Bylaws of the Manchester Symphony Orchestra and Chorale, Inc

BYLAWS OF THE MANCHESTER SYMPHONY ORCHESTRA AND CHORALE, INC. (MSOC)

ARTICLE I - NAME

NAME. This organization shall be known as the Manchester Symphony Orchestra and Chorale, Inc., also designated as MSOC, a non-profit organization incorporated in the State of Connecticut.

ARTICLE II - PURPOSE AND OBJECTIVES

PURPOSE. The purpose for which MSOC is organized and operated is exclusively literary and educational as defined in Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

OBJECTIVES. The objectives of the MSOC shall be to promote the performance of quality orchestral and choral music, on a non-profit basis, (1) to enhance the enjoyment and enrichment of its members, (2) to contribute to the furtherance of the performing arts in the community, and (3) to serve as an educational force, especially for young instrumentalists and singers.

ACTIVITIES. In furtherance thereof, MSOC will prepare rehearsals, concerts and special events, provide educational opportunities, seek and accept funding, enter into contracts, and conduct any and all activities in which a non-profit, non-stock corporation may legally engage in the state of Connecticut in accordance with these bylaws.

ARTICLE III - DEFINITION OF TERMS

A. "MSOC" shall mean the Manchester Symphony Orchestra and Chorale, Inc.

B. "Membership" shall mean all voting classes of members of the MSOC, Performing and Honorary

C. "The Board" shall mean the Board of Directors of the MSOC

D. "The Concert Season" shall refer to the period of MSOC rehearsals and concerts, usually in the months of September through June.

ARTICLE IV - MEMBERSHIP

CLASSES OF MEMBERSHIP. There shall be two classes of membership: Performing and Honorary. All currently active members of the orchestra and chorale shall be designated as Performing Members with full voting rights. Honorary Members will be designated by vote of the Board with or without voting rights.

ARTICLE V - BOARD OF DIRECTORS

BOARD OF DIRECTORS. The MSOC shall be governed by a Board of Directors. The Board shall be responsible to the Membership for implementation of the stated purposes of the MSOC and shall provide guidance and direction to the Operating Officers.

MEMBERSHIP. The Board of Directors shall consist of 15 Directors. Directors shall be elected to staggered two-year terms at the Annual Meeting of the membership. They shall serve for terms of two years commencing immediately following their Annual Meeting election. They may occupy a given office for not more than three successive two-year terms. If no acceptable replacement candidate for an office can be found, an incumbent may be elected to one or more additional successive terms beyond the third.

The Board Membership shall consist of the following:

A. The five Operating Officers: President, Vice President from the Orchestra, Vice President from the Chorale, Secretary and Treasurer. The President, Vice President from the Orchestra, and Secretary shall be elected in even-numbered years. The Vice President from the Chorale and the Treasurer shall be elected in odd-numbered years.

B. Three representatives from the Orchestra elected for a term of two years commencing immediately following their election. Two of the representatives from the Orchestra shall be elected in even numbered years and one shall be elected in odd numbered years.

C. Three representatives from the chorale elected for a term of two years commencing immediately following their election. One of the representatives from the Chorale shall be elected in even numbered years and two shall be elected in odd numbered years.

D. Three representatives from a group excluding the performing members. This group may include representatives of the community at large, elected for a term of two years commencing immediately following their election. One of the representatives from the Community shall be elected in even numbered years and two shall be elected in odd numbered years.

E. The immediate Past-President, serving a term of two years commencing immediately following the end of a presidential term. This term may be extended in the event a president resigns mid-term or serves more than two years.

F. The elected President shall serve as Chair for the Board of Directors. The Chair shall call and chair all meetings and shall appoint standing and ad hoc committees as required.

G. No Board member will be removed or have a shortened term as a consequence of Bylaw changes. Changes in Bylaws will be implemented as individual terms of existing Board members expire. Vacancies on the Board will be filled at the next Annual Meeting election.

