Marion Civic Chorale, Inc. Bylaws Article I Name and Statement
Transcription
Marion Civic Chorale, Inc. Bylaws Article I Name and Statement
Marion Civic Chorale, Inc. Bylaws Revised April 13, 2015 Revised July 21, 2011 Previous Bylaws 04/09/07 Article I Name and Statement The name of this organization shall be the Marion Civic Chorale, Inc., hereinafter referred to as the Marion Civic Chorale, or MCC. The MCC is a (501)(c)(3) non-profit arts organization that includes, but is not limited to: Performing music in the community to fund music scholarships to high school and college students to pursue a career in the music field Perform choral and instrumental music works from all music periods Present workshops and clinics for singers of choral music works Provide a means for talented musicians to perform musical works Enhance audience understanding of choral music through lectures, program notes, and performance venues throughout the area Provide an educational music supplement for students Article II Location The MCC shall meet for rehearsals at an appropriate location. The mailing address of the organization is: P.O. Box 2674 * Ocala, FL * 34478. Article III Membership Types of Membership (Section 1) Membership in the MCC is open to all singers in the Marion County and surrounding areas and does not discriminate regarding race, color, religion, sex, age, handicap, or sexual orientation. The director may call auditions to ensure vocal continuity. The Board may terminate a membership in the case of unseemly conduct. (Section 2) Membership in the MCC includes: 1. Active Members 2. Student Members 3. Associate Members 4. Honorary Life Members Active membership is open to any person interested in singing/performing with the MCC. Active members obtain membership as specified in the Standing Rules of the organization. Student membership is open to any high school or local state college student interested in participating with the MCC. Students do not pay dues. 1 Associate membership is available for those persons who show interest in the organization and who would be available to assist in the functions necessary to carry forth its activities. These members might include: guest singers, accompanists, financial donors, or other non-musical contributors/participants who do not pay dues. The Board of Directors may award honorary Life membership to individuals who have made significant contributions to the MCC. Recipients of such awards must have been active members for the past five years and do not pay dues. Nominations for Honorary Life membership may be submitted by any member of the association. Dues Membership dues are set by the Board of Directors. In cases of financial need, fees may be waived by the Board. Only members who have paid dues may perform in concerts. Concert performances are limited to members meeting the criteria in Article III. (Section 1) A one-time music fee shall be assessed and paid by each new Active member prior to issuance of music. The music fee is established by the Board of Directors and set forth in the Standing Rules of the organization. (Section 2) Annual and semi-annual dues for Active members of the MCC are listed in the Standing Rules of the organization. (Section 3) Annual active members whose dues are more than two months in arrears from November 1st, or second semester members whose dues are more than two months in arrears from March 1st shall be dropped from the membership rolls. Any exceptions will be approved by the Board of Directors. Attendance Regular attendance at rehearsals is expected. Singers should be registered by the dues deadlines. Anyone wishing to join after the deadline must have permission from the director to sing in performances. Attire Members shall be responsible for acquiring and wearing performance attire as set by the Board. In cases of financial need, assistance can be arranged through the Board. The MCC will assume all concert attire fees for student singers. Any singer joining after the deadline will be responsible for priority shipping of a costume. 2 Article IV Board of Directors Membership (Section 1) The MCC is governed by a Board of Directors consisting of six members from the chorale and one non-chorale member from the community. Recommendations for the Community Liaison position may be made by any MCC member to the nominating committee. (Section 2) The officers of the board include: President Vice President Secretary Treasurer Member at Large Past President Community Liaison Non-Voting Membership The director is a non-voting member of the board. Terms of Office Members of the Board of Directors serve 2 terms, with new terms beginning July 1st. It is encouraged that board members not serve more than two consecutive terms of office in the same position. Election of Board of Directors (Section 1) The terms of office will begin with elections of the President, Secretary, and Treasurer who will begin their 2-year term of office on July 1st of odd numbered years. The pastpresident shall remain on the board under the election terms of the President. (Section 2) The elected positions of Vice President, Member-at-Large, and Community Liaison will begin their 2-year term of office on July 1st of even numbered years. Vacancies of Board of Directors (Section 1) A board member may resign by submitting a letter to the President. The vacated position will be filled by appointment of the Board until the next election. 