OF THE CHAMPLAIN VALLEY ORATORIO SOCIETY, INC.
ARTICLE ONE NAME AND OFFICERS
Section 1.1 Name. The name of this corporation shall be The Champlain Valley Oratorio Society, Inc., doing business as Champlain Valley Voices.
Section 1.2 Principal Office. The principal office of this corporation in the State of New York shall be located in the City of Plattsburgh, County of Clinton or such other place within the County of Clinton as the Board of Directors may designate.
Section 1.3 Other offices. The corporation may have other offices, either within or without the County of Clinton, State of New York, as the Board of Directors may from time to time determine.
ARTICLE TWO MEMBERSHIP
Section 2.1 Classes of Membership. The corporation shall have one class of members, and no more than one membership may be held by any one person. The rights and privileges of all members shall be equal, except as may otherwise be expressly precluded in these bylaws. Each member shall be entitled to one vote.
Section 2.2 Eligibility
(a) Open to persons with a demonstrated vocal ability and choral experience. Students under 16 years of age must meet with the music director or the person’s designee to determine membership in the chorus.
(b) Demonstrated vocal ability refers to singing in tune with a quality that supports ensemble singing. Chorus members should be willing to sing in languages other than English.
(c) The Music Director has the right to audition any prospective or current chorus member for the purpose of evaluation, section/part assignment, solos, or when deemed necessary due to individual circumstances.
(d) By accepting membership, an individual agrees to be bound by the certificate of incorporation of this corporation and by these bylaws and by such rules and regulations as the directors may from time to time adopt.
Section 2.3 Property Rights. No member shall have the right, title or interest in any of the property or assets, including any of the earnings or income of this corporation, nor shall any of the property or assets be distributed to any member on dissolution or winding up.
Section 2.4 Liability of Members. No member of this corporation shall be personally liable for any debts, liabilities or obligations, nor shall any member be subject to any assessment.
Section 2.5 Transfer, Termination an d Reinstatement. Membership in this corporation is nontransferable. Membership shall terminate on the resignation or death of a member, or on a member’s failure to fulfill the member’s responsibilities as set forth by these laws by vote of the Board of Directors. A member whose membership has been terminated may reapply for reinstatement in the same manner as application is made for initial membership.
Section 2.6 Responsibilities. Responsibilities of membership shall include:
- Attendance is required at all rehearsals. Anticipated absences shall be reported to the appropriate person prior to the rehearsal date to be missed. Repeated absences may cause a chorus member to be asked to resign from the current program.
- Chorus members shall sell tickets to the Society’s concerts in such number and on such basis as the Board may determine in its discretion.
- Unless otherwise stated, members shall follow the Society’s traditional dress code for performances.
- Members shall use the edition chosen by the Music Director for each concert. When scores are provided by the corporation, members are responsible for the value of replacement if the score is damaged or lost. Scores may be purchased or obtained privately.
ARTICLE THREE CERTIFICATES OF MEMBERSHIP
Section 3.1 Certificate of Membership. The board of directors may provide for issuance of certificates evidencing membership in the corporation, which shall be of such form as may be determined by the board. Such certificates shall be signed by the president or vice president or by the secretary or an assistant secretary. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued to replace it on such terms and conditions as the board of directors may determine.
Section 3.2 Issuance of Certificates. If the board of directors shall have provided for the issuance of certificates of membership under the provisions of Section3.1 of this Article, then when a person has been elected to membership and has paid any initiation fees and dues that may then be required, such a certificate shall be issued in the name of and delivered to the new member by the secretary.
ARTICLE FOUR MEMBERSHIP FEES AND DUES
Section 4.1 Initiation Fee and Annual Dues. The board of directors may determine from time to time the amount of the initiation fee, if any, and the amount of annual dues payable to the corporation by members, and the terms and manner upon which the same shall be paid.
ARTICLE FIVE MEETINGS OF MEMBERS
Section 5.1 Annual Meeting. An annual meeting of members shall be held on the third rehearsal of the fall concert season in each year, beginning with the year 2011, at _______ or any other such place or time as the board of directors may designate from time to time by resolution. Appropriate for consideration at such meetings shall be the elections of directors, and such other corporate business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in New York State, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment of such a meeting, the board of directors shall cause the election to be held at a special meeting of members conducted as soon as may be convenient. A copy of the previous year’s treasurer’s report will be provided to the membership.
