Constitution of the Bristol Choral Society
Article I. Name
The name of this corporation shall be the Bristol Choral Society, Inc. The Corporation shall be referred to in this constitution as the Society.
Article II. Purpose
Section 1. The purpose of this organization is to provide musical activities, performances involving amateur and professional musical people for the cultural advancement and enjoyment of the general public.
Section 2. The society shall be a non-profit organization. Net earnings shall be used for necessary expenses of the Society and for carrying out of charitable and educational purposes.
Article III. Membership
Section 1. General Membership
Payment of the semi-annual dues establishes membership in the Society. Membership is open to singers 18 years of age and over.
Section 2. Affirmative Action
The membership policies of the Society are to recruit members without discrimination based on race, creed, color, religion, age, sex, national origin or handicap and to treat all members equally.
Section 3. Rights and Duties of the Members
The members shall elect the members of the Board of directors and vote on matters properly brought before each meeting of the membership. Members will be given a copy of the Constitution and a list of the Board of Directors upon joining the Society. Members will be assigned a binder with Music, which they are to maintain and turn in at the end of the seasonal performances.
Members are required to attend all rehearsals and concerts. A memberis eligible to perform in a concertwhen he or she hasattendedat least75% complete rehearsalsand 75% of each rehearsal forthat scheduledconcert. Under special circumstances, the BCS Director and President have the joint authority to waive this requirement.
Section 4. Resignation and removal
Any member of the Society may relinquish his/her membership at any time by giving notice of his/her intention to a Board member.
Any member may be removed upon recommendation of the Board of Directors for failure to:
- Pay dues
- Meet standards of attendance at rehearsals and concerts
- Meet reasonable required standards of musical proficiency within the judgment of the Board of Directors and within the advice of the Musical Director.
- Meet acceptable standards of conduct as set for the by the Board of Directors.
Section 5. Concert Attire
Members are responsible to purchase concert attire as designated by the Board of Directors and voted upon by the membership for all Society performances. This attire must be purchased within six weeks of becoming a member of the Society.
Article IV. Dues
Semi-annual dues shall be in the amount determined by the board of Directors. Semi-annual dues are payable to the Treasurer by the fourth rehearsal of the season.
Article V. Meetings
Section 1. Rehearsals
Rehearsals shall be held at a time and place selected by the Board.
Section 2. Annual Meetings
The annual business meeting of the Society shall be held in January at a time and place determined by the Board.
The annual meeting shall be for the purpose of hearing reports, electing the directors and the transaction of all other appropriate business.
Section 3. Special Meetings
The President may call special meetings of the Society for business purposes whenever a majority of the Board deems it necessary; and it shall be his or her duty to call such meetings on the written request of five members, declaring the purpose thereof. The Secretary shall notify each member of the proposed meeting at least three days prior to such meeting and of the business to be acted on; and no business other than that mentioned in the call shall be transacted at that meeting.
Section 4. Quorum
Two thirds of the voting membership shall constitute a quorum for the transaction of business at any meeting for the Society.
Section 5. Majority Vote
Except for matters pertaining to the Constitution and except for a question of dissolution, all questions to be voted upon at any meeting of the organization shall be resolved by a majority vote.
Article VI. Board of Directors
Section 1. Officers
The Board of Directors shall be voted on by the membership at large, with at least two-thirds of the Board being active singing members. The number of Directors shall be eleven (11) during the 2007 concert season.
At the start of the 2008 season, the Board‘s number may increase to include an additional Two (2) members, which will be non-singing members. These non-singing members will be nominated and appointed by the Board of Directors and at no time will exceed Three (3) in number and will be for a term of Two (2) years. In the event of a tie vote, the President will act and cast the tie-breaking vote.
The Music Director, Accompanist and Past President shall be ex-officio members of the Board with no voting privileges. The Board shall organize itself for the calendar year by electing a President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer the first meeting in February of each year.
Terms of Office:
Six (6) of the eleven (11) Board members will have terms of three (3) years in length; Five (5) of the eleven (11) Board members shall have terms of two (2) years in length for their initial term in office. At the expiration of the initial term, each respective Board member shall be elected to serve a term of two (2) years (so that the terms are staggered).
Section 2. Composition of Duties
The Board of Directors shall manage the property, affairs and business of the Society. The Board of Directors shall fix the rules and regulations for the payment of semi-annual dues by the members and in general, exercise all of the powers of the Society except those prescribed by law or by Certificate of Incorporation or by the Constitution conferred upon or reserved to the members.
Section 3. Vacancies and Removal
The President of the Board shall fill any vacancy on the Board promptly for the unexpired portion of the term of office. If any member of the Board fails to fulfill the responsibilities of his/her office, his/her resignation may be requested by two-thirds of the Board.
Section 4. Regular meetings
Regular meetings of the board of Directors will be held at least quarterly, unless otherwise agreed by the majority of the board of Directors.
Excused Absences:
A Board member can request that he/she be excused from a meeting due to illness, meeting conflicts, etc. At a minimum, Board members are required to contact an Officer of the Board prior to a meeting to advise that he/she will be absent and request that they be listed as excused by the recording Secretary. Maximum excused absences should be no more than Three (3) per term year.
Removal/Resignation:
After two unexcused meeting absences, a member will receive a warning from the Corresponding Secretary. Additional unexcused absences will result in removal from the Board. Failure to attend a minimum of fifty percent (50%) of the regularly scheduled meetings during the course of the term year shall be considered as a resignation of any Board member.
