BYLAWS
U.C. ALUMNI CHORUS,
INC.
a
ARTICLE
1.
OFFICES
Section 1. Principal Office
The
principal office of the corporation for the transaction of business is
the
office of UC Choral Ensembles [UCCE], of the
Section 2. Change of Address
The
county of the corporation's principal office can be changed only by
amendment
of the Bylaws. The Board of Directors [Board] may change the principal
office
to another
Section 3. Other Offices
The
corporation may also have offices at such other places, within or
without the
State of
ARTICLE
2.
PURPOSES
Section 1. Objectives and Purposes
The
corporation's goals shall include the performance of vocal music by
former
students of the U.C. Berkeley, the supplemental music education and
training of
alumni of the
Section 2. Specific Annual Goals
The
chorus shall present at least two distinct major public concerts each
year. It
shall perform additional concerts, private and public, and be active in
other
ways to meet its goals. The chorus may invite or allow non-members to
perform
with it under unusual circumstances.
Section 3. Nondiscrimination
The
corporation shall not discriminate against any member or applicant for
membership on any of the following grounds: Race, color, sex, religion,
marital
status, national origin, ancestry, physical or mental handicap, medical
condition, status as a Vietnam-era veteran or disabled veteran, or,
within the
limits imposed by law, age or citizenship. The chorus may refuse to
perform for
any organization which discriminates on any of the above bases.
Section 4. Recognition of UCCE Council
When
it is possible and desirable, the corporation shall recognize decisions
of the
UCCE Council as binding.
ARTICLE
3.
MEMBERS
Section 1. Determination and Rights of
Members
The
corporation shall have one class of members. No member shall hold more
than one
membership in the corporation. Except as expressly
provided
in the Articles of Incorporation or Bylaws, all memberships shall have
the same
rights, privileges, restrictions, and conditions. Unless these
Bylaws
are amended to add classes of members, all members of the corporation
shall be
members of the performance group known as the U.C. Alumni Chorus.
Section 2. Chorus Composition
(a) Membership
in the Chorus shall consist primarily of former and graduate students
of U.C.
Berkeley. No more than 35% of the Chorus may consist of persons who do
not so
qualify for membership.
(b) No
more than 33% of the Chorus may consist of persons who do not qualify
for
membership under part (a) of this section, but who are alumni of
another U.C.
campus or on the faculty of, or employed by, U.C. Berkeley.
(c) No
more than 10% of the Chorus may consist of persons not covered by
subsections
(a) or (b), above.
(a) Be
eligible for membership.
(b) Successfully
audition with the Music Director.
(c) Pay
dues and agree to comply with the Bylaws.
Section 4. Annual Reaudition
Once
each year, usually in May or June, the Music Director may reaudition
each member of the chorus. The Music Director shall then decide which
members
shall remain in the chorus. This decision will be based on each
member's
musical abilities and past performance with the chorus, as well as the
needs
and balance of the chorus.
Section 5. Fees, Dues, and Assessments
(a) There
shall be no membership application fee.
(b) The
annual dues payable to the corporation shall be determined by
resolution of the
Board.
(c) Memberships
shall be nonassessable.
Section 6. Number of Members
The
number of members shall be set by joint decision of the Board and the
Music
Director.
Section 7. Membership Records
The
corporation shall keep records containing the name, address, and other
relevant
information of each member. Termination of the membership of any member
shall
be recorded in the record, together with the date of termination. This
record
shall be kept at the corporation's principal office and be available
for inspection
by any member during regular business hours.
Section 8. Nonliability
of
Members
A
member of is not, as such, personally liable for corporate debts.
Section 9. Nontransferability
of Membership
No
member may transfer a membership or any right arising therefrom.
All membership rights cease upon a member's death.
Section 10. Termination of Membership
(a) Grounds
for Termination The
membership of a
member shall terminate upon the occurrence of any of the following
events:
(1) Upon
a member's notice of his or her voluntary termination delivered to the
Manager
or Secretary personally or by mail, such membership to terminate at the
delivery or mailing of the notice.
(2) Upon
a determination by the Board that the member has engaged in conduct
materially
and seriously prejudicial to the interests or purposes of the
corporation.
(3) Upon
a determination by the Board that a member is not contributing
satisfactorily
to the chorus, as evidenced by absence, tardiness, or refusal to
cooperate in rehearsal
or performance requirements.
(4) Upon
a failure to pay dues within 30 days of their due date, such
termination to be
effective 30 days after a written notification of delinquency is given
personally or mailed by the Secretary. A member may avoid such
termination by
paying delinquent dues within 30 days following the member's receipt of
the
delinquency notice.
(5) Upon
a determination by the Music Director that a member is not contributing
musically to the chorus.
(b) Expulsion
by the Board Following the
determination that a member should be expelled under sections (a)(2) or
(a)(3),
the following procedure shall be implemented:
(3) Following
the hearing, the Board shall decide whether the member should be
expelled,
suspended, or sanctioned in some other way. The decision of the Board
shall be
final.
(4) A
member expelled from the corporation shall not receive any refund of
dues
already paid.
