seal, if any, shall not be required to bind the Corporation under any documents duly executed by the Corporation and the use of the seal, if any, shall be precatory in the discretion of the Corporation’s duly authorized signing officers. The Secretary shall properly keep and file, or cause to be properly kept and filed under the Secretary’s supervision, all books, reports, statements, notices, waivers, tabulations, minutes, certificates, documents, records, lists, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be. The Secretary may when requested, and shall when required, authenticate any records of the Corporation. Except to the extent otherwise required by the Act, the Secretary may maintain, or cause to be maintained, such items within or without the State of South Carolina at any reasonable place. In the event the Board of Directors designates and engages a transfer agent, as permitted by these Bylaws, such duties of keeping such member records and the like accepted by such transfer agent shall be deemed delegated from the Secretary to such transfer agent, but such transfer agent shall be subject to supervision of the Secretary. The Secretary shall perform such other duties and may exercise such other powers as are incident to the office of secretary and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.
Section 4.05 Treasurer. Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President. The Treasurer shall, under the direction of the President, keep safe custody of the Corporation’s funds and securities, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds, or cause the same to be done under the Treasurer’s supervision. The Treasurer shall upon request
report to the Board of Directors or members on the financial condition of the Corporation. The Treasurer may be required by the Board of Directors at any time and from time to time to give such bond as the Board may determine. The Treasurer shall perform such other duties and may exercise such other powers as are incident to the office of treasurer and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.
Section 4.06 Assistant Officers. Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Assistant Secretaries and Assistant Treasurers, if any, shall serve under the immediate direction of the Secretary and the Treasurer, respectively, and under the ultimate direction of the President. The Assistant Officers shall assume the authority and perform the duties of their respective immediate superior officer as may be necessary at the direction of such immediately superior officer, or in the absence, incapacity, inability, or refusal of such immediate superior officer to act. The seniority of Assistant Officers shall be determined from their dates of appointment unless the Board of Directors shall otherwise specify.
Section 4.07 Compensation. Officers shall not receive compensation for serving as Officers of the Corporation.
ARTICLE V
STAFF AND ADMINISTRATIVE PROCEDURES
Section 5.01 Executive Director and Staff. The Board of Directors shall employ an Executive Director to manage the Corporation’s operations, finances, and activities. Except as may be limited or restricted by the Board of Directors from time to time, the general duties of the Executive Director shall include the interview and hiring (at any time with respect to a vacant staff position, or upon receiving notice from an Officer of the Corporation that the Board of Directors has authorized the creation of a staff position as provided below), supervision, and termination of other employees; coordination of Corporation communications and external relations; and logistical support for the Board of Directors. The Executive Director shall report to the Board of Directors. The Board of Directors in its discretion may authorize the employment of other staff and employees for the Corporation, who shall report to the Executive Director unless otherwise specified by the Board of Directors. The Board of Directors may from time to time adopt by resolution policies consistent with these Bylaws further describing the duties of such staff and other employees, including without limitation the Executive Director.
Section 5.02 Administrative Procedures. The Board of Directors shall have authority to establish general policy for the Corporation consistent with the Articles of Incorporation and Bylaws, including the delegation of authority to the Executive Director to determine appropriate administrative procedures.
ARTICLE VI
INDEMNIFICATION
Section 6.01 Scope. The Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act. This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation, and may be modified or terminated by the Board of Directors only prospectively. Such right of indemnificationn shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of members, insurance, provision of law, or otherwise, as well as their rights under this Article V.
Section 6.02 Indemnification Plan. The Board of Directors may from time to time adopt an Indemnification Plan implementing the rights granted in Section 6.01. This Indemnification Plan shall set forth in detail the mechanics of how the indemnification rights granted in Section 6.01 shall be exercised; provided, however, that the Indemnification Plan shall include that the Directors shall not be indemnified until twenty (20) says after effective written notice is given to the South Carolina Attorney General, as set forth in Section 33-31-855(d)of the Act.
Section 6.03 Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
ARTICLE VII
TRANSACTIONS
Section 7.01 Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific
instances.
Section 7.02 Loans. The Board of Directors may authorize any Officer or Officers, or agent or agents, to contract any indebtedness and grant evidence of indebtedness and collateral therefor in the name of an on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.03 Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
Section 7.04 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 7.05 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE VIII
RECORDS
Section 8.01 Forms of Records. When consistent with good business practices, any records of the Corporation may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.
