ncs by-laws

NEPONSET CHORAL SOCIETY, INC.

EAST WALPOLE, MASS.

SECTION I        CONSTITUTIONAL BYLAWS

ARTICLE I        NAME

The name of this organization is NEPONSET CHORAL SOCIETY, INC.

ARTICLE II        PURPOSE

    To promote and encourage the performance of choral music through the presentation of performances of worthwhile musical literature.

    The corporation shall be conducted solely for benevolent, social, recreational and educational purposes. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, officers, trustees, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation in furtherance of its purposes.

    No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign of any candidate for public office.

    Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by:

(a)  a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or

(b)  a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)

The purposes of the Society shall be carried on solely to further purposes within the purview of Section 501(c)(3) of the Internal Revenue code of 1954, as amended and within the meaning and spirit of chapter 180 of the General Laws of the Commonwealth of Massachusetts, as amended.

 
ARTICLE III        MEMBERSHIP

1. Membership shall be open to all persons, regardless of gender, race, creed, national origin, or sexual orientation, who comply with the membership provisions of this article.
2. Voting eligibility is extended to any person who has met the annual dues requirement or has been extended special voting privileges by the membership based on outstanding services to the Society. Activity in a current performance is not a requirement for membership.
3. Honorary Membership: on the basis of outstanding service to the Society, the Board of Directors may nominate a member for Honorary Membership. This nomination must be approved by a majority vote of the membership at an Annual Meeting or a Special Meeting. This recognition entitles the Honorary Member to a waiver of annual dues and a Life Patron subscription to all performances.
4. Active participation in any performance shall be open to all members, who must meet the dues or honorary status requirements. Exceptions are permitted where stage size limitations exist, in which case the Board of Directors will determine the allowable number of performers and properly notify the members on audition requirements.

ARTICLE IV        CORPORATE MEETING

1. The Annual meeting and election of officers of the Society shall be held on a Monday in June at such time and place as established by the Board of Directors. Notice of this meeting shall be sent to the membership at least four (4) weeks in advance of the meeting.
2. Special meetings may be called by the Board of Directors on their own initiative or on petition of at least twenty (20) members. Notice of special meetings shall be sent to the membership at least two (2) weeks prior to the meeting.
3. Twenty-five (25%) percent of the dues-paying members shall constitute a quorum.

ARTICLE V        FISCAL YEAR AND ANNUAL DUES

1. The fiscal year shall run from July 1 through June 30.
2. The Board of Directors shall recommend the amount of annual dues, which shall be subject to the approval of the membership by a majority vote at the annual meeting.

ARTICLE VI        NOMINATION AND ELECTION OF OFFICERS

1. The Board of Directors shall appoint a nominating committee, consisting of a chair and at least two (2) other voting members, by February 1. The committee shall select a single slate of officers to be presented to the membership at the time of the notice of the annual meeting. The nominees must have been apprised of the duties and responsibilities of office and must have agreed to carry them out diligently.
2. Additional nomination may be made by presentation of nomination papers to the recording secretary at least two (2) weeks in advance of the Annual Meeting. All such nomination papers will require the endorsement of at least ten (10) members and be countersigned by the nominee, signifying that she or he is familiar with the duties of the office and agrees to fulfill them.
3. Officers will be elected at the Annual Meeting for a term of one (1) year. Directors will be elected on a rotating basis for a term of three (3) years.
4. Prior to attaining the position of President or Vice President, said person must first serve a term of one (1) year on the Board of Directors.
5. No officer, except the Treasurer, may serve in the same office for more than three (3) consecutive terms. There are no limits on the Treasurer’s term of service. Directors who have been chosen to fill an unexpired term may still be eligible to serve three (3) consecutive terms.
6. All elections shall be decided by a simple majority vote of members present at the Annual Meeting, provided a quorum is present.
7. All elected officers shall take office immediately after being elected.

ARTICLE VII        AMENDMENTS

    These Constitutional Bylaws may be amended by a two-thirds (2/3) vote of members present and constituting a quorum at the Annual Meeting or a Special Meeting. All proposed amendments must be forwarded to the Board of Directors in writing at least four (4) weeks in advance of said meeting. The Board of Directors shall notify the membership in writing at least two (2) weeks in advance of the Annual Meeting or a Special Meeting.

ARTICLE VIII        BOARD OF DIRECTORS

1.     The general management and policy making powers of the organization is vested in the Board of Directors, which consists of:

2.     The Board of Directors is elected from the membership in accordance with the provisions of ARTICLE VI –NOMINATION AND ELECTION OF OFFICERS.

3.     Vacancies on the Board of Directors shall be filled by appointment by a majority vote of the other members of the Board, said appointment being immediately effective for the duration of the unexpired term.

