Willimantic Orchestra By-laws as of 5/08
WILLIMANTIC ORCHESTRA, INC.
ARTICLE I: NAME
The name of this corporation shall be Willimantic Orchestra, Inc., to be referred to in these By-laws as “Orchestra.”
ARTICLE II: PURPOSE
The purpose of the Orchestra is to provide its members with a vehicle for enjoying and developing their musical talents, to furnish the community with a source of musical enjoyment by the presentation of public concerts, and to promote awareness and appreciation of serious music among its members and the public-at-large.
ARTICLE III: MEMBERS
Section 1: Class of Membership.
There shall be one class of members in the Orchestra.
Section 2: Admission to Membership.
Members may be admitted as necessary to meet the instrumental requirements of the musical selections to be played by the Orchestra. At the time of incorporation, those persons to be given membership status shall be determined by majority vote of the incorporators; thereafter, members will be accepted by action of the Board of Directors after recommendation by the conductor. Expulsion of a member shall occur only by a two-thirds vote of the Board of Directors. Orchestra members shall not be paid for playing.
Section 3: Non-member Participants.
On occasion it may be necessary to recruit persons from outside the Orchestra's membership to fill special roles. Examples are players to cover parts not covered by members, instrumental or vocal soloists, a conductor for the Orchestra, and such management personnel (e.g., publicity director, librarian, stage manager) as may not be recruited from the Orchestra's membership. Such non-member participants may or may not be paid for their services, as determined by the Board of Directors.
ARTICLE IV: MEETINGS OF MEMBERS
Section 1: Place of Meetings.
The Orchestra shall meet at such time and place as is designated by the Board of Directors. Each member will be notified at least ten (10) days in advance of the meeting by the Secretary of the Orchestra.
Section 2: Annual Meeting.
The annual meeting of the Orchestra shall be on the first Thursday of May of each year. In order, items of the agenda shall be:
1. Reading of the minutes of the preceding meeting.
2. Reports of Officers.
3. Reports of Committees.
4. Unfinished business.
5. New business.
6. Election of new Officers.
7. Appointment of Committees.
8. Election of new Directors.
Section 3: Special Meetings.
Special meetings of the Orchestra to conduct business may be called by the President of the Orchestra with the authorization of the Board of Directors, or upon written request by at least ten (10) members of the Orchestra. Assurance that ten-days advance written notice of the time, place, and purpose of such a special meeting is given to each member shall be the responsibility of the Secretary.
Section 4: Quorum.
At any meeting of the Orchestra at which business is conducted, a quorum shall constitute 20% of the number of members listed on the roster of the Orchestra at the time of the meeting.
Section 5: Voting.
Each member is entitled to cast one (1) vote at meetings of the Orchestra where business is transacted. Proxy voting is not permitted.
ARTICLE V: DIRECTORS
Section 1: Numbers, Election and Term of Office.
The Board of Directors shall comprise not less than five (5) nor more than twelve (12) Directors. Of the total number of Directors, a majority shall be members of the Orchestra. Directors shall be elected at the annual meeting for a term of three years. Should a Director cease to be in office because of death, resignation, or lawful removal, a successor shall be elected to serve out the unexpired term by vote of the members of the Orchestra at a special meeting called for that purpose.
Section 2: Powers and Duties of Directors.
The Board of Directors shall manage and control the property, business and affairs of the Orchestra as provided for under the General Statutes of the State of Connecticut, its Certificate of Incorporation, and these By-laws. Each Director shall serve on at least one Orchestra committee or hold office, as well as attend Board meetings.
Section 3: Annual Meeting.
A meeting of the Board of Directors for the appointment of Committees of the Board of Directors and the Orchestra, and for transaction of any other business that might come before such meeting, shall be held without other notice on the first Thursday following the annual meeting of the members of the Orchestra.
Section 4: Special Meetings.
Other meetings of the Board of Directors may be held whenever and at such place deemed advisable by the President or a majority of the Board of Directors, notice thereof to be given or mailed to each Director at least ten (10) days prior to such meeting.
Section 5: Waiver of Notice.