Section 5.2 Special Meetings. Special meetings of members may be called by the president, the board of directors, or not less than one-twentieth of such members as may be qualified to vote.
Section 5.3 Place of Meeting. The board of directors may designate any place within Clinton County, New York State, as the place of meeting for any annual or special meeting of members. However, if all members shall meet at any time and place ,either within or without New York State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 5.4 Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of each meeting, by or at the direction of the president, secretary or such officers or persons as care calling the meeting. In the case of special meetings, or when required by these bylaws or bylaw, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered at the member’s address as it appears on the records of the corporation at the time of the mailing.
Section 5.5 Informal Action by Members. Any action required or permitted to be taken at any meeting of members may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote with respect thereto.
Section 5.6 Quorum. Members holding fifty-one percent (51%) of the total votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice.
Section 5.7 Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member’s duly authorized attorney-in fact. No proxy shall be valid after 11 months from its date of execution unless otherwise provided in the proxy.
Section 5.8 Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.
ARTICLE SIX DIRECTORS
Section 6.1 Number. The board of directors shall consist of a minimum of nine voting members. The immediate past president shall serve as a voting member of the board for one year.
Section 6.2 Qualifications of Directors. Directors shall be at least 18 years of age.
Section 6.3 Board members are elected for three year terms at the annual meeting of the Society. No member may serve more than two consecutive terms. Terms shall be staggered so as to replace one-third of the board members annually.
Section 6.4 Powers.
- Except as otherwise provided in the certificate of incorporation or bylaw, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate.
- Responsibilities of the Board:
- To set policies for chorus membership in the Society
- To set policies for the administration of the non-musical functions of the Society.
- To set fund raising goals and to conduct such activities as necessary to meet these goals.
- To assume responsibility for the collection and disbursement of Society funds.
- To select and engage a Music Director.
- To ratify the selection of concert material presented by the Music Director and to ensure the planning of balanced musical offerings over an extended period of time.
Section 6.5 Replacement of Directors.
- Whenever a vacancy exists on the board of directors, whether by death, resignation, or otherwise, the vacancy shall be filled by appointment of the board. The appointment shall be for the remainder of the term of the former member. Any person appointed or elected to fill the vacancy of a director shall have the same qualifications as were required of the director whose office was vacated.
- Any director may be removed, with or without cause, by the vote of two thirds of the members of the board of directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as stated above.
Section 6.6 Compensation
- No member of the board of directors shall receive any compensation from the corporation unless pursuant to a “related party transaction” in accordance with NY CLS N-PCL & 715: (1) the compensation for the transaction is determined by the board to be fair, reasonable and in the corporation’s best interest at the time of such determination and (ii) the member of the board of directors who has an interest in the related party transaction shall disclose such interest in good faith to the board, or an authorized committee thereof, the material facts concerning such interest.
- Before entering into such transaction, the board of directors shall (i) consider alternative transactions to the extent available; (ii) approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and (iii) contemporaneously document in writing the basis for the board or authorized committee’s approval, including its consideration of any alternative transactions.
- No related party may participate in deliberations or voting relating to a related party transaction in which he or she has an interest; provided that nothing in this Section 6.6 shall prohibit the board or authorized committee from requesting that a related party present information as background or answer questions concerning a related party transaction at a board or committee meeting prior to the commencement of deliberations or voting thereto.
Section 6.7 Meetings
- Meetings shall be held at such place or places as the board of directors may from time to time by resolution designate.
- Regular meetings. The board will meet monthly from June to May as needed. Notice of such meetings shall be signed by the secretary and mailed to each director at the address last recorded on the books of the corporation, not less than 7, nor more than 30 days before the date of the meeting. However, this requirement may be waived by resolution of the board of directors. Board members are to attend all meetings or notify the president of any anticipated absence. Absence from more than two consecutive meetings may result in a requested resignation.