4.     The Board of Directors shall meet monthly or more often as necessary.  An agenda shall be prepared by the President and submitted to the Board members in advance of each meeting.  The Recording Secretary shall take complete minutes for circulation to and approval by the Board members at the time of the next meeting.

ARTICLE IX        REMOVAL FROM OFFICE

    If the Board of Directors determines that one of its elected members, or a person appointed to the a position in the Society, is failing to fulfill the requirements of the position, it may, upon the decision of the Board of Directors at a meeting, request the resignation of said person. Such an action should be followed by immediate notification in writing. Unless this person requests the opportunity to appear before the Board to offer an explanation, this resignation may be assumed to be effective upon notification.

ARTICLE X        TERMINATION AND DISSOLUTION

    The corporation may be terminated or dissolved at any Annual or Special Meeting of the membership by a two-thirds (2/3) vote of the those members present and voting, provided that notice of such termination and dissolution be given to all members of the corporation at least thirty (30) days prior to such meeting. Upon termination and dissolution, all funds shall first be applied to the payment of the corporation’s debts and liabilities, and the balance, if any, to the Massachusetts Council on the Arts and Humanities, or to a comparable non-profit group supporting the Arts, should the former have ceased to exist.

SECTION II        OPERATIONAL BYLAWS

ITEM I            ACCOUNTABILITY

    In order to protect the Society against the consequences of unauthorized actions by any person, the following rules apply:

1. The Board of Directors is accountable to the membership. It should maintain a free flow of information. All minutes of meetings may be available to any member, on request. Members may request a Special Meeting, according the procedure in ARTICLE IV, para. 2 of SECTION I, to request an explanation of any action by the Board.
2. The President and all other Board members are accountable to the entire Board. Any action by an individual, which would result in a commitment by the Society, must have Board approval.
3. The actions of all committee and other appointed persons are accountable to the Board. Any action that is not part of a previously approved plan must be submitted to the Board for approval before being put into effect.
4. All persons in paid contractual positions are accountable to the entire Board. Liaison may be in the person of the President or such individual as the Board may designate. The identity of the designated individual must be made clear to the contracted person, so there is no confusion as to who is the official spokesperson for the Society.

ITEM II        PLANNING AND BUGETS

1. All committees and individuals must plan ahead to avoid the need for hasty decisions. In general, this means that a schedule for one (1) year in advance should be fairly complete at all times. This includes the selection of musical repertoire, a timetable of duties of each committee and individual, and a complete budget, covering all phases of income and expenditures.
2. The timetable for each action should be prepared in detail by each committee or individual and submitted to the Board for approval. Enough lead-time must be provided so that all corrections are made before the timetable becomes effective.
3. Before the start of each fiscal year, the Board of Directors shall publish a budget, covering all phases of income and expenditures. This budget shall have been previously announced by the Board, using information supplied by each individual and committee responsible for creating income and making expenditures.
4. Any proposed departure from the operating budget must be approved by the Board and published as an amendment to the budget before being incurred.

ITEM III        BUSINESS RECORDS

    All meetings of the Board of Directors and of each committee shall be preceded by an agenda distributed to all people involved. The minutes of each meeting shall be kept and circulated to the Board and other committees involved, if any. A copy of these and other documents must be kept in a properly organized file maintained by the Recording Secretary. At the start of each new administration, the file and all other pertinent information must be presented to the new officers, along with an explanation of methods and policies.

ITEM IV        AUDITING

    The books of the NEPONSET CHORAL SOCIETY, INC. shall be subjected to an annual audit by a qualified auditor selected by the Board.

ITEM V        COMMITTEE SELECTION

The selection of committee chairs other than those elected to Board positions shall be made by the Board of Directors. If, at the time of a change of administration, the incoming officers are satisfied with performances, no changes need be made. The new Board should advise the persons involved of its desire to have them continue to serve. Any vacancies should be filled as soon as possible following the beginning of a new fiscal year.

Selection of committee chairs must take into account their qualifications for the duties of the position. Each chair is encouraged to select committee members, taking into account their qualifications and seeking the recommendations of the Board, if necessary, for potential nominees.

The size of each committee is determined by the scope of its duties and responsibilities. The chair is expected to delegate responsibilities and not carry out the duties unassisted.

ITEM VI        CONTRACTED PERSONNEL

    Before the employment of contracted personnel, the Board must establish the qualifications expected publish these in anticipation of interviewing applicants, establish rules covering interviews, and notify the applicants of the results of the interview. There should be no ambiguity as the responsibility the person is expected to assume, the fiscal limitations of the position, and to whom the person is expected to report. Normally, these personnel will be the Artistic Director of the Society, Assistant Artistic Director, and possibly a professional Public Relations person. No person in a contractual position may enter into agreements with outside individuals or groups or commit the Society to the expenditure of money, resources, or effort without the express consent of the Board of Directors.