Notice of any meeting of the Board of Directors may be waived, if all of the Directors agree in writing to do so. Any Director present at a Board of Directors meeting who does not protest lack of proper notice prior to or at the commencement of the meeting shall be deemed to have waived notice of said meeting.
Section 6: Director's Consent.
Any written resolution approved and signed by each of a group of Directors, whose membership constitutes at least a majority of the Board of Directors, shall have the same force and effect as if such action were authorized by a meeting of the Board of Directors duly called, advertised, and held for that purpose. Such resolution, together with the Directors' written approvals, shall be recorded by the Secretary in the minute book of the Corporation.
Section 7: Quorum.
The holders of a majority of the directorships shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. A majority vote of the Directors constituting a quorum at such a meeting shall constitute an action by the Board of Directors. Proxy voting is not permitted.
Section 8: Chair.
The President of the Orchestra shall also serve as Chair of the Board of Directors and shall preside over all meetings of the Orchestra and of its Board of Directors.
ARTICLE VI: OFFICERS
Section 1: Number of Officers.
The officers of the Orchestra shall be President, Vice President, Secretary, and Treasurer, and any other officers as the Board of Directors shall from time to time appoint. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Each officer shall be an ex-officio member of the Board of Directors. As such s/he shall attend all meetings of the Board of Directors and may participate fully in its discussions, but shall be entitled to vote on motions only if s/he is a Director.
Section 2: Election of Officers.
The officers of the Orchestra shall be elected by the members at the annual meeting of the Orchestra. Only members of the Orchestra may serve as officers. All officers serve for a term of one year from June 1 through May 31.
Section 3: Duties of Officers.
The officers of the Orchestra are to effect the policies contained in these By-laws, and as shall be prescribed by the Board of Directors, as follows:
a. President. The President shall preside at all meetings of the Orchestra and shall serve as Chair of the Board of Directors. The President shall be ex officio member of all committees of the Orchestra and of the Board of Directors.
b. Vice President. The Vice President shall perform such duties as are assigned by the Board of Directors or are delegated by the President.
c. Secretary. The Secretary shall serve both the Orchestra and the Board of Directors in notifying members and Directors of meetings, recording and maintaining a permanent record of minutes of all meetings, and handling correspondence.
d. Treasurer. The Treasurer shall have charge of all funds and securities of the Orchestra, shall deposit all monies received by the Orchestra in a bank account bearing its name, shall disperse monies according to the instruction of the President or Board of Directors, and shall keep accurate records of all such transactions.
Section 4: Vacancies.
Vacancies in any office shall be filled by action of the Board of Directors. An officer thus appointed shall hold office until his/her successor is elected at the next annual meeting of the members of the Orchestra.
Section 5: Removal.
Any officers may be removed from office by a majority vote of the members of the Orchestra at a meeting called to consider that action.
ARTICLE VII: COMMITTEES OF THE BOARD OF DIRECTORS
Section 1: Nominating Committee.
At the annual meeting of the members of the Orchestra the President, with the approval of the Board of Directors, shall appoint a Nominating Committee to serve for a term of one year. The Committee shall receive suggestions for officers and directors of the Orchestra to be voted upon by the members of the Orchestra at their next annual meeting or to be appointed by the Board of Directors to fill vacancies during the year of such Nominating Committee's tenure.
Section 2: Other Committees.
The Board of Directors may, by majority vote, create additional committees for such purposes as the Board shall specify. All committees created by the Board shall have one Director as ex officio member and shall have a chair designated by the Board.
Section 3: Edward D. Gerry Scholarship Fund Committee.
The Committee shall administer monies held by the Orchestra belonging to the fund established in January 1992 in memory of Edward D. Gerry, hereafter referred to in these By-Laws as “Scholarship Fund.”
a. The Committee shall consist of three members of the Orchestra, one of whom shall be a Director, and one of whom shall be the Treasurer of the Orchestra.
b. The members of the Committee shall be appointed by the President, with the approval of the Board of Directors.
c. The Committee shall be responsible for keeping accurate records of monies in the Scholarship Fund, by means of a separate bank account or book-keeping system, or both.
d. The Treasurer shall deposit monies into the Scholarship Fund, as may be received from time to time from outside sources.
e. The steering committee for the Scholarship Fund shall be a separate entity from the Orchestra, and shall determine its own policies regarding both the selection of its members and designation of recipients of awards.
f. The Treasurer shall disburse payments to recipients of scholarship awards, as may be directed from time to time by the steering committee for the Scholarship Fund.