3 (Section 2) If the resignation is from the President, the Vice President will assume the duties of the President until the next election. The Board will appoint a member to fill the Vice President’s position. (Section 3) In the event the President is elected for more than one term, the Past President shall also continue to serve. In the event the Past President cannot continue to serve, the position will be appointed by the Board in the following order: 1. Former Past President 2. Former Board of Director Member 3. Active Member (Section 4) A (2/3) vote of the Board of Directors is required to remove an officer for just cause. Board Responsibilities The Board sets the direction of the MCC through a yearly Program of Work. The Board shall be responsible for all activities, property, and funds of the chorale and shall have the right, power, and authority to perform all deeds necessary to accomplish the goals of the chorale. The Board shall conduct a performance review of the director as established in the Program of Work. It is recommended that each Board member serve on one committee or appointed position to keep continuity of established goals. Conflict of Interest The primary duty of the Board of Directors should be to conduct business for the benefit of the MCC. When the Board is making financial and/or policy decisions, it is the responsibility of the Board members to disclose any conflict of interest. Article V Officer Descriptions The responsibilities of the officers are to carry out the duties which promote the purposes of the MCC. To this end, the duties shall be those usually performed by the holders of the designated offices, as well as those specifically authorized through the MCC Bylaws and Incorporation. Each member of the Board of Directors shall provide a year-end report during the Annual Business Meeting. (Section 1) THE PRESIDENT SHALL: 1. Be the Executive Officer of the MCC, Inc. and shall oversee the Annual Report to the membership. 2. Be responsible for notifying the membership of all meetings of the MCC. 3. Preside over all meetings of the Board of Directors and report to the membership. 4. Appoint a parliamentarian to serve at meetings, as needed. 4 5. Keep the membership of the MCC currently informed of developments involving the organization. 6. Appoint all standing and special committees and serve in an ex-officio capacity. 7. The President shall appoint, but shall not serve on the nominating committee. 8. Work with the Treasurer in preparing the annual budget. 9. Sign, execute and approve all contracts and other documents authorized by the Board. Appoint, as needed, another Board member as his/her designee to sign authorized documents. 10. Confer with the Board of Directors on all matters of importance to the organization. 11. Oversee the preparation and execution of the Annual Program of Work. (Section 2) THE VICE PRESIDENT SHALL: 1. Perform the duties of the President during his/her absence, or when the office is declared vacant. 2. Chair the Bylaws committee and make recommendations to the Board and membership. 3. Maintain a record book(s) in which the bylaws, special rules of order, standing rules, and amendments are recorded. 4. Serve as ex-officio member to all committees as appointed by the President. 5. Recommend concert venues and coordinate with the Publicity Committee for advertising and programs. 6. Serve in such other capacities as may be requested by the President. (Section 3) THE SECRETARY SHALL: 1. Keep an accurate record and file of all MCC business to include correspondence, minutes and historical information. 2. Within 7-10 days after a meeting, submit, via email, a copy of minutes to the Board of Directors for review. 3. Maintain a complete record of all members to include name, address, phone numbers and email addresses. (Hard copy directories provided to those who request it.) 4. Keep the board and members apprised of all communications addressed to the organization and attend to all correspondence relevant to the office of secretary. 5. Design, prepare and distribute new member information forms in cooperation with the director, treasurer, and costume chairman. 6. Serve in such other capacities as may be requested by the President. 5 (Section 4) THE TREASURER SHALL: 1. Maintain accurate financial records, receive all income, make bank deposits and pay bills, including stipend contracts in a timely manner. 