Status of the Corporation

Status of the Corporation

Song of Songs Music Ministry, USA

  S.A. Culture & Performance Exchange Association (DBA)

Chapter 1: General

The Song of Songs Music Ministry of U.S.A. (DBA: S. A. Cultural & Performance Exchange Association, hereinafter referred to as "SACPE") was initially established as the Chinese Artists Association in October 1992 in New York City, U.S.A. In 2003, the organization relocated its headquarters from New York to Salt Lake City, setting up offices in proximity to Brigham Young University and NY. The corporation is legally registered in Utah as a non-profit organization in 2005. Its DBA name was notarized by the State of Utah and the U.S. State Department, and recognized by the Chinese Embassy in Washington, D.C. in 2014.

The organization consists of music artists, educators, entrepreneurs, lawyers, and other qualified individuals interested in American and Chinese cultural exchange to improve U.S.-China relations. They advise and collaborate to ensure the success of its programs. To comply with the regulations of 501(c)(3) and to improve and establish association policies for the healthy and orderly development of the organization, on December 23, 2016, the board meetings approved the following institutional statutes.

Article 1: Name of the Enterprise

- Formal Name: Song of Songs Music Ministry of USA

- Doing Business As: S. A. Cultural & Performance Exchange Association

- (S.A. signifies Sino-American)

Article 2: Mission Statement and Purposes

Our organization, founded on spiritual and humanitarian principles, is committed to nurturing cultural exchange and dialogue between the United States and China. Guided by our faith, we are dedicated to enhancing mutual understanding, dispelling biases and misconceptions, and fostering positive bilateral relations. We believe that by honoring the diverse tapestry of cultures and arts, we can forge bridges of communication, inclusivity, respect, and spiritual enlightenment.

Our mission includes the following key objectives:

1. Promote Cultural Exchange: Organize and facilitate international cultural and artistic events celebrating the rich heritage of both nations, encouraging dialogue and spiritual collaboration.

2. Educate and Empower: Implement educational programs infused with our religious and charitable ethos, aiming to cultivate peace and cooperation among the younger generation.

3. Encourage Inclusivity: Strengthen community bonds through folk cultural celebrations reflecting our commitment to diversity and the spiritual value of different perspectives.

4. Support International Aid: As a 501(c)(3) religious and charitable institution, engage in international assistance efforts extending our faith-based humanitarian and spiritual mission.

5. Advocate for Peace: Work towards reducing prejudices and stereotypes through grassroots initiatives promoting peace, understanding, and spiritual growth.

6. Collaborate for Impact: Partner with like-minded organizations, educational institutions, and community leaders to amplify our faith-inspired efforts and create a lasting positive impact.

Chapter 2: Membership

Article 3: Membership Criteria

Applicants for membership with SACPE must meet the following criteria, which will be acknowledged and reviewed by the board of directors to determine an applicant’s merit:

1. Applicants must have one or more years of experience in music, dance, arts education, or cultural studies and a demonstrated enthusiasm for Chinese culture, performing arts, education, and U.S.-China relations. They must be committed to our mission and actively participate in our activities and initiatives.

2. Applicants must provide two letters of recommendation from accredited institutions or individuals.

3. Our membership is open to anyone aligned with our goals and willing to contribute to our cause. We value the diversity of our members, as they bring a wide range of perspectives, experiences, and skills that enrich our organization and enhance our impact. (A family member or acquaintance is not considered an official referral)

Article 4: Membership Admission Process

1. Applicants must complete the membership application form in English and Chinese, either by e-mail or mail, and attach the following with their resume/personal bio:

  - A recent photograph.

  - A copy of their residential ID.

  - A resume or personal bio detailing relevant experience.

  - Two recommendations.

  For company or institutional membership, please attach photos of the office.

2. The China Representative Office will review applications submitted in China and make recommendations to the United States SACPE offices.

3. The United States SACPE will review the recommended applications and notify applicants of the final decision.

4. Successful applicants will receive a membership certificate from the United States headquarters of SACPE.

Article 5: Membership Rights and Benefits

Members will have access to SACPE’s project information and resources, participate in and receive training for international cultural education and humanitarian exchange projects, and attend annual meetings. They will assist in suggesting and supervising the management, contributing ideas to help further grow SACPE. Members will also enjoy member pricing for SACPE’s workshops and conferences in the United States. Members with relatives studying in the U.S. will be eligible for scholarships to top-tier universities contracted with by SACPE. They have the right to request SACPE’s assistance with their projects and to report any members who may be violating SACPE rules and regulations.

Article 6: Members’ Obligations

Members must execute the contract agreement, safeguard the legitimate rights and interests of the association, and refrain from actions detrimental to the association. If a member wishes to use SACPE’s name to promote a personal project, they must submit a written request or letter of intent for approval. Failure to comply may result in immediate membership dismissal and potential legal action. There is no membership fee required. Members are expected to participate in the Annual General SACPE meeting.

Article 7: Withdrawal and Cancellation of Membership

1. Members have 30 days to cancel their membership in writing. The membership certificate should be returned to the local office within this timeframe. Members will receive a full refund of any membership fees paid.