(c) Expulsion
by the Music Director Following the Music Director's
decision
that a member should be expelled under subsection (a)(5) the following
procedure shall be implemented:
(1) The
Music Director shall communicate this decision to the Manager.
(2) The
Manager shall notify the member in writing.
(3) The
Music Director's decision shall be final.
Section 11. Rights on Termination of
Membership
All
rights of a member in the corporation shall cease on termination of
membership.
Section 12. Amendments Resulting in the
Termination of
Membership
Notwithstanding
any other provision of the Bylaws, if any amendment of the Articles of
Incorporation or of the Bylaws of this corporation would result in the
termination of all memberships, then such amendment or amendments shall
be
effected only in accordance with the provisions of Corporations Code
section
5342.
ARTICLE
4. MEETINGS
OF MEMBERS
Section 1. Place of Meetings
Meetings
of members shall be held at the corporation's principal office or at
another
place as the Board resolves.
Section 2. Annual Meeting
The
members shall meet annually to elect officers and directors and to
transact
other business at 3:00 p.m. on the first Saturday in February; the term
of
office for officers and directors so elected shall commence on the
following
July 1. Cumulative voting for officers and directors shall not be
permitted.
Officers and directors shall be elected by majority vote. Each voting
member
shall cast one vote, with voting being by ballot only. The annual
meeting of
members to elect officers is a regular meeting. Any reference in these
Bylaws
to regular meetings of members refers to this annual meeting. No notice
of the
annual meeting need be given unless the time or place of the meeting is
changed.
Section 3. Special Meetings of Members
Special
membership meetings may be called by the Board or the Manager. Special
membership meetings for any lawful purpose may also be called by 8
members.
Section 4. Notice of Special Meetings
(a) Time
of Notice Whenever members
are required
or permitted to take action at a meeting, written notice of the meeting
shall
be given by the Secretary at least ten but no more than ninety days
before the
date of the meeting to each member who, on the record date for the
notice of
the meeting, is entitled to vote. If the notice is mailed, it shall be
mailed
at least twenty days before the meeting.
(b) Manner
of Giving Notice Notice of a
membership
meeting or any report shall be given either personally or by mail or
other
means of written communication, addressed to the member at the address
of such
member appearing on the books of the corporation or given by the member
to the
corporation for the purpose of notice; or if no address appears or is
given, at
the place where the principal office of the corporation is located.
Notice
shall be deemed to have been given when delivered personally or
deposited in
the mail or sent by other means of written communication.
(c) Contents
of Notice Notice of a membership meeting shall state the
place,
date, and time of the meeting, and, in the case of a special meeting,
the
general nature of the business to be transacted, and no other business
may be
transacted. Subject to any contrary Bylaw provision, any proper matter
may be
presented at a regular meeting for action. The notice of any membership
meeting
at which officers or directors are to be elected shall include the
names of all
those who are nominees at the time notice is given to members.
(d) Notice
of Meetings Called by Members If a special meeting is
called by
members as authorized by these Bylaws, the request for the meeting
shall be
submitted in writing, specifying the general nature of the business
proposed to
be transacted and shall be delivered personally or sent by certified
mail to
the Manager or Secretary. The officer receiving the request shall
promptly
cause notice to be given to the members entitled to vote that a meeting
will be
held, stating the date, time, and place of the meeting. The date for
such a
meeting shall be fixed by the Board and shall not
be less
than ten nor more than forty-five days after receipt of the request for
the
meeting. If the notice is not given within twenty days after the
receipt, the persons calling the meeting may give the notice
themselves.
(e) Waiver
of Notice of Meetings The
transactions
of any membership meeting, however called and noticed, and wherever
held, shall
be valid if a quorum is present in person, and if, either before or
after the
meeting, each of the persons entitled to vote, not present, signs a
written
waiver of notice or consent to the holding of the meeting or an
approval of its
minutes. All such waivers, consent, and
approvals
shall be filed with the corporate records or made a part of the minutes
of the
meeting. Waivers of notice or consents need not specify either the
business to
be transacted or the purpose of any regular or special membership
meeting,
except that if action is taken or proposed to be taken for approval of
any of
the matters specified in subsection (f), the waiver of notice or
consent shall
state the general nature of the proposal.
(f) Special
Notice Rules for Approving Certain Proposals If action
is
proposed to be taken or is taken with respect to the following
proposals, such
action shall be invalid unless unanimously approved by those entitled
to vote
or unless the general nature of the proposal is stated in the notice of
meeting
or in any written waiver of notice:
(1) Removal
of officers without cause;
(2) Filling
of vacancies on the Board by members;
(3) Amending
the Articles of Incorporation; or,
(4) An
election to voluntarily liquidate and dissolve the corporation.
Section 5. Alternative Method of Notice of
Special
Meetings
When
the full chorus is rehearsing on a regular, weekly basis, a special
meeting may
be called by distributing a written notice to each member present at a
rehearsal
and mailing the same notice on the following day to each member not
present at
that rehearsal. The contents of the notice shall be as described in
section
4(c) of this article. Such a meeting shall begin immediately following
the next
regular, weekly rehearsal at the location of that rehearsal.
