ARTICLE I: NAME
The organization shall be known as The Concert Choir of Northeastern Connecticut, Inc.
ARTICLE 2: PURPOSE
The Concert Choir of Northeastern Connecticut, Inc., hereafter referred to as "the Choir," is organized to provide the opportunity for members to learn and refine choral singing skills and to educate audiences through the presentation of concerts of choral music, sacred and secular. It is the intent of the Choir to deepen and enlarge the artistic engagement of the communities of northeastern Connecticut.
ARTICLE 3: ACTIVITIES AND GOALS
Section 1. The Choir will present at least two concerts per year.
Section 2. The Choir may, at the discretion of the Governing Board, collaborate with other musical organizations and develop outreach experiences for the listening public.
Section 3. The Choir will finance the above-mentioned activities through ticket revenues, donations, active fund raising, grants and other appropriate means. It is not the intent of the Choir to realize a pecuniary profit.
Section 4. The Choir shall engage only in those activities permissible for a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding section of any future federal tax code.
ARTICLE 4: MEMBERSHIP
Section 1. Membership shall be open to any person age 14 or over who is or has been an active singer in the Choir.
Section 2. Singers who are actively rehearsing in a given concert season will pay a membership fee. The Board may exercise discretion in waiving the fee for any member for whom payment poses an undue burden.
Section 3. The membership fee will be determined by the Board.
Section 4. Members are empowered to vote at the Annual Meeting of the Choir.
ARTICLE 5: MEETINGS OF THE MEMBERSHIP
Section 1. The Annual Meeting of the Choir shall be held in the spring of each year. Other meetings of the full membership may be held at the request of the Governing Board. Notice of meetings of the full membership will be provided by mail or email not less than two weeks in advance of the meeting date.
Section 2. Voting will be done by a show of hands, unless the members present agree by a simple majority to vote by voice or by written ballot. A simple majority of members present shall decide any question to come before the Annual Meeting, except as noted in Article 12 for amendments to the Bylaws. When written ballots are used, the President will appoint three members who are not candidates for any office to count and record the tally, and to report to the membership.
Section 3. A quorum at the Annual Meeting or at other meetings of the full membership shall consist of at least seven members. (As amended October 26, 2016.)
Section 4. Business to be transacted at the Annual Meeting shall include, but not be limited to, the following:
A.The acceptance by vote of a slate of officers and other members of the Governing Board. Additional nominations for any office, outside the slate, may be accepted from the floor. If additional nominations are received, the vote for the particular office in question shall be conducted by separate vote from the remainder of the slate.
B.The receipt of reports from the Governing Board, Officers, and Committees, as appropriate.
C.The conduct of other Choir business.
ARTICLE 6: THE GOVERNING BOARD
Section 1. Management of the affairs of the Choir shall be vested in the Governing Board Between Annual Meetings.
Section 2. Composition of the Governing Board
A.The Governing Board shall be comprised of the officers of the Choir (President, Vice President, Secretaries, and Treasurer) and at least three other members of the Choir.
B.The Music Director and the Accompanist shall be members ex officio of the Governing Board, with voice but without vote.
C.No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothinherein shall be construed to prevent an officer or director for receiving compensation from the Choir for duties performed
outside his or her office.
Section 3. The Governing Board will hire the Music Director and will work with him or her to determine an annual budget and to establish and implement guidelines and procedures.
Section 4. Duties of elected and appointed Board members shall include, but not be limited to, the following:
A.The Music Director shall be responsible for the selection of concert repertoire and shall submit program proposals for approval by the Board at a reasonable interval prior to each concert. The Music Director shall also assist in arranging for concerts and venues, shall be responsible for directing rehearsals and concerts and for the hiring of instrumentalists and soloists within the budget established by the Board.
B.The President shall preside at the meetings of the Governing Board and at the Annual Meeting and shall oversee the implementation of the plans and policies established by the Board. He or she will ensure that all books, reports, and certificates are properly kept or filed, as required by law. He or she shall be responsible for the establishment, selection, and supervision of special committees within the Choir as needed.