H. Vacancies on the Board can be filled until the next annual meeting by vote of the Board.

ARTICLE VI - OPERATING OFFICERS

OPERATING OFFICERS. The Operating Officers (President, Vice President elected from the performing members of the Orchestra, Vice President elected from the performing members of the Chorale, Secretary and Treasurer) shall be responsible for carrying out the day-to-day business and operational activities of the MSOC.

A. PRESIDENT. The President shall chair all meetings of the membership and of the Board and shall oversee all operating activities and details to ensure successful performances by the chorus and orchestra. The President shall recommend appointees for Librarians and Historian, to be approved by the Board, and shall appoint standing and ad hoc committees as required. An elected President may be a Performing Member of the Orchestra or Chorale, or a non-performing member of the community at large. The President shall, with the Treasurer, be a Legal Signatory for the MSOC.

B. VICE PRESIDENTS. The Vice Presidents shall act as the primary direct links between the Board of Directors and the membership of the Orchestra and Chorale, respectively. In event of the President's absence, the President shall designate one of the Vice Presidents to act for and assume the responsibilities of the President. In event of the President's resignation, or if the President is unable to designate a replacement, the Board shall so designate one of the Vice Presidents. In case of the absence or resignation of the so designated Vice President, the other Vice President shall so act.

C. SECRETARY. The Secretary shall record minutes of all meetings, and maintain records of the organization. The secretary shall give notice of all meetings including the Annual Meeting and meetings of the Board of Directors. Elected Secretaries may be Performing Members of the Orchestra or Chorale or a Community Member.

D. TREASURER. The Treasurer shall be a Legal Signatory of the organization, shall collect, disburse and account for all MSOC funds and be responsible to the Board for all financial activities of the MSOC. This shall include the timely filing of all necessary Federal and State tax returns and financial forms. The Treasurer shall report the status of finances of the MSOC at each Board meeting and work with the Budget Committee to prepare an annual projected budget of expenses and disbursements for each project program of the MSOC before the last Board meeting prior to the annual membership meeting each year. The elected Treasurer may be a Performing Member of the orchestra or chorale or a Community Member. The Treasurer shall have custody of and shall have the power to endorse for transfer on behalf of the Corporation, stock, securities or other investment instruments owned by the Corporation.

E. PAST PRESIDENT. The immediate Past President shall serve as Chair of the Nominating Committee, reporting a slate of candidates for all vacancies to the Board at least two months prior to the elections to be held at the annual meeting.

ARTICLE VII - MEETINGS

ANNUAL MEETING. An Annual Meeting shall be held each year on the Monday immediately following the final scheduled subscription concert of the season to hear reports of the Operating Officers and various committees and to act upon any general business, including elections, of the MSOC. The Annual Meeting shall be chaired by the President or duly appointed designee, and shall proceed by Robert's Rules of Order. A quorum for the annual meeting shall consist of either thirteen members or twenty five percent of the Membership, whichever is smaller.

EMERGENCY MEETINGS. As the need arises, the President or duly appointed designee may call and chair an emergency meeting of the general membership of the MSOC. Actions of an Emergency Meeting shall be subject to approval at the following Annual Meeting upon challenge by any member. Actions specifically disallowed at emergency meetings are: (1) dismissal of any member or Officer, (2) revision of Bylaws, (3) authorization for expenditure of more than $500, and (4) vote on any major change(s) which could jeopardize the continued existence of the MSOC. The quorum for emergency meetings shall equal that of Annual Meetings.

BOARD OF DIRECTORS MEETINGS. The Board of Directors shall have regular meetings as necessary, separate from the annual or emergency meetings to discuss and implement goals for the MSOC, to give guidance to the Operating Officers and Music Conductors, and to prepare for subsequent meetings. Board meetings shall be chaired by the President as the Board Chair and conducted according to Robert's Rules of Order according to the section of these Bylaws relating to the Board of Directors. A quorum for the Board of Directors is a simple majority of the elected Directors.