Section 6. Quorum for Meetings
(a) A
quorum shall be one more than one-half of the members of the
corporation. The
members present at a duly called and held meeting at which a quorum is
initially
present may continue to do business notwithstanding the loss of a
quorum at the
meeting due to a withdrawal of members from the meeting, but any action
taken
after the loss of a quorum must be approved by at least a majority of
the
members required to constitute a quorum.
(b) In
the absence of a quorum, any membership meeting may be adjourned from
time to
time by a vote of the majority of the members present, but no other
business
shall be transacted at such a meeting.
(c) When
a meeting is adjourned for lack of a sufficient number of members at
the
meeting or otherwise, it shall not be necessary to give any notice of
the time
and place of the adjourned meeting or of the business to be transacted
such
meeting other than by announcement at the meeting at which the
adjournment is
taken of the time and place of the adjourned meeting. However, if after
the
adjournment a new record date is fixed for notice or voting, a notice
of the
adjourned meeting shall be given to each member who, on the record date
for
notice of the meeting, is entitled to vote at the meeting. A meeting
shall not
be adjourned for more than forty-five days.
(d) Notwithstanding
any other provision of this article, if this corporation authorizes
members to
conduct a meeting with a quorum of less than one-third of the voting
power,
then, if less than one-third of the voting power actually attends a
regular
meeting, in person, then no action may be taken on a matter unless the
general
nature of the matter was stated in the notice of the regular meeting.
Section 7. Majority Action as Membership
Action
Every
act or decision done or made by a majority of voting members present in
person
at a duly held meeting at which a quorum is present is the act of the
members,
unless the law, the Articles of Incorporation of this corporation, or
the
Bylaws require a greater number.
Section 8. Voting Rights
Each
member is entitled to one vote on each matter submitted to a vote by
the
members. Voting at duly held meetings shall be by a show of hands
unless the
members request, by a successful motion, that the vote be by ballot.
Election
of officers, however, shall be by ballot. These ballots will be counted
by two
members, not running for office, appointed by the person chairing the
meeting.
Section 9. Proxy Voting Prohibited
Members
entitle to vote shall not be permitted to vote or act by proxy, and no
provision in the Bylaws referring to proxy voting shall be construed to
permit
any member to vote or act by proxy.
Section 10. Conduct of Meetings
Membership
meetings shall be presided over by the
Manager, or in
his or her absence, by another officer, or in the absence of all
officers, by a
member chosen by a majority of the voting members present. The
Secretary of the
corporation shall act as secretary of all membership meetings. If he or
she is
unavailable the presiding officer shall appoint someone to act as
secretary.
Meetings
shall be governed by Roberts’ Rules of Order, as revised,
insofar as
such rules are not inconsistent or in conflict with the Bylaws, with
the
Articles of Incorporation, or with any provision of law.
Section 11. Action by Written Ballot Without a Meeting
(a) Any
action which may be taken at any regular or special membership meeting
may be
taken without a meeting if the corporation distributes a written ballot
to
every member entitled to vote on the matter. The ballot shall set forth
the
proposed action, provide an opportunity to specify approval or
disapproval of
each proposal, provide that if the person solicited specifies a choice
with
respect to any such proposal the vote shall be cast in accordance
therewith,
and provide a reasonable time within which to return the ballot to the
corporation. Ballots shall be mailed or delivered in the manner
required for
giving notice of meetings specified in section 4(b) of this article.
The
Manager will appoint two members to count the ballots.
(b) All
written ballots shall also indicate the number of responses needed to
meet the
quorum requirements and, except for ballots soliciting votes for the
election
of officers, shall state the percentage of approvals necessary to pass
the
measure submitted. The ballots much specify the time by which they must
be
received in order to be counted.
(c) Approval
of action by written ballot shall be valid only when the number of
votes cast
by ballot within the time period specified equals or exceeds the quorum
required to be present at a meeting authorizing the action, and the
number of
approvals equals or exceeds the number of votes that would be required
to
approve the action at a meeting at which the total number of votes cast
was the
same as the number of votes cast by written ballot.
(d) A
written ballot may not be revoked after its receipt by the corporation
or its
deposit in the mail, whichever occurs first.
Section 12. Reasonable Nomination and
Election
Procedures
(a) This
corporation shall make available to members nominating and election
procedures
for the election of officers. The procedures shall be reasonable given
the nature,
size, and operations of the corporation.
(b) A
member may nominate any member who is qualified to be elected to an
office at
the annual meeting. The Nominating Committee, as described in Article
7,
Section 3, shall also make nominations of qualified members to run for
office.
(c) If
the corporation has five hundred or more members, any of the additional
nomination procedures specified in subsections (a) and (b) of
Corporations Code
section 5521 may be used to nominate persons for election to an office.
If the
corporation has five thousand or more members, then the nomination a election procedures specified in Corporations
Code section
5522 shall be followed by this corporation in nominating and electing
persons
to offices.