C.The Vice President shall assist in implementing the plans and policies of the Board and shall preside at meetings when the President is unable to do so. If the President is unable to exercise his or her office, the Vice President will become acting President until the next Annual Meeting, with all the rights, privileges, and powers of a duly elected President.
D.The Secretary shall be responsible for recording minutes at Board meetings and for maintaining the records of the Choir.
E.The Corresponding Secretary will file any certificate required by statute, federal or state, will give and serve all notices to members of the organization and attend to all correspondence for the Choir.
F.The Treasurer shall have the care and custody of all monies belonging to the Choir; will be responsible for such monies or securities of the Choir, for managing the financial affairs of the Choir, for maintaining records of all transactions, and for reporting to the Board. The Treasurer is also responsible for filing any required tax forms and other financial documents with the proper statutory authorities.
Section 5. Conditions of Service for Governing Board Members
A. The officers and Board members shall serve two-year terms, to begin at the Annual Meeting.
B. Vacancies on the Board shall be filled by appointment by the President. The appointed member may serve until the next Annual Meeting, on which occasion the member may be elected as part of the presented slate.
C. The Board will meet at least three times during the rehearsal period for a concert or at the discretion of the President.
D. A quorum of the Governing Board shall consist of five members.
E. Any Governing Board member who fails to attend three consecutive meetings will be given notice of his or her lack of attendance. The President will confer with the member to determine his or her ability to continue in service and will decided whether to present the member’s lack of attention to the Board. Governing Board members who fail to attend three successive meetings may be subject to removal from office by vote of the Board.
F. In the case of ineffective or inappropriate action on the part of a Board member, the President will confer with the member. The President may determine that the performance of the member be brought to the attention of the Board.
G. Any three Board members may request, with at least five days’ notice by telephone, mail, or email, that the President call a Board meeting.
ARTICLE 7: COMMITTEES
Section 1. A chairperson of each special committee will be appointed by the President. Each chairperson will select other members of the committee in order to carry out the work of the committee.
Section 2. Special committees will receive a charge from the President and will carry out the tasks and duties assigned to them. The committees will report to the Board as directed by the President and will disband when the work is completed, as directed by the President.
ARTICLE 8: CONCERT REQUIREMENTS
Section 1. At the discretion of the Music Director, in consultation with the President, any member who accrues more than three unexcused absences for rehearsals in preparation for any one concert may forfeit the right to sing in that performance.
Section 2. Each member shall be required to obtain and wear concert attire as decided by the Board.
ARTICLE 9: FISCAL YEAR
The term of the fiscal year shall be the calendar year, to simplify record-keeping for tax purposes.
ARTICLE 10: FISCAL MATTERS
Section 1. All contracts shall be authorized by the Governing Board and shall be executed on behalf of the Choir by an officer or by the Music Director.
Section 2. All bank accounts in the name of the Choir shall bear the names of the President and Treasurer as signatories. One signature is required to authorize the issuance of a check.
Section 3. The President, in consultation with the Treasurer, the Music Director, and other members of the Governing Board, shall oversee the preparation of an annual budget to reflect, as accurately as possible, the costs of presenting the ensuing two concerts. The budget will be presented to the Governing Board for a vote within a reasonable interval before the first rehearsal of the concert season affected by said budget.
Section 4. Non-budgeted expenditures must be authorized by both the President and the Treasurer.
Section 5. The Choir will not be responsible for any unauthorized commitment made in its name.
Section 6. An audit of the books may be performed at the request of the Board.
ARTICLE 11: PARLIAMENTARY AUTHORITY
For procedures not covered specifically in these Bylaws, the most current edition of Robert's Rules of Order shall be the authority.
ARTICLE 12: AMENDMENTS TO BYLAWS
The Bylaws of the Choir may be revised or amended by a two-thirds vote of the members present at the Annual Meeting, or at a meeting of the full membership specifically called for the purpose. The members shall have been notified of the proposed changes and of the voting date, in writing, at least two weeks prior to the meeting at which the amendment(s) will be considered.
ARTICLE 13: DISSOLUTION
In the event of the dissolution of the Choir, all assets shall be distributed for one or more exempt purposes within the requirements of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
First revision 11/20/00 phd
Second revision 4/17/02 adl
Adopted by unanimous vote of the Board 4/26/02