By-Laws of The Alamo City MenÕs Chorale
ADOPTED:
JUNE 9, 2002
ARTICLE 1: NAME OF CORPORATION
The name of this corporation is The Alamo
City MenÕs Chorale (herein called the Corporation or the Chorale.)
The purpose of the Corporation shall be
to enhance the musical, educational and cultural life of the City of San Antonio,
the State of Texas and the United States of America through the presentation of
choral music for menÕs voices and the performance of all other acts necessary
and incidental to the maintenance, furtherance, enhancement and encouragement
of the charitable, cultural and educational purposes for which this Corporation
is organized, as stated in the Articles of Incorporation.
ARTICLE 3: MEMBERSHIP Classification and Qualifications
The Corporation shall have two
classes of voting members: (1) performing members, and (2) associate members. Performing members are Chorale members
who perform on stage in concert performances. Associate members are Chorale
members who do not perform on stage in concert performances. An individual is a
performing or an associate member when membership requirements, as established
by the Membership Committee and approved by the Board of Directors, are met. In
its discretion, the Board of Directors may approve a class, or classes, of
non-voting members to give honorary recognition to individuals who have
demonstrated a special interest in and/or support of the Chorale.
3.1 Non-discriminatory Membership Policy
Membership is open to all persons ages 18 or older without regard to race, creed,
color, nationality, gender, gender identity, sexual orientation, or disability.
Each member, performing or associate,
shall be entitled to one vote on each matter submitted to a vote of the members.
A member may vote in person or by
proxy executed in writing by the member or the memberÕs duly authorized
attorney-in-fact. A duly executed proxy shall be valid for the specific meeting
for which its use is intended and shall have no validity after that meeting.
Members shall have the right to vote on the following matters with
corresponding majorities at annual or special membership meetings at which a
quorum is present
A Election
of officers and members-at large to the Board of Directors (requires 51% vote)
B Amendments to the Articles of
Incorporation and By-laws (requires 66 2/3% vote)
C Dissolution of the
Corporation (requires 75% vote)
D Changes in the amount of dues
and music f ees (requires 51% vote)
E All other business as may
come before the membership (requires 51% vote).
The annual meeting of the members of the
Corporation shall be held in June of each year at the call of the Board of Directors
for the purpose of electing members of the Board of Directors and for
transacting other business as may come before the membership. The Secretary shall provide written notice
of the date, time, and place of the annual meeting to each member not less than
10 nor more than 50 days in advance thereof.
3.4 Special Membership Meetings
Special meetings of the members of the
Corporation shall be held upon the call of the President, Board, or upon petition
signed by not less than one fourth (1/4) of the members who meet the
qualifications set forth in Section 3.1 above. The purpose of
a special meeting shall be stated by the person or persons calling the
meeting. The Secretary shall provide written notice to each member of the
Corporation of the date, time, place, and purpose of the meeting not less than
10 nor more than 50 days in advance thereof.
3.5 Quorum for Membership Meetings
A quorum for the purposes of an
annual or special membership meeting shall consist of not less than fifty
percent (50%) of the members who are eligible to vote at the time such a
meeting is held. Members represented by proxy may be counted toward the quorum.
A roll call of all members entitled to vote will be conducted
by the Secretary at the time of the meeting to determine whether a
quorum exists.
4.1 Number, Qualifications and Term of Office
The
affairs of the Corporation shall be managed by its Board of Directors (the Board). The Board shall consist
of eleven (11) elected directors, including the four (4) officers listed in
Article 5 below and seven (7) members-at-large. The senior artistic staff
member and the senior administrative staff member shall be non-voting
ex-officio members of the Board. The elected directors shall consist of six (6)
performing members and five (5) associate members of the Corporation. Each
director shall serve a term of two (2) years or until a successor is elected.