2. If any member fails to pay the membership fee, a grace period of 7 days will be allowed before membership is forfeited.

3. SACPE will issue warnings to members who violate regulations and rules. Repeated violations may lead to immediate dismissal following board of directors' approval.

4. Participation in illegal activities is grounds for immediate membership dismissal.

Chapter 3: Organizational Structure and Functions

Article 8, Structure

Our organizational structure is designed to facilitate effective governance and decision-making, emphasizing transparency, accountability, and active stakeholder involvement. This framework ensures our operations align with our mission and serve the best interests of the organization.

1. Board of Directors:

  Our organization is governed by a Board of Directors responsible for setting strategic directions, ensuring compliance with legal and ethical standards, and upholding the organization's core values.

2. Executive Committee:

  The Executive Committee, a subset of the Board of Directors, includes the Chairperson, President, Vice Presidents, Treasurer, and Secretary. This committee oversees day-to-day operations and policy execution.

3. Advisory and Accountability Committee:

  This committee consists of field advisors and sponsors who provide professional guidance and supervise the decision-making process to ensure transparency and accountability.

4. Administrative Bodies:

  Our administrative structure includes several departments, each led by a department head reporting to the Executive Committee. These departments are:

  - Department of Cultural Exchange

  - Department of Gospel Music

  - Department of Educational Program Development

  - Department of Media and Publicity

  - Department of Utah International Youth Piano Competition

  - Finance Department

Article 9: The Executive Board of Directors

Authority and Governance:

The Executive Board of Directors is vested with the supreme authority within the association. It convenes every three months, with the stipulation that a quorum is constituted by the presence of more than two-thirds of its members. All resolutions are contingent upon the affirmative vote of at least two-thirds of the members present.

A.   Responsibilities:

The Executive Board of Directors is entrusted with the following responsibilities:

1. Strategic Development: Crafting and refining the foundational documents that guide the association, including the articles of association, to ensure they align with the evolving needs and aspirations of the membership.

2. Leadership Management: The board is tasked with the pivotal role of electing and, if necessary, dismissing directors, thereby ensuring the leadership reflects the highest standards of integrity and capability.

3. Financial Stewardship: Conducting rigorous audits of the association's general work and financial reports to maintain fiscal transparency and accountability.

4. Organizational Structure: Making strategic decisions regarding the establishment, modification, or dissolution of offices, branches, representatives, and other entities, in alignment with the association's strategic goals.

5. Decision-Making on Key Issues: The board is empowered to address and make decisions on all matters of significance that may impact the association's operations, reputation, and future.

B.   Board Formation:

a. The Board of Directors consists of 9 members, each serving a term of 3 years.

b. Election Procedures:

- Nomination: The nomination of Board members is jointly conducted by the existing Board members and the Executive Committee, with nominees required to meet the basic qualifications and conditions stipulated in the articles of association.

- Voting: The election follows the principle of secret balloting, ensuring equal and confidential voting rights for each member.

- Re-election: After the term ends, members may be re-elected through nomination by the Executive Committee and re-election, with the number of consecutive terms not exceeding two.

c. Chairperson Election:

- The Chairperson is elected from among the Board members, serving a term of 4 years.

- The election of the Chairperson should follow the election rules of the Board members, including whether they meet the eligibility requirements and the election procedures.

. The Chairman of the Board's duties include:

-      Receiving reports from the president.

-      Hosting quarterly board meetings.

-      Overseeing the Board of Directors' voting on policy proposals and important projects.

d. Supplementary Election and Exit Mechanism:

- If a Board member resigns during their term, a supplementary election will be conducted according to the [Supplementary Election Procedures] to fill the vacancy.

- Board members should adhere to the [Exit Mechanism], exiting the Board in an orderly manner when necessary.

e. Members of the Board of Directors should possess the following basic qualities and abilities:

1. Cultural Sensitivity and Respect: Understanding and respecting different cultural backgrounds and values.

2. International Perspective: Possessing an international perspective and knowledge of global cultural dynamics.

3. Communication Skills: Good communication skills, capable of effectively communicating with people from different cultural backgrounds.

4. Leadership: Having the ability to lead and motivate teams.

5. Strategic Thinking: Capable of formulating and implementing long-term development plans.

6. Professional Background: Having professional knowledge or experience in cultural exchange, international relations, education, or related fields.

7. Organizational Skills: Able to organize and execute cultural exchange activities.

8. Legal Compliance: Understanding relevant laws and regulations and ensuring that the association's activities comply with legal requirements.

9. Ethical Standards: Possessing high professional ethics and integrity.

Article 10: Executive Committee’s Term, Duties and Powers

The Association establishes roles including the Board of Directors, President of the Headquarter, Vice Presidents, Chief Executive Officer (CEO), and Secretary. The Vice Presidents may include social celebrities and individuals who have made significant contributions to the Association.

There are Departmental Directors in five key areas assigned by the Executive Committee to oversee specific areas: Cultural Exchange, Education Project Development, Gospel Music and Charity, Media and Publicity, and Utah International Youth Piano Competition.