Section 13. Action by Unanimous Written
Consent Without a Meeting
Except
as otherwise provided in the Bylaws, any action required or permitted
to be
taken by the members may be taken without a meeting, if all members
individually or collectively consent in writing to the action. The
written
consent or consents shall be filed with the minutes of the proceedings
of the
members. The action by written consent shall have the same force and
effect as
the unanimous vote of the members.
Section 14. Record Date for Meetings
The
record date for purposes of determining the members entitled to notice,
voting
rights, written ballot rights, or any other right with respect to a
meeting of
members or any other lawful membership action, shall be fixed pursuant
to
Corporations Code section 5611.
ARTICLE
5.
DIRECTORS
Section 1. Number and Term
The
affairs of this corporation shall be governed by a Board of Directors
[Board]
consisting of five (5) directors elected by the members of the
corporation at the
annual meeting of members. Directors shall serve a two year term;
provided,
however, that at the first election of directors, three (3) directors
shall be
elected for a two year term, and two (2) directors shall be elected for
a one
year term. The number of directors may be changed by a vote of the
members of
the corporation. Voting directors must be members of the Alumni
Association.
Section 2. Ex Officio Directors
The
Manager, Secretary, Treasurer and the Music Director are also ex
officio
members of the Board. Subject to Article 7, Section 1 of these Bylaws, ex
officio members shall attend and participate in Board meetings, but
shall
not be entitled to a vote.
Section 3. Eligibility
Any
member is eligible to serve as a director, except that no person shall
simultaneously serve as a director and an officer. Non-members shall be
eligible to serve as directors provided that they support the
objectives and
purposes of the corporation; and non-members shall not exceed twenty
percent
(20%) of the Board (except ex officio members).
Section 4. Duties
The
Board shall:
(a) Perform
all duties imposed by law, the Articles of Incorporation, or these
Bylaws;
(b) Provide
long-range planning and governance of the affairs of the corporation;
(c) Adopt
policies for matters not reserved to the members by these Bylaws;
(d) Report
at least annually to the members;
(e) Fill
vacancies among the officers as provided in Article 6, Section 4 of
these
Bylaws;
(f) Provide
for the financial well-being of the corporation, including provision
for such
fund development as may be necessary and desirable; and,
(g) Review
and approve a budget for the corporation annually.
Section 5. Meetings
Regular
meetings of the Board shall be held at least three (3) times each year
on the
call of the chairperson at such date, time and place as the chairperson
may
set. Special meetings of the Board may be called by any two (2) or more
directors upon written or oral notice given forty-eight (48) hours in
advance.
The notice of a special meeting shall designate the date, time, and
place of
the meeting and the business to be transacted. By unanimous written
consent of
the directors, action may be taken without notice or meeting.
Section 6. Conduct of Meetings
The
Board shall select one of its regular members (directors other than ex
officio members) to act as Chairperson and another regular director
to act
as its Secretary. The Chairperson shall serve at the pleasure of the
Board,
shall preside over its meetings and shall represent the Board or the
corporation when authorized to do so. The Secretary shall serve at the
pleasure
of the Board, keep the minutes of the Board meetings, and shall perform
such
other duties as are directed by the Board. A quorum, which is a
majority of regular
directors, shall be necessary to take any action, unless a different
number is
required by law.
Section 7. Vacancies
A
vacancy occurs when a director dies, resigns, ceases to act as
director, or is
removed by the members of the corporation, or the director’s term
expires.
Vacancies shall be filled by the vote of the members of the corporation
at the
annual or a special meeting of the members. Should a vacancy occur and
no
meeting of the members be called within thirty (30) days, or should the
members
fail to elect a new director at any meeting occurring within thirty
(30) days,
the Board may elect a director to fill the vacancy until the next
annual
meeting of the members.
Section 8. Non-liability
Directors
shall not be personally liable for the debts, liabilities, or other
obligations
of the corporation.
ARTICLE
6. OFFICERS
Section 1. Number of Officers
The
officers of this corporation shall be a Manager, Treasurer, Secretary,
Publicity Officer, Concert Officer, and Tour Manager. If the
corporation does
not anticipate performing on a tour during the following fiscal year,
the
office of Tour Manager need not be filled at the annual meeting. Two
offices
may not be held by the same person. The Manager is the corporation's
chief
executive officer.
Section 2. Qualification, Election, and Term
of
Office
Any
member may serve as an officer. Officers shall be elected by the
members at the
annual meeting and shall hold office until he or she resigns or is
removed or
is otherwise disqualified to serve, or until his or her successor shall
be
elected and qualified, whichever occurs first. An officer who ceases to
be a
member of the corporation shall forfeit his or her position as an
officer.
Officers must be members of the California Alumni Association.
Section 3. Removal and Resignation
Any
officer may be removed, either with or without cause, by a majority
vote of the
membership. Any officer may resign at any time by giving written notice
to the Board
or to the Manager or Secretary of the corporation. Any such resignation
shall
take effect when the notice is received or at a later date specified in
the
notice, and, unless the notice requires it, the resignation will be
effective
without formal acceptance. These provisions shall be superseded by
conflicting
terms in an employment contract with a corporate officer if the
contract has
been approved or ratified by the Board.