The terms of five (5) of the directors shall expire on July 31 in even-numbered
years. The terms of the remaining six (6) directors shall expire on July 31 in
odd-numbered years. No director shall be elected to more than two (2)
consecutive terms. Any director who is barred from re-election because of term
limitations may seek election to the Board again after a hiatus of two (2)
years.
The Board Development Committee will
present a slate of candidates to the Board for approval in accordance with
procedures outlined in the Policies and Procedures Manual. New Board members
shall be elected by a majority vote (51%) of the members of the Corporation
present at the annual June membership meeting.
4.3.1 Election, Qualification and Tenure
The Chair of the Board shall be elected
by the members of the Board of Directors at its August meeting and shall hold
office until July 31 of the following year, or until his or her successor is
elected. The Chair may serve no more than two (2) consecutive one-year terms.
Any director barred from re-election as Chair because of term limitations may
seek election again as Chair after a hiatus of two (2) years, provided that
director is not otherwise barred by term limitations from serving on the Board
of Directors. The Chair shall be an associate member of the Chorale
The Chair of the Board shall preside
at all meetings of the Board of Directors, shall chair the Board Development Committee
and shall serve on the Executive Committee. The Chair shall ensure that
committee chairs are appointed for all other standing committees and special
committees and shall serve as a non-voting ex-officio member of all Board
committees. The Chair shall have
such other duties as may be assigned by the Board of Directors.
Any member of the Board of Directors may
be removed for or without cause by a vote of no less than eight (8) of the current
Board members present at any meeting. Written notice of the intention to act
upon such matter shall be given no less than ten (10) days prior to the meeting
at which such action will be taken. Any director who fails to attend three
meetings during a fiscal year shall be contacted by the Chair to ascertain such
directorÕs willingness to continue to serve as a member of the Board.
Any vacancy occurring on the Board
for reasons other than expiration of terms may be filled by the affirmative
vote of a majority of the remaining Directors, even if less than the minimum
number of Directors remains on the Board. Any director appointed to fill a
vacancy shall hold office until the end of the term being filled or until such
directorÕs resignation, retirement, disqualification or removal from office.
Any Director appointed to fill a vacancy shall not be barred from serving two
(2) consecutive two-year terms upon completion of that vacancy.
4.6 Place, Time and Number of Meetings
The Board shall meet at the beginning
of each fiscal year in August and at least quarterly thereafter. Place, time and
number of meetings will be determined at the first meeting of each fiscal year. Written notice of the meeting shall be
delivered to each director at least three (3) business days prior thereto The
notice of any regular meeting need not specify either the purpose of or the
business to be transacted at such meeting. Special meetings of the Board may be
called by or at the request of the Chair or whenever a
request is made to the Secretary by any three (3) directors. The person
or persons calling the meeting may fix a reasonable place and time for the
special meeting. Written notice of the special meeting shall be delivered to
each director at least five (5) business days prior thereto.
The notice must specify the purpose for which the special meeting is being
called.
A quorum shall consist of a majority
of the current members of the Board of Directors for the transaction of
business at any meeting. If less than a simple majority of the current
directors are present at said meeting, the directors present must adjourn the
meeting. Proxies shall not be counted toward a quorum in Board meetings.
The Executive Committee shall consist
of the officers of the Corporation and the Board Chair. The Executive Committee
shall have and may exercise all of the authority of the Board of Directors in
the business and affairs of the Corporation during intervals between Board
meetings except where action of the full Board is specified by the Texas Non-Profit
Corporation Act or other applicable law and may authorize the seal of the
Corporation to be affixed to all instruments, papers and documents which may
require it; except that the Executive Committee shall have no power without
approval of the Board (a) to elect directors, (b) to alter, amend or repeal
these By-laws, (c) to appoint or replace any member of the Executive Committee,
(d) borrow money, or (e) commit the Corporation to expend any sum in excess of $1,000.
