BY-LAWS of the BOULDER CHORALE
Approved by the
Board, Feb. 11, 2008; subsequent editing by Board via e-mail.
(Items in red to be deleted. Items in blue to be added.
Merged sections in purple. Rationale for
change in CAPS)
Article I: Name
Section 1 -- The
name of this Corporation shall be Boulder Chorale.
NO CHANGE.
Section 2 – The mission of the Boulder Chorale is to
provide a beneficial musical experience to singers and listeners alike. The Chorale offers interested singers in
Boulder County the opportunity to reach their potential through vocal training
and performance. The Chorale seeks to
serve the larger community by presenting quality choral performances and
educational experiences of classical repertoire in order to educate and
stimulate community members. It is the
Boulder Chorale's intent to enhance Boulder’s quality of life through a shared
musical experience.
Section 2 -- Mission: The Boulder Chorale enhances the
community’s quality of life by offering music education, outreach, and quality
performances.
Section
2: changed to agree with mission statement presented in 2006-7 by the Planning
Committee and adopted by the Board.
Section 3 – The registered
office location of Boulder Chorale shall be located in the County of Boulder,
Colorado. The
Corporation may have any number of offices at such places as the board may
determine.
SECTION 3: SIMPLIFIED
Article II: Purpose of the Corporation
Section 1 – The
Corporation is organized for purpose of arts education as defined in Section
501(c)(3) of the internal revenue code and applicable regulations.
Section 2 -- The purpose of the Boulder
Chorale shall be to provide an opportunity for
interested persons to rehearse choral music of various periods and of
contrasting styles, and to perform this music before the community.
ARTICLE II: NO CHANGES
Article III: Membership
Section 1 -
Membership shall be accorded to persons participating in the activities of the
Corporation, and who abide by Corporation policies, procedures and Bylaws.
SECTION 1: NO CHANGE
Section 2 –
Auditions may be required by the Board of Directors.
SECTION 2: NO FURTHER CHANGES SINCE SPRING 2007.
Article III: Membership (continued)
Section 3 –
Standing: Each member in good standing, as reported by the membership liaison and Treasurer, shall
be eligible to vote.
Section 3: The member liaison plays no role in
this. A member in good standing is one
who is financially squared away with the Chorale, and this is the business of
the Treasurer only.
Section 4 – Registration: The Corporation
will hold a membership registration day(s) at the beginning of the season. The Board of Directors shall set the date,
time and place of the registration day(s), as well as the total number of
registration days. The Board of Directors shall provide the community written
notice of any registration day at least three weeks before the time fixed for
the registration day.
Section 4 -- The Board of Directors shall set membership
registration periods. The Board of
Directors shall provide the community written notice of any registration
period: dates, times, places, and specifics.
Re-registration is not allowed until previous fees are paid in full.
Section 4 – Registration. We changed this a lot, since the whole registration process has
been modified greatly over the years.
Section 5 – Amount: The total membership of the Boulder
Chorale shall only be limited by the maximum number of people the rehearsal
and/or performance spaces can accommodate, based on the city or county fire and
safety codes.
Section 5 – Amount. With the instituting of
auditions, this section is no longer necessary. Completely deleted.
Section 5 6-
Resignation: Any
member of the Corporation may resign by notifying the membership liaison, but
such resignation shall not relieve the member so resigning of the obligation to
pay any dues, assessments, or other charges accrued and unpaid.
Any member of the Corporation may resign but such
resignation shall not relieve that member of the obligation to pay all charges
accrued and unpaid, nor shall the resigning member be due a refund for charges
paid.
Section 6, (NOW 5) – Resignation. We re-phrased and
clarified the resignation stipulations.
Article IV: Meetings
Section 1 –
Annual Business Meeting: The annual business
meeting of the members shall be held on a date set by the Board, for the
purpose of electing board The Annual
Business Meeting of the Chorale shall be held on a date set by the Board, for
the purpose of electing Board members and for the transaction of such
business as may come before the meeting.
The Board of Directors may designate any place within the county County of Boulder as the place of
the meeting for the annual business meeting. for the meeting.
(Merged section would read: Section 1 -- The Annual
Business Meeting of the Chorale shall be held on a date set by the Board, for
the purpose of electing Board members and for the transaction of such business
as may come before the meeting. The Board of Directors may designate any place within the County
of
Boulder as the place for the meeting.)
Section 1: We simplified the language.
Section 2 – Regular Meetings: The board of directors shall set
regularly scheduled rehearsals with the recommendation from the Artistic
Director. Special rehearsals may be scheduled
when deemed necessary by the Artistic Director. (See Article IV, Section 6)
Section 2 -- Special Meetings. The Board of Directors may schedule additional business meetings
of the Chorale with notification of the membership.
Section 2: We limited the concept of meetings
to business meetings rather than including all rehearsals as meetings.
Section 3 -- The
presence of not less than 40% of members, represented in person, shall
constitute a quorum and shall be necessary to conduct the business of this
organization. Voting by proxy or by absentee ballot shall not be permitted. A
lesser percentage may adjourn the meeting until a later date in which a quorum
can be reached.
SECTION 3: NO CHANGE.
Section 4 - All
actions by the Corporation shall be by majority vote except as otherwise provided in the By-Laws. of those present.
(Merged section would read: Section 4 -- All actions by
the Corporation shall be by majority vote of those present.)
