By-laws
(Incorporated as Ad Hoc Singers, Inc. on July 24, 1979; as Columbia Community Choral Ensemble, Inc. on July 16, 1981; as Columbia Chorale on January 17, 1985; as Columbia Choral Ensemble on May 22, 1986; and as Columbia Chorale, Inc. in August, 2004.)
ARTICLE I - NAME
topThe organization, a 501(c)(3) corporation, commonly known as the "Columbia Chorale", will be designated as such in these bylaws. The Board of Trustees of the corporation shall, in these bylaws, be designated as "the Board of Directors" of the Columbia Chorale.
ARTICLE II - OFFICE
topThe principal office of the Columbia Chorale in the state of Missouri shall be located in Columbia, Boone County, Missouri, and the address of the registered office may be changed from time to time by the Board of Directors of the Columbia Chorale.
ARTICLE III - MEMBERSHIP
topSection 1. Performing Members: Any individual shall be a Performing Member of the Columbia Chorale who has performed at least two (2) concerts with the Columbia Chorale in the previous season, and who rehearses with the Columbia Chorale in the current fiscal year.
Section 2. Community Members: Community Membership shall be open to any individuals interested in the art of choral music who make an annual cash or in-kind contribution of at least three-hundred dollars ($300) to the Columbia Chorale. Community members may be actively involved in the Columbia Chorale, including membership on the Board of Directors and participation on ad hoc committees, including voting privileges within the committee. They may also participate in annual operations of the Columbia Chorale (fund raising, diplomacy, etc.) as appointed by the Artistic Director or President of the Board of Directors. Each Community Member shall serve in their appointed capacity according to the bylaws. If a Performing or Community member ceases to maintain his or her membership status, and is a Board member, he or she will lose eligibility to serve on the Board.
Section 3. Voting: Performing and Community Members have full voting privileges in any committee to which they may be assigned; they also have a vote on issues that may arise before the membership.
Section 4. Meetings: An annual meeting of performing and community members shall be held for the purpose of discussing the annual budget and conducting any other business the Artistic Director or Board of Directors may deem appropriate. The date, time, and location of the meeting will be approved by the Board of Directors and communicated to the membership at least one (1) month prior to the meeting date. The President and/or his or her duly appointed representatives, the Artistic Director, committee chairs, and others designated by the Board may report at the annual meeting concerning the work of the Columbia Chorale and its progress in meeting its purposes.
Section 5. Special Meetings: Special meetings of the Performing and Community members may be called by the Board of Directors. Those members who are present shall constitute a quorum at any such meeting. Written or printed notice (including email) stating the place and time of the meeting, and, in case of a special meeting, the purpose(s) for which such meeting is called, shall be delivered to each member, not less than fourteen (14) days before the date of the meeting. At special meetings, no formal business may be transacted other than that indicated in the notice of the meeting.
ARTICLE IV - BOARD OF DIRECTORS
topSection 1. Number and Term of Directors: The power and authority of the Columbia Chorale, as provided in The General Not-For-Profit Corporation Law of the State of Missouri, shall be vested in the Board of Trustees, herein designated the Board of Directors, who shall serve without pay. The number of the Directors shall be nine (9). Directors shall be elected for three-year terms, and may be re-elected for one additional consecutive term. After serving two terms, at least one year must elapse before the Director is eligible for election to an additional term. Therefore one-third of the Directors shall be elected each year as terms expire.
Section 2. Fiscal Year: The corporate Fiscal Year shall begin July 1 and expire June 30, which dates shall also coincide with the dates of each year of a Director's term.
Section 3. Vacancies: In the event of resignation, incapacity, or removal of a Board member, the remaining members of the Board may elect, by majority vote, a person to serve the unexpired portion of the term. The Board shall request the resignation of any member for failure to attend, without prior notification, three consecutive regular meetings of the Board. The Board may remove a member for negligence or improper decorum. Removal shall be by a two-thirds (2/3) vote of the total membership of the Board of Directors (six). The appointment of an individual to fill an unexpired Director's term does not prevent that individual from being duly elected to serve two consecutive terms as a Director. No person who has served two (2) immediate consecutive past terms as a Director may be appointed to fill a vacancy of a Director on the Board unless the appointee has been off of the Board of Directors for one full year.
Section 4. Composition of the Board: New Members of the Board of Directors shall be chosen from among the Performing and Community Members of the Columbia Chorale. The Board shall include the President, Vice-President, Secretary, and Treasurer, who shall constitute the Executive Committee of the Board. The Artistic Director shall serve as an ex- officio member of the Board of Directors and Executive Committee.
Section 5. Meetings: The Board of Directors shall hold regular meetings during the fiscal year. A schedule of all meetings for the ensuing fiscal year will be discussed and established as soon as possible after the onset of that fiscal year. The Board shall meet at least bi-monthly during the fiscal year. The time and place of all meetings shall be decided by a majority vote of the Directors. The Secretary shall provide an agenda and minutes of the previous meeting to all members at the beginning of each meeting. Special meetings may be called at the discretion of the President, a majority of the Executive Officers, the Artistic Director, or any five members of the Board, provided that notification is given at least seven days in advance. Scheduled meetings may be cancelled if approved by a simple majority of Board members. All regular and special meetings of the Board of Directors are open to attendance by the membership of the Columbia Chorale. Notice of the time and place of all regular and special meetings will be posted on the Columbia Chorale web site.
Section 6. Quorum and Voting: Five Directors shall be necessary to constitute a quorum at any regular or called meeting. At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of a majority of the Directors present and voting, except as otherwise provided in these bylaws.
