BY-LAWS ORCAS CHORAL SOCIETY A Washington Non-profit Corporation
Article 1. ORGANIZATION
Section 1.1 NAME AND GENERAL POWERS
The name of the organization shall be Orcas Choral Society. The business and affairs of the corporation shall be managed by the Board.
Section 1.2 OFFICERS OF THE BOARD
The officers of the Orcas Choral Society (“the Board”) shall be the President, Vice- President, Secretary and Treasurer. Such other officers as may be deemed necessary may be appointed by the Board at its discretion.
Section 1.3 BOARD COMPOSITION
The Board shall be composed of not less than six (6) nor more than ten (10) voting members, each serving two (2) year terms. Each of the four choral sections shall nominate a representative to serve on the Board. The Board will present a full slate of board members at the annual meeting of the Choral Society. Election of members of the Board shall take place by a vote of the general membership at the Annual Meeting, as set forth in Article 4, Membership.
Such other Board members as may be deemed necessary may be appointed by the Board at its discretion.
Section 1.4 COMMITTEES
The Board may name standing or special committees by resolution adopted by a majority of the Board. Each committee shall consist of such persons and exercise such powers of the Board and carry out such functions as are designated by the Board for a length of time to be described in the resolution.
Article 2. DUTIES AND RESPONSIBILITIES
Section 2.1 SELECTION AND DUTIES OF OFFICERS
2.1.1 Selection of Officers. Officers for the year’s term shall be elected by the Board at its first meeting immediately following the Annual Meeting.
2.1.2 President. The President shall be selected in accordance with and have the powers and duties and be subject to the limitations as may be prescribed by the Board from time to time. The President shall preside at all the meetings of the Board.
2.1.3 Vice President. In the absence or inability of the President to act, the Vice President shall perform all the duties of the President and in so acting shall have all the powers of the President. The Vice President shall also perform such other duties as from time to time may be assigned to him/her by the President or the Board.
2.1.4 Secretary. The Secretary shall keep the minutes of Board meetings, see that all notices are fully given in accordance with the provisions of these by-laws, be custodian of
corporate records and documents, and in general perform all duties which may be assigned to him/her by the President or by the Board. The Secretary shall keep a roster of members for each season.
2.1.5 Treasurer. The Treasurer shall manage the finances of the organization on behalf of the Board, and may perform other duties as assigned by the President or the Board. The Treasurer’s duties include banking, paying bills, preparing a budget for Board approval, and reporting the organization’s financial status to the Board at its meetings.
2.1.6 Artistic Director. The Artistic Director is a non-voting member of the Board, is not elected by the Board, and is not subject to election or ratification of nomination by the members at the Annual Meeting. In the event of a vacancy, the Artistic Director shall be selected as determined by the Board with opportunity for membership comment. The Artistic Director shall serve at the pleasure of the Board.
2.1.7 Choir Manager. The Choir Manager shall be selected and approved by the Board. The Choir Manager shall be a non-voting member of the Board.
2.1.8 Executive Director. The Board shall have the authority to appoint an Executive Director to facilitate the work of the Board and the Artistic Director. The Executive Director is accountable to the Board and shall serve at such compensation as the Board determines.
Section 2.2 TERMS OF OFFICE
2.2.1 Tenure. Board members are elected by the membership as set forth in Article 4, Section 4. Board members may serve multiple and/or consecutive terms.
2.2.2 Vacancies. Any vacancy occurring on the Board shall be filled within thirty (30) days of the vacancy.
If the vacancy is a section representative, the vacancy shall be filled by nomination from the section in which the vacancy occurred and ratification by an affirmative vote of a majority of Board members.
A vacancy in any “at large” position shall be filled at the Board’s discretion as described in Article 4, Membership.
A Board member elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor on the Board. The new member may or may not fill a specific office or position vacated.
A vacancy in the position of Artistic Director shall be filled by the Board as quickly as is practical following opportunity for comment by the membership.
Any board position to be filled by reason of an increase in the number of Board members shall be filled by election at a meeting of the Board called for that purpose.