At any meetings duly called, any Board member may be removed by two-thirds vote of the Majority of the Board. Board members must be present to vote. The Corresponding Secretary will notify members so removed within one week after the vote. No successor may be selected to fill the vacancy until the member is given the opportunity to be heard at the next regular or special meeting of the Board. Any vacancy on the Board shall be filled for the unexpired portion of the term of office remaining at the discretion of the President.
Section 5. Special Meetings
The President may call a special meeting of the Board of Directors.
Section 6. Quorum and Voting
A majority of Board members shall constitute a quorum, and the majority vote shall rule unless otherwise required by the Constitution. If less than a quorum is in attendance the meeting may be adjourned until a quorum shall be present. The Meeting may be held to address open issues but no matters requiring Board approval may be resolved until a quorum exists.
Section 7. Compensation
Board members shall not receive any compensation for their services in such capacity, but may be reimbursed by the Society for their reasonable expenses and disbursements on behalf of the Society.
Section 8. Nominating Committee
The President shall appoint a nominating committee each October consisting of six members for the purpose of finding persons within the membership at large to fill the open positions on the Board of Directors for the new calendar year. Two members of the committee shall be Board members. The remaining members shall consist of one person from each voice part, Soprano, Alto, Tenor and Bass.
Section 9. Personnel
The Board of Directors shall contract a Music Director and other necessary personnel and set their compensation.
Section 10. Affirmative Action Employment
The Employment policies of the Society are to recruit and employ qualified job applicants without discrimination based on race, creed, color, religion, age, sex, national origin or handicap and to treat all employees equally.
Article VII. Officers
Section 1. Duties and Powers
The duties of the Officers shall be as follows:
- President. The President shall serve a term of one year. The President shall be the principal executive officer of the Society and shall preside at all meetings of the membership and the Board of Directors according to Robert’s Rules of Order.
- Vice-President. The Vice President shall serve a term of one year. In the absence of the President, or in the event of his/her inability of refusal to act, the Board of Directors may determine the circumstances upon which the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President.
- Recording Secretary. The Recording Secretary shall serve a term of one year. The Recording Secretary shall keep minutes of the proceedings of all meetings of the general membership and Board of Directors. He/She shall give, or cause to be given, copies of these minutes within two weeks prior to the next meeting. He/She shall give, or cause to be given, all notices and be custodian of the written record of the members of the Society and their addresses. The Recording Secretary shall also maintain a file containing a job description for all officers and shall maintain any special files as directed by the Board of Directors. He/She shall also perform all duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
- Corresponding Secretary. The Corresponding Secretary shall serve a term of one year. The Corresponding Secretary shall be responsible for sending cards or notes to members for occasions requiring such. He/She shall also perform all duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
- Treasurer. The Treasurer shall serve a term of one year. The Treasurer shall have custody of the Society funds and shall keep, or cause be kept, correct accounts of receipts and disbursements in books belonging to the Society. He/She shall be responsible for submitting quarterly taxes according to the State and Federal Government as required by incorporation. He/She shall give, or cause to be given, copies of the Treasurer’s report to the Board members at each Board meeting. The Treasurer shall provide all necessary records at the end of the calendar year for internal audit at the boards descretion. The Treasurer shall perform all duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Treasurer shall bring to the attention of the Board of Directors all members delinquent in payment of dues and concert attire.
- Other Personnel. Duties of all other personnel shall be governed by the job description on file with the Secretary and any other duties as directed by the President.
Article VIII. Finance and Property
Section 1. Fiscal Year
The fiscal year of the Society shall be the calendar year, July 1 through June 30.
Section 2. Contributions
Contributions, bequests and gifts to the Society shall be accepted only upon the authorization of the Board of Directors.
Section 3. Depositories
All funds of the Society shall be deposited to the credit of the Society in such banks or depositories and under such terms and conditions as may be determined by the Board of Directors.
Section 4. Property
Title to all property shall be held in the name of the Society.
Section 5. Approval Signatures
All checks, drafts and other orders for the payment of money shall be signed by such officer or officers or agent or agents, as shall be thereunto authorized by the Board of Directors.
Section 6. Contracts and Debts
Contracts may be entered into, or debts incurred only as directed by the resolution of the Board of Directors or by its appointed delegate. When the execution of any contract or other instrument has been authorized the board of Directors with special specification of the executing officers, the President or the Vice-President may execute the same in the name of and on behalf of the Society.
Section 7. Budget
The annual budget of estimated income and expenditures of the Society shall be approved by the Board of Directors. No expense shall be incurred in excess of total budgetary appropriations without prior approval of the Board of Directors.
Section 8. Financial Reports
A summary report of the financial operation of the Society shall be made at least annually to the membership in such form as the Board of Directors shall prescribe. An auditor or auditing committee appointed by the Board of Directors, to be submitted to the annual meeting of the Society, shall make an annual audit.
Article IX. Dissolution
Section 1.
Upon the dissolution or liquidation of the Society, all of its assets remaining after payment of its liabilities shall be given to some local educational or charitable organization selected by the Board of Directors and approved by the membership. Dissolution of this organization shall be accomplished by the approval of at least two-third of the voting membership. Dissolution proceedings shall be discussed at a special meeting called for that purpose. Each member of the Society shall be deemed to have waived and relinquished all rights conferred by statute or otherwise upon membership of corporations without capital stock to share in such assets upon any dissolution or liquidation.
Article X. Amendments
Section 1.
Adoption or repeal or amendment of any section of this Constitution shall be presented to the general membership at least one week prior to the meeting at which it will be voted upon. Adoption shall require the vote of two-thirds of the members present.
(This Constitution has been revised and made available to all members February 2014)