Section 4. Vacancies
Any
vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of an elected officer shall be filled by the Board. In the
event of
a vacancy in any office other than that of Manager, such vacancy may be
filled
temporarily by appointment by the Manager until the Board fills the
vacancy.
Vacancies in appointed offices may be filled as set forth in Section 10
of this
article.
Section 5. Duties of the Manager
(a) The
Manager shall be the chief executive officer of the corporation and
shall,
subject to the control of the Board, supervise and control the affairs
of the
corporation and the activities of the officers. He or she shall perform
all
duties incident to the office and such other duties as may be required
by law,
by the Articles, by the Bylaws, or as may be prescribed by the Board.
Unless
another person is appointed, the Manager shall preside at all officer
and
membership meetings. The Manager shall be in regular contact with the
president
of the UCCE Council. Except as otherwise provided by law, by the
Articles, or
by the Bylaws, the Manager shall, in the name of the corporation,
execute such
deeds, mortgages, bonds, contracts, checks, or other instruments which
may be
authorized by the Board.
(b) The
Manager works on a continuous basis with the Music Director.
Section 6. Duties of the Treasurer
The
Treasurer shall:
(a)
Subject to the provisions of the Bylaws relating to the "Execution of
Instruments, Deposits, and Fund," the Treasurer shall
:
(1) Have custody
of
and responsibility for all funds and securities of the corporation, and
deposit
all such funds in the name of the corporation in such depositories as
shall be
selected by the Board.
(2) Receive and
give receipt for monies due and payable to the corporation.
(3) Disburse or
cause to be disbursed corporate funds as directed by the Board or
officers,
taking proper vouchers for disbursements.
(4) Keep and
maintain adequate and correct accounts of the corporation's properties
and
business transactions, including accounts of its assets, liabilities,
receipts,
disbursements, and gain and losses.
(5) To exhibit as
requested, at reasonable times, the books of account and financial
records to
any director, his agent, or his attorney.
(6) Render to the
Manager and Directors, whenever requested, an account of any or all of
his or
her transactions as Treasurer and of the financial condition of the
corporation.
(7) Prepare, or
cause to be prepared, and certify, or cause to be certified, the
financial
statements to be included in any required reports, including the
reports
described in Article 9, Sections 6 and 7.
(b) Attend
meetings of the Board and present financial reports to the Board.
(c) In general,
perform all
duties incident to the office of Treasurer and such other duties as may
be
required by law, by the Articles, or by the Bylaws, or which may be
assigned by
the Board.
Section 6.5. Duties of the Secretary
The Secretary shall:
(a) Certify and keep at
the
principal office of the corporation the original, or a copy, of the
Bylaws as
amended or otherwise altered to date.
(b) Keep at the
principal office
of the corporation or at such other place as the Board determines, a
book of
minutes of all meetings of the officers and members, recording the time
and
place of holding, whether regular or special, how called, how notice
was given,
the names of those present, and the proceedings.
(c) See that all
notices are
given in accordance with the Bylaws or as required by law.
(d) Be custodian of
records and
the corporate seal, and see that the seal is affixed to all duly
executed
documents, the execution of which on behalf of the corporation under
its seal
is authorized by law or the Bylaws.
(e) Keep at the
principal office
a membership book containing the name and address of each member, in
the case
of a terminated membership, date of termination.
(f) To exhibit as
requested, at
reasonable times, the membership book and the minutes of the
proceedings of the
Board at reasonable times to any Director, his agent, or his attorney.
(g) Maintain the roster
of
current members, and ensure that the current roster is available to
members on
the members-only section of our website and, when requested, by hard
copy to
members.
(h) Be responsible for
providing
descriptions of chorus activities for chorus and UCCE publications.
(i)
Maintain the publicity mailing list database.
(j) Attend meetings of
the board
and the membership, and take minutes of all such meetings.
(k) Work with the
Webmaster to
ensure that our current roster, Bylaws, and minutes of officers, board,
and
membership meetings are posted to the “members only” section of our
website.
(l) Assist other
officers with
administrative tasks related to secretarial duties.
(m) Prepare necessary
paperwork
for retreats and membership meetings.
Section 7. Duties of the Concert Officer
(a) The
Concert Officer is responsible for obtaining concerts for the chorus,
organizing concerts, and for doing all non-musical work preparatory to
a
concert. Only the Board can commit the chorus to a performance.
(b) The
details of these tasks are set forth in the Concert Check List,
as
amended by the Board. The Concert Officer is responsible for the
maintenance
and updating of the Concert Check list.
Section 8. Duties of the Publicity Officer
(a) The
Publicity Officer is responsible for publicizing concerts, generating
publicity
for the chorus, marketing the chorus, and recruiting new members for
the
chorus. The Publicity Officer works with the Concert Officer on concert
publicity.