2. Furnish such financial reports as the President, Board, or a majority of the eligible voting members at a business meeting may direct. 3. Present periodic reports to the Board comparing income/expenses to the budget. 4. Be accountable for MCC funds as outlined in Article III and the Standing Rules of these By-laws. 5. Maintain all incorporation documents and seal, and comply with state and federal requirements for the preservation of the organization. 6. Be responsible for maintaining the tax reports and (501)(c)(3) certificate. 7. Prepare the Annual Budget for the next season. 8. Insure financial records are prepared and submitted for audit in a timely manner. 9. Prepare the stipend contracts for the director, accompanist and guest musicians. 10. Assist with fundraising and/or grant opportunities. 11. Serve in such other capacities as may be requested by the President. (Section 5) THE MEMBER-AT-LARGE SHALL: 1. Represent all elements of the membership on the Board of Directors. 2. Make recommendations for committee appointments. 3. Provide informational updates regarding liaison organizations including grant opportunities. 4. Serve as chair of the Patron Committee. 5. Serve as chair of the Social Committee. 6. Serve in such other capacities as may be requested by the President. (Section 6) THE PAST PRESIDENT SHALL: 1. Perform the duties of the President when the President and Vice President are unable to carry out the function. 2. Serve in a consultant capacity to assist in providing continuity in MCC programs, projects, and activities. 3. Serve as liaison between the MCC and any small groups. 4. Act as Goodwill Ambassador for the MCC (cards, remembrances, etc.) 5. Serve as host toward visitors, student members and potential new members. 6. Serve in such other capacities as may be requested by the President. 6 (Section 7) THE COMMUNITY LIAISON SHALL: 1. Work with and provide support to the MCC Board of Directors. 2. Advocate for the MCC within the community. 3. Troubleshoot, as necessary, controversial issues. 4. Be fully informed of and engaged in the MCC Program of Work. 5. Attend community meetings to promote the MCC, when possible. (Section 8) THE MUSIC DIRECTOR SHALL: 1. Serve as the conductor of the MCC. 2. Announce all section vacancies, auditions, and notify the President and Secretary of new Active members. 3. Supervise and direct the MCC accompanist. 4. Assist in the selection of the MCC accompanist. 5. Select and arrange for purchase of music and music-related supplies, within Board approved budget. 6. Develop all concert programs and recommends guest artists. 7. Negotiate artist’s fees within Board approved budget. 8. Make recommendations to the Concert and Set-Up Committees for sound and staging. 9. Provide input for the Grat L. Rosazza Scholarship. 10. Notify the Board of any small groups emanating from the membership. 11. Other duties according to formal job description. 12. Serve as a non-voting member of the Board of Directors. (Section 9) THE ACCOMPANIST SHALL: 1. Accompany all rehearsals for the Chorale. 2. Accompany all concerts and educational performances of the Chorale. 3. Accompany sectional rehearsals for the Chorale when asked by the Director. 4. Accompany any small group(s) or soloists for final rehearsals and concerts. 5. Accompany the Chorale for any special events and workshops. 6. Arrange for a suitable substitute when absent. 7. Listen for accuracy of notes sung by the Chorale and offer positive feedback to the Director, as needed. 8. Offer suggestions for guest artists (soloists, guest instrumentalists, small groups). 9. Make recommendations to the Director for sound and staging. 10. Other duties according to formal job description. 7 ARTICLE VI CONSULTANTS, MUSICIANS, OTHER PERSONNEL & SERVICES The MCC may employ personnel and enter into contracts for special services related to MCC activities with independent contractors. ARTICLE VII COMMITTEES Standing Committees (Section 1) The Board of Directors for the MCC may form standing committees whose functions do not affect the rules of parliamentary procedure governing standing committees. These committees are listed in the Standing Rules of the organization and report to the membership or to the Board of Directors, as the need arises. The President shall appoint the Committee Chairman. (Section 2) The President shall appoint an Ad Hoc Auditing Committee in April of each year, exclusive of the Standing Rules. Appointed Positions The President shall appoint individuals, as needed, to fulfill obligations and duties of the position. These positions do not require there to be a committee unless the appointee so desires. Appointed Positions are found in the Standing Rules. ARTICLE VIII MEETINGS & REHEARSALS (Section 1) Meetings of the MCC shall be designated as: 1. Annual Business Meeting 2. Special Business Meeting 3. Board of Directors' Meeting 4. Rehearsals (Section 2) The Annual Business meeting of the MCC shall be held annually between March 15 and April 15, with the exact date selected by the Board of Directors. Notification to the membership will be given at least fourteen (14) days prior to the date. The primary purpose of the meeting is to transact normal business, hear an annual report from the Board of Directors, elect new Board members for the ensuing year, and to meet the statutes of the incorporation. A majority of Active members attending shall constitute a quorum. 