Section 7. Powers: The Board of Directors shall have and exercise all the usual powers of Directors of a not-for-profit corporation under Missouri law concerning the immediate governance and direction of the affairs of the Columbia Chorale. The Board shall make all rules and regulations which it deems necessary or proper for the governance of the Columbia Chorale, and for the due and orderly conduct of its affairs and the management of its property, not inconsistent with the Articles of Incorporation and the bylaws of the Columbia Chorale. It shall retain the services of the Artistic Director, the Accompanist, and any administrative personnel deemed appropriate by authorizing the financial compensation to be received upon the basis of an annual review of compensation and performance.
ARTICLE V - OFFICERS
topSection 1. Executive Officers: The Executive Officers of the Columbia Chorale shall be elected by the Board of Directors from within their rank in the first Board meeting of the new fiscal year. Executive officers shall be the President, Vice President, Secretary, and Treasurer. They shall be elected for a term of one year, and may be re-elected to succeed themselves in that specific office for no more than two additional consecutive terms, assuming that the officer is eligible to continue active Board status as required in these bylaws.
Section 2. Vacancies: In the event of the resignation, incapacity, or removal of an Executive Officer, the Board will appoint a Director to serve the unexpired portion of the term. Any elected officer may be removed by the Board by a two-thirds (2/3) vote of the total Board membership (six) if in the Board's judgment the best interest of the Columbia Chorale shall be thereby served.
Section 3. President: The President shall be the chief executive officer of the Columbia Chorale; shall preside at all meetings of the membership and of the Board of Directors (unless asked to be absent by the remaining Directors); shall have general and active management of the affairs of the corporation; shall ensure that all orders and resolutions of the Board are carried into effect, subject to the right of the Directors to delegate specific powers to any other member of the Columbia Chorale; shall execute all legal documents of the Columbia Chorale, and shall be an ex officio member of all committees.
Section 4. Vice President: The Vice President shall act in all cases for and as the President in the latter's absence or incapacity; and shall perform other duties as may be designated by the Board or President.
Section 5. Secretary: The Secretary shall be responsible for the keeping of all minutes of the Board, Executive Committee, and General membership meetings, and shall record all votes of the membership of the Columbia Chorale; shall give, or cause to be given, notice of all meetings of the Board of Directors; and shall perform such other duties as may be assigned by the Board or President. The records of the Secretary shall be open to inspection by any member of the Board of Directors or Columbia Chorale member at any reasonable time.
Section 6. Treasurer: The Treasurer shall have custody of the Columbia Chorale funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Columbia Chorale; shall keep the monies of the Columbia Chorale in a separate account to the credit of the Columbia Chorale: shall disburse the funds of the Columbia Chorale as may be ordered by the Board, taking proper vouchers for such disbursements; shall render to the President and Directors at the regular meetings of the Board, or whenever they may require, an account of all transactions as Treasurer and of the financial condition of the Columbia Chorale. The Treasurer shall chair an ad hoc Finance Committee if such a committee is deemed advisable by the Board. The Treasurer shall make available to any auditor appointed by the Board the necessary information to complete any audit.
ARTICLE VI - COMMITTEES
topSection 1. Executive Committee: The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. It shall have and exercise, in the intervals between the meetings of the Board of Directors, all the powers of the Board which may lawfully be delegated in the management of the affairs of the corporation, except for those matters specified herein which require a vote of the full Board.
Section 2. Nominating Committee: The Board of Directors will serve as the Nominating Committee. Prior to the Annual Meeting of the membership the committee will meet in a special session and shall nominate new members for vacancies on the Board of Directors. It shall ask Performing Members and Community Members themselves to apply to the Board or to submit names of other members of the Columbia Chorale for potential Board membership. It shall fully inform prospective Board members of the responsibilities of the position for which they are being considered, and then obtain a commitment to serve from the nominee. Once adequate input has been received from the membership of the Columbia Chorale, relating to potential nominees, the Board will then, by majority vote, elect the new slate of Board members. The Board of Directors will present a list of its members and officers to the entire membership of the Columbia Chorale at the Annual Meeting.
Section 3. Committee Structure: Ad Hoc committees may be formed at the discretion of the Board and will serve only for the current fiscal year unless reappointed. The Chair of each committee shall be a Performing or Community Member of the Columbia Chorale. Other committee members need not be members of the Board, Performing, or Community Members.
ARTICLE VII - TRANSACTION OF BUSINESS
topSection 1. The Columbia Chorale shall not borrow money, or purchase, sell, lease, or otherwise dispose of any property, unless and until a resolution authorizing the same shall have been approved by a majority of the Directors of the Columbia Chorale at a regular or special meeting, duly convened upon proper notice of this purpose. All proceeds derived from any loan, sale, lease, rent, or donation shall be used for or applied to the lawful activities of the Columbia Chorale.
Section 2. The Columbia Chorale shall have the right and power to receive and invest monies to the extent necessary for the accomplishment of the purposes for which it is organized, and in so doing, may realize an excess income over budget. All monies so received shall be applied to the maintenance and operation or the furtherance of the lawful activities of the Columbia Chorale, and in no case shall such monies be divided or distributed in any manner whatsoever among the Directors of the Columbia Chorale or other members.
ARTICLE VIII - AMENDMENTS
topSection 1. These By-laws may be amended by a two-thirds vote of the total membership of the Board of Directors, provided that written notice (may be electronic) of the meeting at which the proposed amendment(s) will be discussed is circulated to the Directors at least two weeks prior to the date of the meeting.
ARTICLE IX - RATIFICATION
topSection 1. After approval of any amendments by the Board of Directors they must then become ratified by the same Board. This ratification process may not occur in the same meeting as the Amendment process to allow time for the amendments to made available to the general membership for comment. The ratification meeting will not take place any sooner than two weeks following the amendment meeting. After ample time has been given for comment by the general membership these By-laws shall be submitted for ratification by a two-thirds vote of the total membership of the Board of Directors.