Section 8.02 Corporate Records. The Corporation shall keep as permanent written records a copy of the minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Directors without a meeting, and a record of all actions taken by committees of the Board of Directors. The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain a record of the name and address,in alphabetical order, of each member. The Corporation shall keep a copy of the following records at its Principal Office:
1. its articles or restated articles of incorporation and all amendments thereto currently in effect;
2. its bylaws or restated bylaws and all amendments thereto currently in effect;
3. resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of the members or any class or category of members;
4. the minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
5. all written communications to members generally within the past three (3) years, including financial statements furnished for the past three (3) years;
6. a list of the names and business or home address of its current Directors and Officers; and
7. the Corporation’s most recent report of each type required to be filed by the Corporation with the South Carolina Secretary of State.
Section 8.03 Inspection Rights. The members shall have only such rights to inspect records of this Corporation to the extent, and according to the procedures and limitations, prescribed by the Act.
Section 8.04 Financial Statements. A corporation upon written demand from a member shall furnish to the demanding party the Corporation’s latest annual financial statements, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries or affiliates. Such statements shall include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements also must be prepared on that basis. If the annual financial statements are reported upon by a public accountant, the accountant’s statement must accompany them. If not, the statements must be accompanied by the statement of the President or person responsible for thte Corporation's financial accounting records (1) stating whether or not to the President or such person’s reasonable belief the financial statements were prepared on the basis of generally accepted accounting principles, and if not, describing the basis of preparation, and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Fiscal Year. The fiscal year of the Corporation shall be established, and may be altered, by resolution of the Board of Directors from time to time as the Board deems advisable.
Section 9.02 Amendments. Subject to the Act and the Articles, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a vote of the Board of Directors, subject to the following: (a) the right of the members to alter, adopt, amend, or repeal Bylaws as provided in the Act; and (b) action of the members in adopting, amending, or repealing a particular Bylaw wherein the Board of Directors is expressly prohibited by such member action from amending or repealing the particular Bylaw acted upon by the members. The members may amend or repeal any or all of these Bylaws even though these Bylaws may also be amended or repealed by the Board of Directors. Any notice of a meeting of members at which Bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of Bylaws and contain or be accompanied by a copy or summary of the proposal. Such notice shall be effective in accordance with Section 2.10 hereof.
Section 9.03 Dissolution. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 9.04 Severability. If any provision of these Bylaws or the application thereof to any person or circumstances shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent
permitted by law as determined by such court, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with and enforced to the greatest extent permitted by law.
Section 9.05 Usage. In construing these Bylaws, feminine or neuter pronouns shall be substituted for masculine forms and vice versa, and plural terms shall be substituted for singular forms and vice versa, in any place in which the context so requires. The section and paragraph headings contained in these Bylaws are for reference purposes only and shall not affect in any way the meaning or iinterpretation of these Bylaws. Terms such as "hereof", "hereunder", "hereto", "and words of similar import shall refer to these Bylaws in the entirety and all
references to “Articles”, “Paragraphs”, “Sections”, and similar cross references shall refer to specified portions of these Bylaws, unless the context clearly requires otherwise. Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act. All references to statutory provisions shall be deemed to include corresponding sections of succeeding law.
Section 9.06 Conflict Between Bylaws, Articles and the Act. The Articles and the Act (as either may be amended from time to time) are incorporated herein by reference. Any conflict between the terms of these Bylaws, the Articles, or the Act shall be resolved in the following order: (1) the Act; (2) the Articles; and (3) these Bylaws.
These Amended and Restated Bylaws modify, replace in the entirety and repeal all prior bylaw provisions; provided, however, that no action taken by the Corporation prior to the date hereof pursuant to any such prior bylaw provision shall be affected by the adoption hereof or repeal thereof. There shall be no interruption in the establishment or governance of the Corporation as a result of the adoption hereof. The foregoing are certified to be the true and complete Bylaws of the Corporation as adopted by the Board of Directors as of August 2, 2005.
Urica L. Pope
Secretary
The Columbia Film Society/Nickelodeon is a 501(c)(3) nonprofit organization; contributions are tax-deductible to the extent allowed by law. The organization and its programs are supported in part through grants and contributions from the South Carolina Arts Commission, Cultural Council of Richland and Lexington Counties, City of Columbia, Foundations, Corporate Sponsors, and Supporting Members |
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