2.2.3 Resignation. Any Board member may resign at any time by giving written notice of his/her resignation to the Secretary of the corporation.
2.2.4 Removal. Any Board member may be removed at any time by an affirmative vote of a majority of the Board.
Section 2.3 ACTIONS OF THE BOARD
2.3.1 Presumption of Assent. A Board member who is present at a meeting of the Board at which action is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless they shall file written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof. A Board member who voted in favor of such action may not dissent.
Article 3. MEETINGS
Section 3.1 RULES OF ORDER
Meetings of the Board or the membership shall be governed by Robert’s Rules of Order, where they are applicable and not inconsistent with other provisions of these by-laws.
Section 3.2 QUORUM
A majority of the Board members shall constitute a quorum for the transaction of business at any Board meeting.
Section 3.3 ATTENDANCE
Attendance at Board meetings is mandatory for all Board members. Any Board member who must miss a meeting, shall notify the President.
To establish a quorum, members of the Board may participate in a meeting by means of a conference telephone call or similar communication method by which all persons participating in the meeting can hear each other at the same time.
Section 3.4 ANNUAL MEETING
The Annual Meeting shall be held in the spring for the purpose of electing Board members for the upcoming year and to discuss any matters the Board determines to bring to the attention of the general membership. At the Annual Meeting, the Board will present a slate of board members for the upcoming year, to be elected by the membership.
Section 3.5 SPECIAL MEETINGS
Special Board meetings may be called by or at the request of the President or any two Board members. A quorum shall be established as described in Sections 3.2 and 3.3.
Section 3.6 NOTICE OF MEETINGS
Notice of each meeting of the membership, whether Annual or Special, shall be given to each member at least ten (10) days before the meeting.
Notice of Special meetings of the Board shall be given to each Board member at least five (5) days before the meeting.
The attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting, except where a Board member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4.1 MEMBERSHIP
Article 4. MEMBERSHIP
All members of the corporation shall be members of the Orcas Choral Society. Choral Society members shall be selected without regard to race, sex, age, color, creed, religion, sexual orientation, disability or national origin. Qualifications for membership are the ability and desire to sing at a reasonable level of proficiency as determined by the Artistic Director and the ability to make the time commitment required for rehearsals and performances.
Section 4.2 DUES Dues shall be set by the Board.
Section 4.3 ACTIVE MEMBER RESPONSIBILITIES
Each Choral Society member shall attend rehearsals and concert performances as required by the Artistic Director. Each member shall be responsible for the music assigned to him/her and bring it to all rehearsals and performances. At the end of each season, all music and folders shall be returned to the Choral Society in good condition.
Section 4.4_ELECTION OF BOARD MEMBERS
At the Annual Meeting of the membership, each section (soprano, alto, tenor and bass) shall nominate a representative to be added to the slate of board member nominees. The slate of new Board members shall be voted upon by the general membership. Newly-elected Board members shall commence their terms at a meeting of the new Board held immediately after the Annual Meeting.
Section 4.5 SELECTION OF THE ARTISTIC DIRECTOR
In the event of a vacancy, the Artistic Director shall be selected as determined by the Board following opportunity for membership comment.
Section 4.6 SPECIAL MEETINGS
A Special meeting of the members may be called by the Board at its discretion or by any ten (10) members of the Choral Society.
Section 4.7 QUORUM A quorum of the members at any meeting shall be 55% of the membership.
Article 5. INDEMNIFICATION
Section 5.1 INSURANCE
The Orcas Choral Society may carry indemnity insurance in an amount to be determined by the Board, to protect the Board, its officers and its members from any liability, loss or damage suffered by any member of the Board or by the Choral Society which arises from the scope of their duties as Board members, officers or Orcas Choral Society members.
Section 5.2 EXTENT OF INDEMNIFICATION The Board may at any time approve indemnification of any person which the corporation
has the power to indemnify under the Washington Business Corporation Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
Article 6. AMENDMENTS
Section 6.1 AMENDMENTS
These by-laws may be altered, amended or rep~ealed and new by-laws may be adopted by the Board at the Annual or any Special Meeting of the Board.
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