Regular meetings of the Executive Committee shall be held at such time and
place as the Executive Committee may determine, and special meetings
as may be called at the time by any member of the Executive Committee. No notice of any meetings of the
Executive Committee shall be required, and three (3) members of the Executive
Committee shall constitute a quorum for the transaction of business. A copy of
any resolution passed by the Executive Committee shall be presented to the
Board of Directors at its next regularly scheduled meeting. The designation of
such Executive Committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him or her by law.
The Board of Directors shall maintain
the following Standing Committees:
(1) Board Development Committee
(2) Finance Committee
(3) Fund Development Committee
(4) Strategic Planning Committee
(5) Human Resources Committee
(6) Membership Committee
(7) Public Relations/Marketing Committee
(8) Concert Production Committee
The structure, duties and
responsibilities of each of the Standing Committees shall be set forth by the
Board and included in the Policies and Procedures Manual. The Chair shall
ensure that a committee chair is appointed for each Standing Committee and may
appoint individuals who are not members of the Board of Directors or members of
the Corporation to such committees.
The Board shall create such other committees
as are necessary to conduct business. The Chair shall ensure that a committee
chair is appointed for each special committee and may appoint individuals who
are not members of the Board of Directors or members of the Corporation to such
committees.
The officers of the Corporation shall
be a President, Vice President, Secretary and Treasurer. All officers shall be elected
by a majority vote (51%) of the members present at the annual June membership
meeting. The offices of President and Secretary shall be elected in
even-numbered years. The offices of Vice President and Treasurer shall be elected
in odd-numbered years. Each officer shall serve a term of two (2) years. No
officer shall serve in the same elected position for more than two (2) consecutive
two-year terms. Any officer who is barred from re-election because of term
limitations may seek election as an officer again after a hiatus of two (2)
years, provided that officer is not otherwise barred by term limitations from
serving on the Board of Directors.
The President shall serve as the
chief executive officer of the Corporation and shall have general and active supervision
and control of the activities and affairs of the Corporation. The President shall
preside at all meetings of the membership and the Executive Committee and
shall, in the absence of the Board Chair, preside at meetings of the Board of
Directors. The President shall serve as a non-voting ex officio member of all
Board committees. The President shall be a performing member of the Chorale.
The Vice President shall preside at meetings
of the membership and Executive Committee in the absence of the President and
shall preside at meetings of the Board of Directors in the absence of the Board
Chair and President. The Vice President shall serve as chair of the Membership Committee
and shall have such other duties as may be assigned by the Board of Directors.
The Vice President shall be a performing member of the Chorale.
The Secretary shall be responsible
for recording proceedings of all meetings of the membership, Board of Directors
and Executive Committee and shall assure the issuance of all necessary notices
to members and directors. The Secretary shall maintain and account for all the
records and the corporate seal of the Corporation. The Secretary shall have
such other duties as may be assigned by the Board of Directors. The Secretary
shall be either a performing or associate member of the Chorale.
The Treasurer shall be the chief
financial officer of the Corporation and shall have active control of and shall
be responsible for all matters pertaining to the accounts and finances of the Corporation.
The Treasurer shall present written financial reports to the Board at its
regular meetings and shall present an annual financial report to the members at
the annual membership meeting. The Treasurer shall have such other duties as
may be assigned by the Board of Directors. In the absence or disability of the
Treasurer, duties shall be performed as determined by the Board. The Treasurer
shall be either a performing or associate member of the Chorale.
Any officer may be removed for or without
cause by a vote of no less than eight (8) of the current Board members present
at any meeting. The removal procedures set forth in section 4.4 above shall
also apply to officers. If any office becomes vacant for any reason other than
the expiration of terms, the vacancy shall be filled in accordance with section
4.5 above. Any officer appointed to fill a vacancy shall not be barred from
serving two (2) consecutive two-year terms in the same office upon completion
of that vacancy.
ARTICLE 6: MISCELLANEOUS PROVISIONS
The fiscal year of the Corporation
shall commence on August 1 of each year and end on July 31 of the following
year.