ITEM VII    DUTIES AND RESPONSIBILITIES OF OFFICERS, COMMITTEES, AND CONTRACTED PERSONNEL

    These shall be published with the Constitutional Bylaws in the “ADDENDUM”. The duties and responsibilities of the officers and committees may be revised as needed by the Board of Directors. Such revisions should be published in the form of a bulletin, together with an explanation of the change. Constitutional Bylaws may only be amended according to the provisions of SECTION II, ARTICLE VII, AMENDMENTS of the Constitutional Bylaws.

ADDENDUM

DUTIES AND RESPONSIBILITIES OF OFFICERS, COMMITTEES, AND CONTRACTED PERSONNEL

ITEM I            BOARD OF DIRECTORS

    The duties of the Board of Directors shall consist of, but not be limited to, the following:

A.  Administer the Society’s business, including all contractual arrangements.

B.  Act as the policy-making body within the guidelines of the constitution.

C.  Approve and publish the annual budget before the start of each fiscal year.

D.  Approve action of all committees prior to their implementation.

E.  Keep membership informed at all times as to the state of affairs of the Society.

F.  Appoint a suitable person to serve as Production Coordinator. This person may be the Vice President or other person with appropriate qualifications.

G.  Appoint the chairs of all standing committees and assist these people in the staffing of their committees.

H.  Select the Artistic Director and other contractual personnel and make the necessary contractual arrangements.

I.  Be responsible for maintaining an effective Plan of Action for all Society activities, with a time-table of all coming events and committee actions, as far in advance as is practical.

ITEM II        DUTIES OF THE OFFICERS & OTHER ELECTED POSITIONS

A.    President

1. Shall preside at all meetings of the Society and its Board of Directors.
2. Be an ex-officio member of all committees.
3. Exercise general supervision of all policies, agendas, and programs established by the Board of Directors.
4. Establish meeting dates and draw up and distribute proper agendas for all meetings of the Board and the general membership. The agendas should be distributed in advance of each meeting.
5. Be accountable to the Board for all actions and decisions.
6. Have check-writing privileges in the absence of the Treasurer.

B.    Vice-President

1. Shall assume all duties of the President in the latter’s absence.
2. Act in the capacity of Production Coordinator of the Society unless the Board selects a suitable alternate.

C.    Recording Secretary

1. Shall keep accurate records of all meetings of the Society and the Board of Directors and prepare and distribute minutes for approval at the following meeting.
2. Maintain a permanent file of all minutes and other Society documents.
3. Be responsible for maintaining an inventory of up-to-date copies of the Constitutional Bylaws and their distribution to interested members of the Society.

D.    Corresponding Secretary

1. Shall send out notices of all meetings of the Society and its Board of Directors.
2. Write all letters on behalf of the Society.
3. Maintain a file of all incoming and outgoing correspondence.
4. Maintain an accurate and up-to-date list of all Society members, properly classified, such as present, inactive, past or prospective.
5. Maintain accurate lists of Patrons and other ticket purchasers. This list should coincide with that of the Ways and Means committee.
6. Maintain and accurate list of Sponsors and other donors to the Society. This list should coincide with that of the Ways and Means committee.
7. Shall maintain an adequate inventory of official Society stationary for use in correspondence.
8. Send mailings before start of rehearsals to membership by first class mail.
9. Send mailings before concerts by bulk mail to mailing list.
10. Send donation acknowledgements.

E.    Treasurer

1. Shall receive and deposit all funds received by the Society into a financial account and keep an accurate record of the same.
2. Disburse funds of the Society and keep an accurate record of the same. All such disbursements must have written authorization by the appropriate individual and comply with the current budget.
3. Prepare annual financial reports and tax forms as required by State and Federal laws. These reports shall be made available to the Auditor when required.

F.    Directors At Large

1. Shall attend all meetings of the Board of Directors.
2. Act as liaison between the membership and the Board and keep the Board informally informed if it appears that there may be morale problems or sources of dissatisfaction that can be corrected before becoming serious.
3. Shall become familiar with the duties and responsibilities of other members of the Board so as to be qualified where possible, for election to another office on the Board.
4. Shall be available for special assignments, as requested by the Board, such as giving assistance where needed for activities such as special fund-raising and the like.

G.    Public Relations Committee Chair

1. Design and typeset all promotional material pertaining to the Society. This includes, but is not limited to concert posters, bulk mailing flyers and postcards, and concert program booklets. Arrange for professional printing of all such material in a timely way.
2. Write and submit for publication in newspapers and radio the following: audition and rehearsal announcements, concert and performance-oriented press releases. When appropriate, submit appropriate photographs for newspaper publication.
3. Maintain mailing list databases of the general Society membership, of donors and attendees to Society events, relevant newspapers, churches, schools and such as would benefit from Society mailings.