(b) A
more detailed description of the Publicity Officer's responsibilities are set forth in the Publicity Book, as
amended by
the Board. The Publicity Officer is responsible for the maintenance and
updating of the Publicity Book.
Section 9. Duties of the Tour Manager
The
Tour Manager is responsible, when the corporation grants approval by
membership
vote, for planning and organizing concert tours for the chorus. The
Tour
Manager does not have the authority to bind the chorus to perform a
concert or
tour without prior authorization. At the annual meeting the membership
may
decide not to elect a Tour Manager if no tour is anticipated.
Section 10. Subordinate Officers
(1) The
Manager, with the approval of the Board, shall appoint an interested
person as
Historian.
(2) The
Historian is responsible for maintaining the historical records of the
chorus,
which include the history books, concert programs, press clippings,
concert
reviews, photographs, and the like.
(3) The
Historian shall document each concert with programs, press clippings,
photographs, and audio recordings. The Historian shall present this
record to
the Board at its next regularly scheduled meeting. The annual history
records
shall be presented to the membership at its annual meeting.
(4) The
Historian shall also maintain a library of concert tapes for use by
members and
the Music Director.
(5) The
Historian is responsible for contributing news of members of the chorus
to the
SMA-V newsletter. The Historian is also responsible for keeping member
informed
of significant events in the lives of the other members.
(b) Music
Librarian
(1) The
Manager, with the approval of the Music Director, shall appoint a
member of the
chorus as Music Librarian.
(2) The
Music Librarian ensures that all members have folders and copies of
music at
all times. The Music Librarian communicates weekly with the Music
Director. The
Music Librarian maintains the music library by cataloging all music
owned or
used by the chorus, distributing music to members, retrieving music
from
members after concerts and when a member leaves the chorus, and refiles all retrieved music.
(c) Social Director
(1) The
Manager, with the approval of the Board, shall appoint a member of the
chorus
as Social Director.
(2) The
Social Director plans, organizes, and announces social functions for
the
chorus. The Social Director shall be impulsive, creative, and
illuminating.
(d) UCCE
Council Representative
(1) The
Manager, with the approval of the Board, shall designate a member of
the
corporation as its representative to the UCCE Council. If reasonably
possible,
the designee will be the Manager.
(2) The
UCCE Council Representative is responsible for attending all Council
meetings,
representing the interests of the chorus at those meetings, and
communicating
the business of the council to the Board and chorus. If a
representative is
unable to attend a Council meeting, s/he may designate another member
of the
chorus to attend in her or his place.
Section 11. Compensation
The
officers of the corporation shall not receive compensation for
performance of
their duties as officers.
ARTICLE
7.
MUSIC DIRECTOR
Section 1. Definition
The
Music Director is employed by the Board and serves at the pleasure of
the
Board. The Music Director is a non-voting member of the Board and may
attend
meetings of the Board, provided, however, that the Music Director may
be
excluded from Board Meetings at which the evaluation, hiring, or
termination of
the Music Director is being discussed or considered.
Section 2. Responsibilities
(a) The
Music Director shall:
(2) Rehearse
the chorus in preparation for concerts and conduct the chorus in
concert.
(3) Promote
the musical growth of the chorus and its members.
(4) Audition
membership applicants.
(5) Evaluate
member's musical contributions.
(6) Propose
suggestions for the musical activities of the chorus.
(7) Work
with the Board to develop the chorus.
(b) The
Music Director may terminate a person's membership in the chorus.
Before a
person's membership is so terminated, the Music Director shall notify a
member
of his or her apparent musical deficiencies and give him or her
the opportunity to correct the deficiencies and improve
musically. If
after this opportunity is given the Music Director determines there has
not
been sufficient improvement, the Music Director may notify the Manager
of the
termination pursuant to Article 3, Section 9(c).
ARTICLE
8.
COMMITTEES
Section 1. Executive Committee
(a) The
Board may, by a majority vote of Directors then in office, designate
two or
more of its members to constitute an Executive Committee and delegate
any of
the powers and authority of the Board, except with respect to:
(1) The
approval of any action which, under law or the provision of the Bylaws,
requires the approval of the members or of a majority of all the
members.
(2) The
filling of vacancies on the Board or on any committee which has the
authority
of the Board.
(3) The
fixing of compensation of the Directors for serving on the Board or on
any
committee.
(4) The
amendment or repeal of Bylaws or the adoption of new Bylaws.
(5) The
amendment or repeal of any resolution of the Board which by its express
terms
is not so amendable or repealable.
(6) The
appointment of committees of the Board or of members to the committees.
(7) The
expenditure of corporate funds to support a nominee for Director.
(8) The
approval of any transaction to which this corporation is a party and in
which
one or more of the Directors has a material financial interest, except
as
expressly provided in Corporations Code section 5233(d)(3).
(b) By
a majority vote of its members then in office, the Board may at any
time revoke
or modify any or all of the authority so delegated, increase or
decrease, but
not below two, the number of Executive Committee members, and fill
vacancies
from Board members. The Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records, and
report the
same to the Board as the Board requires.
