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Cave Run Symphony Orchestra

Society by-laws

January 23, 2018

ArticleI.Name

The name of this organization shall be the Cave Run SymphonyOrchestra Society(CRSOS).The performing arm (CRSO) of the CRSOSconsists of professional and semi-professional musicians, music teachers, and highly qualified college and high school musicians from throughout the region.

Article II.Mission

The mission of the CRSOS is to perpetuate and promote the rich tradition of live symphonic music by presenting high caliber concerts. The CRSOSshallalso provide educational and enrichment activities for MoreheadStateUniversity students and area high school students, thereby contributing to the quality of life for people of all ages and ethnicities throughout the region.The Society shall be a not-for-profit organization.

Article III. Membership in the CRSO Society

The CRSO Society is comprised of all individuals who have paid annual membership dues.A person can become a member of the CRSOSociety by contributing atvarious levels of giving determined by the Board of Directors. All levels of membership shall ensure voting privileges.

Article IV. Fiscal Year

The fiscal year shall run from May 1 through the following April 31.

Article V. Governance

Section 1.Board of Directors (Board)

The CRSOSshall be governed by a Board, which will consist of not fewer than 9 or more than 11 individuals.

A President, who shall preside at all Board meetings, and shall be an ex officio member of all committees

A Vice-President, who shall preside over meetings in the absence of the President

A Secretary, who shall keep the minutes from Board meetings and annual Society meetings; maintain a list of Society members; and send notices of Board meetings and annual meetings

A Treasurer, who shall be designated as the person to deposit money and initiate expenditures for the CRSOS account.Requests for payments shall be authorized by the President or Vice-President. TheTreasurer shall make a report of financial standing at each Board meeting and each Society membership meeting

A musician who currentlyperforms in the CRSO, selected by the Artistic Advisory Committee, chosen within 30 days of the annual meeting

The Chair of the Artistic Advisory Committee

Three at-large individuals, elected by the Society from the membership list

A person who completes three (3) terms on the Board will be awarded the status of Emeritus with the approval of the Executive Committee. A Board Emeritus person will be allowed to attend all Board meetings and to participate in discussion of agenda items. He or she, however, will not have a vote at the regular Board meetings.

The Boardshall elect its own officers.However, to provide for continuity, the terms for individuals coming to the Board at its inception shall be staggered in the following manner: four Directors shall serve for two years each; and the remaining Directors shall serve for terms of one to three years each. Thereafter, term lengths for Directors shall be two years.Midterm vacancies on the Boardshall be filled by appointment through a vote of the Board to fill the unexpired term until the next annual meeting. A quorum at any Board meeting shall consist of one Director more than 40% of the current membership of the Board.

Duties of the Boardshall be to receive requests from the various CRSOS committees for expenditures andpass them on to the Treasurer to request payment from theCRSOS/Morehead State University Foundation, Inc. account. The Boardshall also assist with the plans for fundraising, marketing, and publicity.

Section 2.Annual Meeting

There shall be an annual meeting during the month of January, at which time elections shall be held for the Board.Notification of the meeting shall be issued by the Secretary at least 10 days prior to the meeting. A quorum at the annual meeting shall be constituted by those CRSO Society members in attendance at the meeting. A person must be present to vote.

Section 3.Regular Meetings

The Board shall meet regularly, the frequency to be determined by the Board.

All Board, Executive Committee, and Society meetings shall be conducted according to Robert’s Rules of Order.

Section 4. Committees

Executive Committee

The Executive Committee shall consist of the Board officers. The Executive Committee shall have the authority to direct the affairs of the CRSOS between meetings of the Board. Executive Committee meetings will be called by the President or Vice-President. The presence of three out of the four members of the Executive Committee shall constitute a quorum for Executive Committee meetings.

Artistic Advisory Committee (AAC)

The AAC shall consist of no more than five members, and shall be selected annually by the Chair of the Morehead State University Department of Music, Theatre and Dance. The AAC is responsible for, but not limited to the decisions related to the musical aspects of the CRSOS, e.g., selection of all musicians including the conductor; selection of musical programming; and preparing the program notes for each performance.

Logistics Committee

The Logistics Committee is responsible for, but not limited to: venue locations; arrangements for physical setup and striking of all rehearsals/performances; distribution of music; authorship of contracts; layout and printing of the complete final program with personnel lists and advertisements. At least one member of the Logistics Committee shall serve on the Artistic Advisory Committee in order to communicate all recommendations. The Logistics Committee shall consist of at least one Board member, the Orchestra Librarian/Manager, and other Society members. The responsibilities of the Orchestra Librarian/Manager include ordering, distributing and collecting music; contacting hired musicians, along with collecting contracts and arranging payment (to be coordinated with the Treasurer). The annual appointment of the Logistics Committee, as well asthe Orchestra Librarian/Manager,shall be made by the AAC.

The Board can establish other standing committees or ad hoc committees and appoint CRSO Society members to them to carry out the business of the CRSOS.

Section 5. Adoption and Amendment of By-laws

The initial by-laws of the CRSOS shall be adopted by the CRSO Society membership by a majority vote of the members present at the annual meeting. The power to alter, amend, or repeal the by-laws or to adopt new by-laws is vested in the CRSO Society membership. The by-laws may be amended by written notification to CRSO Society members at least 14days prior to the annual meeting or a specially called meeting and by passage of a majority vote of those present at the meeting.

Section 6. Dissolution

The CRSOS may be dissolved by a two-thirds vote of the Society members, at a special meeting of the CRSO Society called expressly for that purpose. Upon dissolution, any remaining money in the CRSOS account shall be retained by the Morehead State University Foundation, Inc.to be allocated to the Department of Music, Theatre and Dance.

Article VI. Finance

All income and expenditure activity of the CRSOS shall be entered and maintained in an account established by the Morehead State University Foundation, Inc.The accounting agent can be changed by a majority vote of the Board.