The seal of the Corporation shall be in
such form as the Board of Directors shall prescribe, if any, and may be used by
causing it or a facsimile thereof to be impressed, or affixed, or printed, or reproduced
in any other manner.
6.3 Notice and Waiver of Notice
Whenever any notice whatsoever is required
to be given to a director or member of the Corporation under the provisions of the
Texas Non- Profit Corporation Act or under the provisions of these Bylaws or
the Articles of Incorporation, said notice shall be deemed to be sufficient if delivered
in person, by postal mail, e-mail, facsimile transmission, or telegram on the
day of such delivery or transmission. If the deadline for giving notice under
these By-laws falls on a Sunday or postal holiday, notice shall be deemed
effective if given on the day immediately following the Sunday or postal
holiday. A waiver or waivers of notice, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be equivalent
to the giving of such notice. Actual notice, however received, shall always be
effective.
Subject to the provisions required or
permitted by these Bylaws or the laws of the State of Texas for notice of
meetings, members of the Board of Directors, or members of any committee of the
Board of Directors, may participate in and hold any meeting required or permitted
under these Bylaws by telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this section shall constitute presence in person at
such a meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
6.5 Authority to Accept Gifts and Donations
In furtherance of the purpose of the Corporation,
the Corporation is authorized to receive and administer gifts, grants-in-aid,
donations, and endowments of every kind and nature from individuals,
foundations, trusts, corporations, public bodies, government agencies and other
entities. The Board in its discretion may refuse to accept any gift, grant,
donation or endowment when it is in the best interest of the Corporation to do
so.
6.6 Authority to Sign Checks and Contracts
All contracts, bills, notes, checks
or other instruments for the payment of money shall be signed or countersigned by
such officer, officers, or designated personnel, and in such manner as its prescribed
by resolution of the Board.
6.7 Policies and Procedures Manual
The Board of Directors shall, by a
majority vote, establish Policies and Procedures for the day-to-day operation
of the Corporation. These policies and procedures shall be contained in the
Policies and Procedures Manual. This Policies and Procedures Manual is to be
maintained in the office of the Corporation and shall be binding on all those
persons operating
on behalf of the Corporation. The policies and procedures may be amended, as needed,
by a majority vote of the Board of Directors.
6.7.1 Creation of the Policies and Procedures Manual
Each Standing Committee of the Corporation
shall be responsible for the authoring and maintenance of a Committee Handbook.
Each Committee must submit any additions or changes to their handbook to the Board
for review and ratification. A majority vote of the Board of Directors shall
constitute ratification of the Committee Handbook. Once ratified, the Committee
Handbook shall be added to the Policies and Procedures Manual.
Any director or officer may resign at
any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, or if no time be specified, at the time of its
receipt by either the Board of Directors, the Board Chair, the President or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
The Corporation shall provide procedures
for redressing grievances from anyone affiliated with the Chorale, whether a
member or not.
The Corporation shall provide a
policy that addresses conflicts of interest other than those set out in section
7.1 below.
ARTICLE 7: INTERESTED DIRECTORS, NONLIABILITY OF DIRECTORS AND OFFICERS AND INDEMNIFICATION
No contract or other transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any firm or partnership of which one or more of its directors
or officers are members or employees or in which they are otherwise interested,
or between the Corporation and any corporation or association or other entity
in which one or more of this CorporationÕs directors or officers are
shareholders, members, directors, officers or employees or in which they are
otherwise interested, shall be void or voidable by reason of or as a result of
such connection with or holding an office or offices as a director or officer
or as directors or officers of this Corporation or such interest in or in
connection with such other firm, partnership, corporation, association, or
other entity, notwithstanding the presence of such director or directors, officer
or officers, at the meeting of the Board of Directors of this Corporation which
acts upon or in reference to any such contract or other transaction, and
notwithstanding his/her or their participation in such action, if the fact of
such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall authorize, approve or ratify such contract or other transaction
by a vote of the majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not
counted in calculating the majority necessary to carry such vote, nor shall any
director or officer be responsible to, or liable on account to, this
Corporation for any profits realized by or from or through any such contract or
other transaction of this Corporation so authorized, ratified or approved by
reason of such interest or his/her being or having been a director or officer,
or both, of this Corporation. Nothing herein contained shall create
responsibility or liability in or in connection with any such event or events
or prevent the authorization, ratification or approval of such contracts or
other transactions in any other manner permitted by law or statute. This section shall not be construed to
invalidate any contract or other transaction that would otherwise be valid
under the common or statutory law applicable thereto.