Section 2. Music Committee
The
Board shall appoint a committee of chorus members, including at least
one Board
member, to serve as the Music Committee, which shall audition, review,
and
evaluate the annual repertoire proposed by Music Director. The Music
Committee
may propose repertoire additions to the Music Director.
Section 3. Nominating Committee
The
Board shall appoint a committee of chorus members, including at least
one Board
member, to serve as the Nominating Committee, which shall nominate
eligible
persons to run for the positions of officer and director. The
nominations shall
be communicated to all chorus members at least two weeks before the
annual
meeting.
Section 4. Other Committees
The
Board may designate other committees by resolution. Any interested
person may
serve. These additional committees shall act in an advisory capacity to
the
Board and shall clearly be titled as "advisory committees."
Section 5. Meetings and Action of Committees
Meetings
and action of committees shall be governed by, noticed, held, and taken
in
accordance with the Bylaw provisions governing Board meetings, with
such
changes in the contest of the provisions as a necessary, except that
the time
of regular committees may be fixed by resolution of the Board or the
committee.
The time for special meetings may also be fixed by the Board. The Board
may
also adopt rules pertaining to the conduct of committee meetings so
long as the
rules are consistent with the Bylaws.
ARTICLE
9. EXECUTION
OF
INSTRUMENTS, DEPOSITS,
AND FUNDS
Section 1. Execution of Instruments
The
Board, except as otherwise provided in the Bylaws, may by resolution
authorize
any officer or agent of the corporation to enter into any contract or
execute
and deliver any instrument in the name of and on behalf o the
corporation. Such
authority may be general or confined to specific instances. Unless so
authorized, no officer, agent, or employee shall have any power or
authority to
bind the corporation by any contract or engagement or to pledge its
credit or
to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except
as otherwise specifically determined by resolution of the Board or as
required
by law, checks, drafts, promissory notes, orders for the payment of
money, and
other evidence of indebtedness of the corporation shall be signed by
the
Treasurer and countersigned by the Manager.
Section 3. Deposits
All
funds of the corporation shall be deposited to the credit of the
corporation in
such banks, trust companies, or other depositories as the Board may
select.
Section 4. Gifts
The
Board may accept on behalf of the corporation any contribution, gift,
bequest,
or devise for the charitable or public purposes of this corporation.
ARTICLE
10. CORPORATE
RECORDS
Section 1. Maintenance of Corporate Records
The
corporation shall keep at its principal office in the State of
(a) Minutes
of all meetings of Directors, Board committees, and members, indicating
the
time and place of each meeting, whether regular or special, how called,
the
notice given, and the names of those present and the proceedings.
(b) Adequate
and correct books and records of account, including accounts of
properties and
business transactions, and accounts of assets, liabilities, receipts,
disbursements, gains, and losses.
(c) A
record of members, indicating their names and addresses and the
termination
date of any membership.
(d) Copies
of the Articles and Bylaws, as amended to date, which shall be open to
inspection by the members at all reasonable
times
during office hours.
Section 2. Corporate Seal
The
Board may adopt, use, and at will alter, a corporate seal. The seal
shall be
kept at the principal office of the corporation. Failure to affix the
seal to
corporate instruments shall not affect the validity of an instrument.
Section 3. Director's Inspection Rights
Every
Director shall have the absolute right at any reasonable time to
inspect and
copy all books, records, and documents of every kind and to inspect the
physical properties of the corporation.
Section 4. Member's Inspection Rights
Each
member shall have the following inspection rights, for a purpose
reasonably
related to his or her interest as a member:
(a) To
inspect and copy the record of all members' names, addresses, and
voting
rights, at reasonable times, upon five business days' prior written
demand on
the corporation, which demand shall state the purpose for which the
inspection
rights are requested.
(b) To
obtain from the Secretary of the corporation, upon written demand and
payment
of a reasonable charge, a list of the names, addresses, and voting
rights of
those members entitled to vote for the election of Directors as of the
most
recent record date for which the list was compiled or as of the date
specified
by the member subsequent to the date of demand. The demand shall state
the
purpose for which the list is request. The membership list shall be
made
available on or before the later of ten
business days
after the demand is received or after the date specified therein as of
which
the list is to be compiled.
(c) To
inspect at any reasonable time the books, records, or minutes or
proceedings of
the members or of the Board or committees of the Board, upon written
demand on
the corporation by the member, for a purpose reasonably related to such
person's
interests as a member.
Section 5. Right to Copy and Make Extracts
Any
inspection under the provisions of this Article may be made in person
or by
agent or attorney and the right to inspection includes the right to
copy and
make extracts.
Section 6. Annual Report
(a) The
Board shall cause an annual report to be furnished to all members
before or at
the annual membership meeting. The report shall contain the following
information in appropriate detail:
(1) The
assets and liabilities, including the trust funds, of the corporation
as of the
end of the fiscal year.
(2) The
principal changes in assets and liabilities, including trust funds,
during the
fiscal year.
(3) The
revenue or receipts of the corporation,
both
unrestricted and restricted to particular purposes, for the fiscal
year.