8 (Section 3) A Special Business Meeting of the MCC may be called by the President with the approval of 2/3 of the Board of Directors. The primary purpose of a Special Business Meeting is to present to the membership business of such immediate importance that it cannot be delayed until the Annual Business Meeting. The membership will be given at least seven (7) days notice, including time, date, place, and purpose. A majority of Active members attending shall constitute a quorum. (Section 4) The Board of Directors of the MCC shall meet at the call of the President at least four times each year between the Annual Business Meeting and the next succeeding one. The President will give at least seven (7) days notice prior to board meetings. In the event of an emergency situation, the President or any board member may call a meeting with less than seven-days (7) notice, provided (2/3) of the board members verbally agree. A majority of voting Board Members shall constitute a quorum at any meeting of the Board of Directors. (Section 5) The Board of Directors shall implement a Program of Work, to include a yearly budget and calendar of events, in order to effectively carry out the purpose of the MCC. The Board of Directors shall endorse and oversee any small groups associated with the MCC. (Section 6) The MCC will rehearse on a weekly basis at the time and place established in the Standing Rules of the organization. Special rehearsals and workshops may be called at the discretion of the Music Director with the approval of the Board of Directors and advanced notice to the membership. (Section 7) Active members in good standing are entitled to participate in all activities of the MCC, including the right to vote upon business at any Annual or Special Business Meeting, and the right to hold office. Student members have the same rights and privileges as Active members, but do not pay dues. Associate members are entitled to participate in all activities of the MCC but without voting privileges. Associate members do not pay dues. Honorary Life members are entitled to all rights and privileges of Active membership, but do not pay dues. The Director and Accompanist are paid a stipend. 9 ARTICLE IX AUTHORIZATION OF EXPENDITURES (Section 1) The President, upon assuming office, may authorize the Secretary and/or Treasurer to purchase necessary office supplies and postage, with amount specified in the budget. (Section 2) Reimbursement to MCC officers or committee members may be authorized by the Board of Directors provided it is clearly established that such requests for reimbursement were necessary for the discharge of the business of the organization. All reimbursements requests shall be approved by the President. (Section 3) Reimbursement for travel, per diem, and incidental expenses, as outlined in Section 2 above, may be authorized by the Board of Directors, but may not exceed the allowances currently established by Federal IRS laws. ARTICLE X ACCOUNTABILITY FOR ASSOCIATION FUNDS (Section 1) The funds of the MCC, regardless of their source, shall be entrusted to the Treasurer for deposit, disbursement, and accountability in accordance with Section 2-5 below. (Section 2) All funds of the MCC, regardless of source, shall be deposited as received by the Treasurer in account(s) in the name of the association in bank(s) incorporated and operating under the laws of Florida. Deposit slips, receipted by the bank, are to be maintained on file by the Treasurer in support of such deposits. Monies collected for concerts or special events will be documented according to the Standing Rules. (Section 3) Expenditure of MCC funds over the amount stipulated in the Standing Rules shall be made by a check drawn against the checking account as a budgeted item and signed by the Treasurer and President (or President’s designee). Each expenditure shall be made a matter of record in the minutes of the board meeting. A receipt for each disbursement will be filed for audit. (Section 4) Each month, the Treasurer shall obtain from the appropriate bank(s), a statement of account with supporting documentation for reconciliation. The Treasurer will also maintain a current record of all financial transactions of the MCC and furnish such financial reports as the President, Board of Directors, or a majority of the Active members at a business meeting may direct. The Treasurer will submit periodic reports comparing expenditures to the budget line categories. Board approval is required if expenditures for the fiscal year exceed 10% of the total budget. Any non-budgeted expense over $500 requires board approval. 