ARTICLE VIII: COMMITTEES OF THE ORCHESTRA
At the annual meeting of the members of the Orchestra the President shall appoint persons constituting the following committees (and any other committees of the Orchestra that may have been created at a meeting of the Orchestra), to serve for a term of one year. Unless explicitly named by the President, the Chair of each Committee shall be elected by the Committee, to serve for a term of one year.
Section 1: Program Committee.
There shall be a committee of at least three (3) persons whose responsibility will be to plan the program of musical selections to be played by the Orchestra during the forthcoming year. The committee shall seek suggestions and advice from the members of the Orchestra and other knowledgeable persons, and shall work with the conductor of the orchestra to determine whether music selected for the program is appropriate and desirable. It shall also determine available sources of such music and, in consultation with the Treasurer, determine that music to be bought or rented is within the financial means of the Orchestra. The Chair of the committee and a majority of its members shall be members of the Orchestra.
Section 2: Personnel Committee.
A committee of at least one (1) member with a Personnel Manager as its Chair shall be responsible for:
a. Informing players before the beginning of the concert season concerning the Orchestra's rehearsal and concert dates for the season;
b. Contacting players when rehearsals or performances are cancelled, postponed, added, or otherwise changed from the original schedule;
c. Assuring that all parts in the selections to be rehearsed or performed are covered, either by members or by special performers recruited for that purpose.
Additional members of the Committee may be recruited as needed to execute the responsibilities of the Committee. This Committee may be allotted funds for telephone charges, photocopying of personnel rosters, and the like, at the discretion of the Treasurer. All members of this Committee shall be members of the Orchestra.
Section 3: Publicity Committee.
A committee of at least three (3) persons shall be responsible for publicizing concerts and for otherwise informing the public of such activities of the Orchestra as may be of interest to the community-at-large. To this end the Committee may prepare statements for use by the media, have posters printed, and the like. Preparation of a printed program for each concert is the responsibility of the Committee. Monies allocated for printing and other costs incurred by this Committee shall be determined by the Treasurer.
Section 4: Library Committee.
A committee of at least one (1) person with the Orchestra's Librarian as its Chair shall be responsible for the security and management of the musical scores and parts used by the Orchestra. Music owned, rented, or borrowed by the Orchestra shall be distributed to players at rehearsals and collected after concerts by the Librarian, who shall also return rented or borrowed music to its rightful owner.
Section 5: Stage Committee.
This committee of at least one (1) person with a Stage Manager as its Chair shall assure the availability of an appropriate hall for the Orchestra's rehearsals and concerts, and shall supervise the setting up of chairs, stands, and the like as appropriate to the needs of these events.
ARTICLE IX: AMENDMENTS
These By-laws or any article or section thereof may be amended or repealed by a two-thirds majority vote of the members at a meeting of the Orchestra, provided that they constitute a quorum and that specific notice of such action is included in an agenda given or mailed to each Orchestra member at least ten days prior to the meeting.
ARTICLE X: DISSOLUTION
The Orchestra may be dissolved by a two-thirds vote of the members, at a special meeting of the Orchestra called expressly for that purpose.
In the event of dissolution, no member, director, officer of the corporation, or any private individual shall be entitled to share in the distribution of any assets of the Orchestra. All assets remaining after payment of all debts and obligations of the Orchestra and the necessary expenses of dissolution, shall be distributed pursuant to a Plan of Distribution adopted by the Board of Directors and subject to the approval of a Justice of the Supreme Court of the State of Connecticut, which Plan shall provide the transfer of those assets to another organization or organizations exempt under IRC §501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose.
4 May 1989 (Article III, Sec. 2; Article V, Secs. 1 & 3; Article VI, Sec. 1)
19 October 1989 (Article X).
7 May 1992 (Article VII, Sec. 3).
29 April 1993 (Article VI, Sec. 2).
6 May 1999 (Article III, Secs. 2 & 3; Article V, Secs. 1 & 2)