(4) The
expenses or disbursements of the corporation, for both general and
restricted
purposes, during the fiscal year.
(5) Any
information required by section 7.
(b) The
annual report shall be accompanied by any report thereon of independent
accountants, or, if there is none, the certificate of an authorized
officer of
the corporation that such statements were prepared without audit from
the books
and records of the corporation.
(c) If
this corporation receives $25,000, or more, in gross revenues or
receipts
during the fiscal year, this corporation shall automatically send the
above
annual report to all members, in such manner, at such time, and with
such
contents, including an accompanying report from independent accountants
or
certification of a corporate officer, as specified by the above
provisions of
this section relating to the annual report.
Section 7. Annual Statement of Specific
Transactions
to Members
(a) This
corporation shall mail or deliver to all members a statement within 90
days
after the close of its fiscal year which briefly describes the amount
and
circumstances of any indemnification or transactions of the following
kind:
(1) Any
transaction in which the corporation, or its parent or its subsidiary
was a
party, and in which either of the following and a direct or indirect
material
financial interest:
i. Any Director or officer of the
corporation, or its
parent or its subsidiary (a mere common directorship shall not be
considered a
material financial interest); or,
ii. Any
holder of more than 10% of the voting power of the corporation, its
parent, or
its subsidiary.
iii. The
above statement need only be provided with respect to a transaction
during the
previous fiscal year involving more that $50,000 or which was one of a
number
of transactions with the same person involving, in the aggregate, more
than
$50,000.
iv. Similarly,
the statement need only be provided with respect to indemnifications or
advances aggregating more than $10,000 paid during the previous fiscal
year to
any Director or officer, except that no such statement need be made if
such
indemnification was approved by the members pursuant to Corporations
Code
section 5238(e)(2).
(b) Any
statement required by this section shall briefly describe the names of
the
interested persons involved in such transactions, stating each person's
relationship to the corporation, the nature of such person's interest
in the
transaction, and, where practical, the amount of such interest;
provided, that
in the case of a transaction with a partnership of which such person is
a
partner, only the interest of the partnership need be stated.
(c) If
this corporation provides all members with an annual report according
to the provisions
of section 6, then such annual report shall include the information
required by
this section.
ARTICLE
11. FISCAL
YEAR
Section 1. Fiscal Year of the Corporation
The
corporation's fiscal year shall begin on the first day of July and end
on the
last day of the following June.
ARTICLE
12. AMENDMENT
OF BYLAWS
Section 1. Amendment
Subject
to any provision of law applicable to the amendment of bylaws of public
benefit
nonprofit corporations, the Bylaws, or any of them, may be altered,
amended, or
repealed and new bylaws adopted as follows:
(a) Subject
to the power of the members to change or repeal the Bylaws under
section 5150
of the California Corporations Code, by approval of the Board unless
the bylaw
amendment would materially and adversely affect the rights of members,
if any,
as to voting or transfer, provided, however, that a Bylaw specifying or
changing the fixed number of Directors, the maximum or minimum number
of
Directors, or changing from a fixed to a variable Board or vice versa,
may not
be adopted, amended, or repealed except as provided in subparagraph (b)
of this
section.
(b) By
approval of the members of the corporation.
ARTICLE
13. AMENDMENT
OF ARTICLES
Section 1. Amendment of Articles Before
Admission of Members
Before
any members have been admitted any amendment of the Articles may be
adopted by
approval of the Board.
Section 2. Amendment of Articles After
Admission of Members
After
members have been admitted, amendment of the Articles may be adopted by
the
approval of the Board and of the members.
Section 3. Certain Amendments
Notwithstanding
the above sections of this article, this corporation shall not amend
its
Articles to alter any statement which appears in the original Articles
and of
the names and addresses of the first Directors of this corporation nor
the name
and address of its initial agent, except to correct an error in such
statement
or to delete either statement after the corporation has filed a
"Statement
by a Domestic Non-Profit Corporation" pursuant to Corporations Code
section 6210.
ARTICLE
14. PROHIBITION
AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 1. Prohibition Against
Sharing Corporate Profits and Assets
No
member, director, officer, employee, or other person connected with
this corporation,
or any private individual, shall receive any of the net earnings or
pecuniary
profit from the operations of the corporation; provided, however, that
this
provision shall not prevent payment to any such person of any of its
public or
charitable purposes, provided that such compensation is otherwise
permitted by
the Bylaws and is fixed by resolution of the Board; and no such person
or
persons shall be entitled to share in the distribution of, and shall
not
receive, any of the corporate assets on dissolution of the corporation.
All
members, if any, of the corporation shall be deemed to have expressly
consented
and agreed that on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets of the
corporation,
after all debts have been satisfied, then remaining in the hands of the
Board,
shall distributed as required by the Articles and not otherwise.
CERTIFICATE
This
certifies that the foregoing is a true and correct copy of the Bylaws
of the
corporation named in the title, as amended by the Board of Directors at
its
meeting August 22, 2004, and by the members at the annual meeting
February 5,
20005.
February 27, 2005
__________________________________
Eric
Miller, Secretary-Treasurer