- The President may, as the president deems necessary, and the secretary shall, if so requested in writing by 2 members of the board of directors, call a special meeting of the board. In such event, 5 days written notice to each director shall be deemed sufficient.
- Five voting members, or one-third of the voting members of the board, whichever is greater, shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
- Except as may otherwise be provided in these bylaws or in the certificate of incorporation of this corporation or by law, an act of a majority of directors present at any meeting at which a quorum is present shall be the act of the board of directors.
- All meetings of the board of directors shall be governed by Robert’s Rules of Order, including such revisions of those rules as may from time to time be published, and except as those rules are inconsistent with these bylaws, with the certificate of incorporation of this corporation, or with applicable law.
Section 6.8 Action Without Meeting. No meeting need be held by the board to take any action required or permitted to be taken by law, provided all members of the board shall individually or collectively consent in writing to such action, and such written consent or consents is field with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting, and that the bylaws authorize the directors to so act. Such a statement will be prima facie evidence of such authority.
Section 6.9 Liability of Directors. The directors of this corporation shall not be personally liable for its debts, liabilities or other obligations.
ARTICLE SEVEN OFFICERS
Section 7.1 Designation of Officers. The officers of the board shall consist of a President, Vice-President, Secretary and Pat President. Other officers may be created and filled as needs arise. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 7.2 Election and Term of Office. The September meeting shall be the annual corporational meeting at which newly elected board members are seated and the President shall become the Past President; the Vice President shall become the President. All officers are elected for a term of two years. New offices may be created and filled at any meeting of the board. Each officer shall hold office until his or her successor shall have been duly elected and shall have been qualified.
Section 7.3 Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the interests of the corporation would be best served. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 7.4 Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 7.5 President. The president shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation. The president:
- Shall preside at all meetings of members and directors.
- May sign, with the secretary or other officer duly authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the board of directors, except in cases where the signing and execution of such instruments has been expressly delegated by the board of directors by these bylaws, or to some other officer or agent of the corporation.
- Shall perform all other duties generally incident to the office of president and such other duties as may be prescribed by the board of directors.
Section 7.6 Vice President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have the powers of, and be subject to all the restrictions upon the president. The vice president shall perform such additional duties as may from time to time be assigned to him by the president or by the board of directors.
Section 7.7 Treasurer. If so required by the board of directors, the treasurer shall:
- Give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the board of directors may deem appropriate.
- Have charge and custody of, and be responsible for, all funds and securities of the corporation.
- Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.
- Perform all duties generally incidental to the office of treasurer and such duties as may from time to time be assigned to the treasurer by the president or by the board of directors.
Section 7.8 Recording Secretary The recording secretary shall:
- Keep minutes of meetings of members and of the board of directors in one or more provided for that purpose.
- See that all notices are duly given in accordance with these bylaws or as required by law.
- Be custodian of the corporate records and the seal of the corporation, if any.
- Keep a membership book containing the names and addresses of all members and directors of the corporation, and with respect to any membership which has been terminated, record that fact together with the date of the termination.
- Exhibit to any director of the corporation, or to the director’s agent, or to any person or agent authorized by law to inspect them, at all reasonable times and on demand bylaws, the certificate of incorporation, the membership book, the minutes of any meeting, and other records of the corporation.
Section 7.9 The manager (if salaried, or if not elected to the board) and the Music Director shall be non-voting ex-officio members of the board.
Section 7.10 The vice president shall ensure that these bylaws are followed.
ARTICLE EIGHT COMMITTEES
Section 8.1 Executive Committee. The executive committee shall consist of the President, Vice President, Secretary and the Treasurer. Under special circumstances, the Executive Committee may act upon matters which require immediate attention. Non budgeted expenditures may not exceed $200.00 without board approval. Provided, however, that the designation of and delegation of authority to such committee shall not relieve the board of directors, or any director individually, of any responsibility imposed in the board of directors or any individual director by these bylaws, or by law.
Section 8.2 Other Committees. Board members shall serve as committee chairpersons. The principal committees may include: Financial/marketing, Publicity, Members/Records, Nominating, Tickets/Program, Social/ Hospitality, etc.