7.2 Non-Liability of Directors, Officers and Others in Certain Cases
No director, officer, employee,
agent, member or non-member volunteer of the Corporation shall be liable for his
or her acts as such if he or she is excused from liability under any present or
future provision or provisions of the Texas Non-Profit Corporation Act; and, in
addition, to the full extent now or hereafter permitted by the Texas Non- Profit
Corporation Act, each officer, director, employee, agent, member, or non-member
volunteer shall in the discharge of any duty imposed or power conferred upon
him or her by the Corporation, be fully protected if, in the exercise of
ordinary care, he or she acted in good faith and in the best interest of the
Corporation. Good faith shall be presumed when the person acts in reliance upon
the written opinion of an attorney of the Corporation, the books of account or
reports made to the Corporation by any of its officials or by an independent
certified public accountant or by an appraiser selected with reasonable care by
the Board of Directors, or in reliance upon other records of the Corporation.
Each person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another corporation,
partnership, joint venture, sole proprietorship, trust or other entity may be
indemnified by the Corporation to the full extent permitted or authorized by
the Texas Non-Profit Corporation Act. The Corporation may maintain insurance at
its expense for the benefit of any director or officer who has acted in good
faith and in the best interests of the corporation, as required by statute.
7.4 Income Distributions Prohibited
No part of the income of the Corporation
shall be distributed to the directors or officers, nor shall the Corporation
pay compensation to the directors and officers for services rendered in such
capacity, but the Corporation may reimburse legitimate expenses incurred by
such individuals. Nothing herein shall preclude officers and directors from
serving as employees or agents of the Corporation for hire, or for entering
into remunerated contracts with the Corporation in accordance with the
conflicts of interest policies and procedures of the Corporation and applicable
provisions of these Bylaws.
7.5 Loans to Directors and Officers Prohibited
No
loans shall be made by the Corporation
to the directors or officers.
ARTICLE 8: DISSOLUTION OF THE CORPORATION
The Corporation may be dissolved upon
the affirmative vote of two-thirds (2/3) of the Board of Directors and the affirmative
vote of three-fourths (3/4) of the members present at any annual or special
membership meeting at which a quorum is present. No vote on the issue of
corporate dissolution shall be taken until a director raises the issue for
inclusion in the agenda at a regular meeting of the Board to be voted on at a
subsequent regular Board meeting with fifteen (15) days prior notice to all directors.
Additionally, no vote on the issue of corporate dissolution shall be taken by
the membership unless and until notice of the dissolution is
given by the Board to all voting members of the Corporation at least
twenty-one (21) days prior to the annual membership meeting or a special
membership meeting called for this purpose.
ARTICLE 9: AMENDMENT PROCEDURES
These by-laws may be amended, repealed,
altered, or new by-laws may be adopted by (a) a vote of two-thirds (2/3) of the
current members of the Board of Directors at any regular or special meeting of
the Board at which a quorum is present with due notice of the substance of the
proposed amendments having been given in advance of the meeting and (b)
ratified by a 2/3 vote of the members present at any annual or special
membership meeting at which a quorum is present with due notice of the
substance of the proposed amendments having been given in the call of the
meeting.
Once ratified by the membership, the
amendment, repeal, alteration or new by-laws(s) shall become effective immediately,
or as provided therein, but in no event later than the beginning of the fiscal
year following the amendment, repeal, alteration, or adoption of new by-laws.