10 (Section 5) The fiscal year of the MCC shall be from July 1 through June 30 of each year. The financial records of the MCC shall be audited in a timely fashion at the close of the fiscal year by the auditing committee. The Auditing Committee shall make an audit report to the membership at a Special Meeting called in September. Audit records shall be kept for a period of five years. Computer records should be kept indefinitely. (Section 6) Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XI PARLIAMENTARY AUTHORITY The most recently revised Robert's Rules of Order shall be the final authority for the MCC on all questions of procedure and parliamentary law not covered by the Bylaws of this organization. ARTICLE XII AMENDING THE BYLAWS (Section 1) Amendments to the MCC Bylaws may be proposed in writing to the Board at any meeting. Upon approval, by a majority vote of the Board, the Bylaws of the MCC may be amended after receiving a majority vote of Active members present in good standing at a legally constituted business meeting, provided the membership has received the proposed changes, in writing, at least fourteen (14) days in advance of the meeting. (Section 2) By-law revisions will be dated and published on the MCC web site. (Section 3) Amendments to the Standing Rules may be acted upon by a majority vote of the Board of Directors at any legally constituted business meeting and will be dated and published. 11 STANDING RULES STANDINGMCC RULES Revised 04/13/2015 Revised 07/21/2011 Previous Standing Rules 03/11/07 1. Active members of the MCC are the singers who have auditioned for the Music Director, or a designee, and been accepted into the Soprano, Alto, Tenor, or Bass section. 2. Dues for Active members are $50.00 annually. Members who join during the 2nd semester will be assessed $25.00 dues. 3. A one-time, non-refundable, music deposit of $30.00 shall be accessed to each new Active member, and is payable upon acceptance. If an Active member chooses to leave the MCC, all music and folders are to be returned and accounted for by the Librarian. Active members who wish reinstatement may be assessed the $30.00 new member fee, as determined by the Librarian. 4. The MCC shall meet each Monday at St. George Anglican Cathedral, Ocala, from 6:45 PM to 9:00 PM. Flexibility in rehearsal time is at the discretion of the Music Director and will be announced to the membership. 5. There is no inactive status in the MCC. 6. The MCC will have a flexible summer schedule. 7. Standing Committees of the MCC may be, but are not limited to: A. Advertising B. Concert C. Costume D. Patron (Member at Large, Chairman) E. Production/Set-up F. Public Relations/Publicity G. Scholarship H. Social (Member at Large, Chairman) 12 8. 9. Appointed Positions of the MCC may be, but are not limited to: A. Bylaw (VP Chairman) B. Education C. Grant Writer D. Librarian F. Section Leaders G. Web Master Monies collected for concerts or special events will be counted by the Treasurer and verified by another member for audit. All monies should be counted at the time of collection. 10. Assistant music director(s) shall be recommended by the Music Director. 11. Active/Student/Associate/Honorary Life members and contracted personnel are personally responsible for medical and liability insurance. MCC is not responsible for personal injuries during any MCC activity. 12. The Secretary/Treasurer may spend up to $100 for postage and supplies, budget permitting. 13. Checks for expenditures under $350 may be signed by one authorized officer. Checks exceeding $350 must be signed by the Treasurer and President (or designee). 14. Rental for the MCC trailer and risers shall be $200.00. Appropriate forms between the renter and the MCC will be completed prior to release of the trailer/risers. 15. Small groups emanated from the MCC shall follow the Small Group Procedures attached to these standing rules, as adopted by the MCC Board of Directors on 10/02/01. 16. When possible, an annual scholarship of $500.00 will be awarded by the MCC to an area high school senior or community college student. Guidelines for the award shall be established by the scholarship committee and approved by the board of directors. If budgeted, multiple scholarships may be awarded. 17. Scholarship winners will be given lifetime membership to the MCC. 18. When necessary, the Librarian shall submit to the treasurer for payment, all reporting forms for music performed by the chorale and small groups in compliance with ASCAP (American Society of Composers, Authors, and Publishers). 13