Section8.3 Nominating Committee. The nominating committee, consisting of the vice president, two board members and two members form the chorus, shall be appointed at the March meeting. The nominating committee shall present the slate of candidates to the board in May, with elections taking place at the September meeting.
Section 8.4 Terms of Office. Each member of a committee shall continue as such until the next annual meeting of the corporation and until his or her successor is appointed, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member of the committee.
Section 8.5 Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members of the committee.
Section 8.6 Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired tem of his predecessor.
Section 8.7 Quorum. Unless otherwise provided in a committee’s establishing resolution a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at a which a quorum is present shall be an act of the committee.
Section 8.8 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate, provided, however that such rules and regulations shall be consistent with these bylaws, and provided further that regular minutes of all proceedings shall be kept.
ARTICLE NINE CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 9.1 Contracts. The board of directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances.
Section 9.2 Gifts and Contributions. The board of directors or an executive committee may:
- Accept on behalf of the corporation any gift, bequest, or devise of any type of property ( “donations”), for the general and special charitable purposed of the corporation, on such terms as the board or committee shall approve.
- Hold such funds or property in the name of the corporation or of such nominees as the board or committee may appoint.
- Collect and receive the income from funds or property.
- Devote the principal or income from such donations to such benevolent and charitable purposes as the board or committee may determine.
- Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the board or committee devote the principal or income from that donation according to the agreement.
Section 9.3 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 9.4 Checks, Drafts, Orders of Payment. 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 the board of directors shall from time to time by resolution determine. In the absence of such determination, the instruments shall be signed by the treasurer or other authorized signee.
ARTICLE TEN STAFF POSITIONS
Section 10.1 Music Director. The Music Director shall be contracted by the board of directors for a period of one year. Salary or fee shall be negotiated between the executive committee and the Music Director and approved by the board.
Section 10.2 Responsibilities:
- To recommend to the board of directors the work(s) to be performed at each concert along with a budget for that concert.
- To select the soloists, accompanist and supporting musicians and assistant conductor consistent with the corporation’s ability and budget.
- To conduct rehearsals and performances.
Section 10.3 Rehearsal Accompanist. The accompanist shall be contracted by the board of directors on a semester by semester basis. Salary shall be negotiated between the board, music director and the accompanist.
Section 10.4 Soloists. Soloists shall be contracted by the board of directors as needed, and upon the recommendation of the music director. Honoraria shall be negotiated between the board, music director and the individual soloists.
Section 10.5 Supporting Musicians. Supporting musicians shall be contracted by the board of directors as need on a per serve basis and upon recommendation of the music director. Honoraria shall be set by the board and the music director.
Section 10.6 Manager. Chorus manager (salaried or unsalaried) shall assist the conductor and board in logistical and technical matters in facilitating chorus rehearsals and performances.
ARTICLE ELEVEN MISCELLANEOUS
Section 11.1 Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, board of directors, and committees and shall keep at the registered or principal office a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any director, or member, or the agent or attorney of either, or any proper person at any reasonable time.
Section 11.2 Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
Section 11.3 Corporate Seal. The board of directors may provide by resolution for a corporate seal and for incorporation of the corporation.
Section 11.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Not for Profit Corporation Law of New York or under the provisions of the certificate of incorporation or the by laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE TWELVE AMENDMENTS
Section 12.1 Power of members to amend bylaws. The bylaws of this corporation may be amended, appealed, or added to, or new bylaws may be adopted by the vote or written assent of the majority of members entitled to vote or by the vote of majority or a quorum at a meeting duly called for the purpose according to the certificate or bylaws.
Section 12.2 Power of Directors to amend bylaws. Subject to the limitations of the certificate of incorporation, these bylaws, and the Not For Profit Corporation Law of New York, concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution approved by the two thirds vote of the total board of directors. Proposed amendments shall be presented at a regular board meeting and voted on at the next regular meeting.
These are the current BYLAWS as of May 2016.
The number of board members was changed to nine (down from twelve) in September 2015 at the annual general meeting.
Section 6.6 was modified on Feb 29, 2016 per the rules listed in Section 12.2.