1. The President, Vice Presidents, CEO, and Secretary-General must have substantial work experience, a good social reputation, outstanding contributions to the Association, integrity, and be strong and dedicated.

2. The President, Vice President, CEO, and Secretary-General serve a three-year term voluntarily, with the possibility of re-appointment for a second term by the Executive Board of Directors.

3. The President's duties include but are not limited to:

   - Sign government project-related documents on behalf of the Association.

   - Review the implementation of General Meetings or Council resolutions.

   - Accept work reports from local chapters (if developed); supervise the branches' business operation affairs; if needed, form a President's Assistant team.

4. Chief Executive Officer (CEO)'s Duties:

   - Oversee cultural exchange initiatives.

   - Preside over joint meetings or conferences for Chinese and institutional members, reviewing work reports of the sub-branches.

   - Direct the Association’s development and secure financial resources to support the organization's sustained projects.

5. Secretary-General's Powers:

   - Oversee and organize the daily work of the office for the Association, establish quarterly and annual work plans.

   - Coordinate with the President on projects involving all branches, representative offices, and entities.

   - Handle other daily affairs.

Article 11: Decision-Making Process

Strategic Decisions:

1. Our organization employs a systematic approach to strategic planning. The Board of Directors engages in ongoing strategic discussions, facilitated by a strategic planning committee. The strategic planning committee is responsible for identifying key issues, setting the agenda for strategic discussions, and ensuring that all board members are well-informed of the matters at hand.

2. Voting Protocol:

Decisions on strategic matters and budget allocations are determined through a transparent voting process during Board meetings. While a simple majority is typically required for routine decisions, a supermajority (two-thirds or three-quarters majority) is necessary for significant changes or substantial financial commitments.

3. Documentation and Record-Keeping:

All decisions, including the rationale behind them, are meticulously documented. A detailed record of the decision-making process, including the minutes of discussions, the arguments for and against each decision, and the voting results, will be maintained by the Secretary and stored securely for future reference.

4. Advisory Input:

Before making decisions, especially those affecting the organization's direction or operations, the Board may seek input from advisory committees, subject matter experts, and stakeholders.

 A formal process for soliciting and integrating advisory input will be established, ensuring that all perspectives are considered in a timely and organized manner.

5. Conflict Resolution:

In the event of disagreements or conflicts during the decision-making process, a structured conflict resolution process is followed. The conflict resolution process will be outlined in our bylaws, detailing the steps for addressing disputes, including mediation, arbitration, and the involvement of an independent third party if necessary.

6. General Assembly:

The General Assembly meets at least annually and may convene additional meetings as needed to address specific issues or opportunities. The process for calling additional meetings of the General Assembly, including the threshold for issues that warrant such meetings and the notice period required for members, will be specified.

7. Election of Board Members:

The General Assembly plays a crucial role in the governance of the organization by electing new members to the Board of Directors. Election procedures will be clearly defined, including nomination processes, voting methods, and term limits for board members.

8. Transparency and Accountability:

9. Public Disclosure:

We are dedicated to maintaining transparency with our stakeholders and the public.

 The frequency and format of public disclosures, such as annual reports and financial statements, will be detailed, ensuring that all stakeholders have access to up-to-date information.

10. External Audits:

To further ensure accountability, our organization undergoes periodic external audits. The schedule for external audits and the key areas of focus for these audits will be specified to ensure comprehensive oversight.

11. Stakeholder Engagement:

We actively engage with our stakeholders through regular communications. Methods of engagement, such as surveys, town hall meetings, and feedback mechanisms, will be established to foster ongoing dialogue with stakeholders.

12. Ethical Standards:

Our commitment to transparency extends to all aspects of our operations. A code of ethics will be developed and adhered to by all members of the organization, with clear guidelines on conduct, conflict of interest, and reporting mechanisms for violations.

Chapter 4: Sources of Funding and Management

Article 12: Financial Sources:

1. Donations from our members and organizations.

2. Income from projects, commissions, and service charges.

3. Income from the Association’s properties, such as rentals, etc.

The Association may launch public campaigns to donate to the Association's charitable activities and solicit donations from individuals or branches, extracting a 5% return.

Article 13: The Funds Used Purpose

   - US headquarters building rental, daily operating costs, related taxes.

   - The Association US leaders' travel costs to China for related guidance.

   - Development projects, gospel music composition, recording, and production.

   - Business activity costs approved by the Board.

Article 14: Financial Statements Audit and Evaluation:

An independent financial audit is conducted annually to ensure adherence to financial regulations and standards.

Article 15: Transparency and Accountability:

We are committed to transparency, providing stakeholders and the public with access to our annual reports and financial statements.

Article 16:

The interpretation of this constitution shall be vested in the Executive Board of Directors of the Association.

Approved by the Board of Directors of Song of Songs Music Ministry on 1/23/2017, and hearing meeting on 2/7/2017.

Board of Directors

Song of Songs Music Ministry, USA

S. A. Culture & Performance Exchange Association (DBA)