MEETING NOTICES. An announcement of each Annual Meeting, which shall include an accompanying statement of purpose, shall be presented to the membership at least one week prior to the date of the meeting. The Board shall make a reasonable attempt to notify all eligible members through any or all of the following methods: verbal announcements at rehearsals or concerts; telephone messages; distribution of written announcements by hand or mail; email. The announcement shall include the nomination committee’s proposed slate of candidates for election to the following year’s Board.

ARTICLE VIII- COMMITTEES

A. STANDING COMMITTEES:

1. NOMINATING COMMITTEE. A Nominating Committee shall be appointed by the President and approved by Board of Directors at least two months prior to the Annual Meeting election.

a. MEMBERSHIP. The Immediate Past President shall chair this committee with at least two other Board members, at least one of whom must be a performing member, appointed by the President and approved by the Board.

b. DUTIES. The duties of this committee shall include the preparation of a list of nominees for the MSOC vacant offices including Operating Officers, Chorale Board Representatives, Orchestra Board Representatives and Community Board Representatives according to the two year rotating term schedule.

2. BUDGET COMMITTEE. The Budget Committee shall prepare an Annual Projected Budget and shall review budget procedures annually.

a. MEMBERSHIP. The Budget Committee shall be chaired by the MSOC Treasurer and membership should include representatives from the chorale, orchestra and community.

b. DUTIES. The Budget Committee shall prepare an Annual Projected Budget for approval by the Board at its last meeting prior to the annual meeting. The budget should contain budget amounts projected for each major budget program of the MSOC.

3. BYLAW REVISION COMMITTEE. A Bylaw Committee shall be appointed by the president at least two months prior to the Annual Meeting to review and rewrite Bylaws as necessary and according to the provisions for revision in these Bylaws.

a. MEMBERSHIP. The Bylaws committee shall be chaired by the President and may have members from the Board representing the chorus, orchestra or the community.

b. DUTIES. The duties of the Bylaws Committee shall include yearly reviews of the Bylaws and written changes to be proposed to the Board in time for notification of the Membership before the Annual Meeting.

B. AD HOC COMMITTEES. Ad Hoc Committees may be appointed by the President at any time in order to carry out any legitimate business of the MSOC.

ARTICLE IX - AMENDMENT OF BYLAWS

AMENDMENT VOTE. The Bylaws may be changed or amended by a two thirds majority vote of the Membership in attendance at an annual Meeting of the MSOC at which there is a quorum.

CERTIFICATE OF INCORPORATION. The Certificate of Incorporation may be amended at any time by Directors holding 2/3 vote of the Board of Directors at any meeting of the Board of Directors duly called to consider such amendment.

LIMITATION OF POWER TO AMEND. Anything herein to the contrary notwithstanding, no change shall be made in the Certificate of Incorporation of the Corporation or in these Bylaws which will affect the exempt status of the Corporation under Section 501 (c) (3) of the Internal Revenue Code.

WRITTEN AMENDMENT. Whenever a Bylaw is amended or repealed or a new Bylaw is adapted, such action and the date on which it was taken shall be noted By the Secretary on the original Bylaws in the appropriate place or a new set of Bylaws shall be prepared incorporating such changes.

INCONSISTENCIES WITH CERTIFICATE OF INCORPORATION. If any provisions of these Bylaws shall be found to be inconsistent with any provisions of the Certificate of Incorporation, as presently existing or as from time to time amended, the latter shall constitute the controlling authority.

DISSOLUTION. In the event of dissolution, all of the real assets of the MSOC shall be distributed to one or more non-profit corporations which satisfy the intent of section 501 (c) (3) of the United States Internal Revenue Code and are engaged in similar musical activities. No member or Officer of the MSOC shall realize any financial gain as a result of this dissolution.