H.    Ways and Means Committee Chair

1. Shall be involved with the sale of tickets to all performances.
2. Deal with the Arts Lottery and town Arts Councils.
3. Plan and administer the program for raising funds through solicitation of gifts from individuals, organizations, and corporations.
4. Device and recommend for approval by the Board methods for increasing the income of the Society such as the sale of Program advertising or special fund raising activities.
5. Supervise the carrying out of any special projects for fund raising as may be approved by the Board.
6. Submit an annual budget of proposed expenditures and income from various activities.

I.    Music Committee Chair

1. Shall plan and organize meetings of the Music Committee and shall report program selection to the Board for final Budgetary and Production approval.
2. Shall designate one of the Music Committee members as Librarian. This person shall see to the distribution and collection of all music and maintain a complete inventory of all music in the possession of the Society and keep it up to date.
3. Shall be responsible for piano tuning and rental of piano(s) or organ(s) if deemed necessary by the Artistic Director.

J.    Membership Chair

1. Shall prepare registration forms and handle member registration for every concert season.
2. Shall distribute rehearsal schedules to members at registration.
3. Shall collect dues and member fees.
4. Shall maintain the membership and general mailing list databases.
5. Shall produce mailing labels as requested by the President and other Board members.
6. Shall produce a “membership list” for each concert and distribute same to all on the list.
7. Shall maintain, update, and distribute the Membership Booklet, both printed and on the Society’s web site.
8. Shall produce attendance lists for rehearsals for every concert season.
9. Shall ensure appropriate use of volunteers who are not on the Board.

ITEM III        DUTIES OF APPOINTED PERSONS

A.    Artistic Director of the Society

1. Shall be generally responsible for maintaining the musical standards of the Society, in conformance with the established goals expressed in the Constitutional Bylaws.
2. After consulting with the Music Committee, shall select music for performances consistent with the goals, objectives and budget of the Society
3. Shall hire rehearsal accompanists, instrumentalists, vocal soloists and orchestra personnel consistent with the budgetary constraints determined by the Board.
4. Shall audition new members and soloists. Shall re-audition existing chorus members on a regular basis (typically one-third of the members each year), and as needed for excessive absenteeism or other appropriate reasons.
5. Shall plan a detailed rehearsal and performance schedule in concert with the Music Committee.
6. Shall direct all rehearsals and performances or provide a suitable substitute.
7. Shall make only commitment of funds authorized by the Board.
8. Shall report to the President in matters of operational details.
9. Shall attend, with reasonable advance notice, monthly Board meetings when requested by the Board; may attend any time at her/his discretion.
10. Shall attend the Annual Meeting of the Society, and provide an Artistic Director’s report in writing and an oral summary. Shall be prepared to address appropriate questions from the membership.

B.    Assistant Artistic Director

1. Shall assist the Artistic Director in all aspects of rehearsals and performances.
2. Assist Artistic Director in determining requirements for soloists, establishing selection procedure, and conducting auditions.
3. Shall report to the Artistic Director.

C.    Production Coordinator

1. Shall be responsible to the Board of Directors and report directly to the President or, if not available or responsibility has been delegated, to the Vice President.
2. Shall work with the Artistic Director and other concerned officers and committees for the establishment of locations and dates for rehearsals and performances and any other issues relating to the house and stage.

D.    Chorus Manager

1. Maintains accurate attendance records for all members at all rehearsals.

ITEM IV        COMMITTEE DUTIES

A.    MUSIC

1. In concert with the Artistic Director, plans the upcoming year’s rehearsal and performance schedule.
2. Arrange for purchase and distribution of music, and its collection and storage when necessary.
3. Arrange rehearsal and performance schedule.
4. Consult with the Artistic Director in selecting music for future performances.
5. Ensure that music selected by the Artistic Director fits within the budgetary and production constraints determined by the Board.

B.    Production

1. Under direction of the Production Manager, assists in the operational aspects of the performance, seeing that adequate warm-up and performance space and equipment, such as choral risers, are available for the performance.
2. See that ticket takers and ushers are available.

 
C.    Public Relations

1. Sends press releases announcing Society events, auditions, concerts, etc.
2. Plans and prints concert posters, programs, and all publicity material.

D.    Ways and Means

1. Organizes season fund-raisers.
2. Assists in long-range planning of financial events in the Society.

E.    Membership

1. Keeps current lists of Society members.
2. Organizes membership dues collection.
3. Helps inform membership of upcoming events and schedules.

F.    Hospitality

1. See that refreshments are available during rehearsals.
2. Organizes refreshments and receptions before or after concerts, if appropriate.
3. Assists in the planning of social events.

G.    Program Advertising

1. Coordinate membership efforts to obtain local business advertising in concert programs.
2. Insure that advertising copy is recorded and supplied to the Public Relations Committee for publishing.