Section 4: We simplified and clarified the
language
Section 5 – Special meetings may be called by the President
or the Artistic Director, and may be called at the request of at least one-half
of its members. Notice of each special meeting shall be given to all who are
entitled to be present. The concert dress rehearsal is a mandatory special
meeting for all members who wish to perform in the related concert.
SECTION 5: OMITTED ENTIRELY. IT
IS NOW COVERED IN SECTION 2.
Section 6 5 - Robert's
Rules of Order, latest edition, shall govern parliamentary procedure of all
meetings of the Corporation. However, a
process of consensus building may precede the framing of a motion.
Article
IV: Meetings (continued)
Old Section 6, new Section 5: We clarified
that much of our work is less formal than allowed in the old bylaws, moving in
the direction of a consensual process, rather than majority voting for every
issue discussed.
Article V: Board of Directors
Section1--
Powers: The Board of Directors shall have the power to manage and govern the
Corporation within the limits of the Bylaws, the
Articles of Incorporation, and the laws of the State of Colorado.
Section 1: We added the Articles of Incorporation to the determining documents.
Section 2 – Election and
Tenure: Number, Tenure, and Qualifications: The board
of the directors of the Corporation shall consist of the immediate Past
President and not more than sixteen members of the Corporation or community.
Members of the
Board of Directors shall be elected
at the a Annual b Business m Meeting. from the pool of candidates presented to the President by the
Nominating Committee. Board
members will serve for staggered terms of two years, with approximately
half being elected in alternating years. Their terms shall begin at
the first Board
meeting after the Annual membership Business
Meeting.
Any member of
the Corporation may be elected, subject only to the limitation on length of
continuous service permitted in that office.
The immediate
Past President, if not an
elected Board member, shall be a n ex-officio voting Board member serving a one-year term. In
the event that the immediate Past President is unavailable, the Directors may
appoint another person as a general member of the board in lieu of the
immediate Past President.
(Merged section would read: Section 2 – Election and
Tenure: Members of the Board of Directors shall be elected at the Annual Business
Meeting. Board members will serve for terms of two years. Their terms shall
begin at the first Board meeting after the Annual membership Business Meeting. The immediate Past President, if not an
elected Board member, shall be an ex-officio voting Board member serving a
one-year term.)
Section 2: We changed the title to Election and
Tenure and eliminated a specific number of Board members, thus avoiding the
need for a bylaws change whenever added forces are needed. We removed the implied restriction on
nominations from the floor. We
clarified that the terms begin at the first Board meeting after the Annual
Business Meeting. We also clarified the
status of the Past President. finally, we eliminated the ambiguous wording
about how many shall be elected in any given year.
Section 3 –
Regular Meetings: The Board of Directors shall meet once
a month when the Board deems it necessary, at a date, time, and place set
by the Board. The Board shall hold an
annual transition meeting for the
purpose of electing and training officers and
conducting business of the Board.
Article V.
Board of Directors (continued)
(Merged section would read: Section 3 -- Regular Meetings:
The Board of Directors shall meet when the Board deems it necessary, at a date,
time, and place set by the Board. The
Board shall hold an annual transition meeting for the purpose of electing
officers and conducting business of the Board.)
Section
3 – Regular Meetings. We removed the
mandated monthly meeting and clarified the nature of the transition meeting.
Section 4 –
Special Meetings: Special meetings of the Board of Directors may be called by
or at the request of any officer. the President,
with concurrence of the Board, and shall be held at such a place as the
Directors may determine. Notice of any special meeting shall be given
at least 48 hours before the time fixed
for the meeting.
(Merged section would read: Section 4 -- Special Meetings:
Special meetings of the Board of Directors may be called by or at the request
of any officer. Notice of any special meeting shall be given at least 48 hours
before the time fixed for the meeting.
Section 4 – Special Meetings. We allowed for such meetings to be called by
any officer, not just the President. We removed the time restriction.
Section 5 --
Quorum: A quorum for the transaction of business shall consist of a majority of
the members of the Board of Directors, which
may not be less than 1/3 of the number in office. The act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Any action consented to in writing
by a majority of the Directors each and every Director shall be as valid as if adopted
by the Board of Directors at a duly warned and
held regular or special meeting of the board Board, provided such Such written consent is must be inserted in the minute book. minutes.
(Merged section would read: Section 5 -- Quorum: A quorum for the
transaction of business shall consist of a majority of the members of the Board
of Directors. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. Any action
consented to in writing by a majority of the Directors shall be as valid as if
adopted by the Board of Directors at a regular or special meeting of the Board.
Such written consent must be inserted in the minutes.)
Section 5 – Quorum.
We cleaned up the language.
Section 6 –
Voting: Each Director shall have one vote, and such voting may not be done by
proxy. Any action that is proper for a special
Board of
Directors meeting may be conducted by written, e-mail,
or telephone ballot in lieu of a meeting.
(Merged section would read: Section 6 – Voting: Each
Director shall have one vote, and such voting may not be done by proxy. Any
action that is proper for a Board of Directors meeting may be conducted by
written, e-mail, or telephone ballot in lieu of a meeting.)
Section 6 – Voting. We added e-mail and telecphone voting and clarified what issues are appropriate.
Article
V. Board of Directors (continued)
Section 7 - Duties of the Board Budget: The Board shall make rules and regulations covering its
meetings as it may in its discretion determine necessary. The Board shall approve the annual budget and each concert budget, as well as any revisions. The Board shall determine specific job descriptions for
officers, directors and staff.
(Merged section would read: Section 7 -- Budget: The Board shall approve the
annual budget as well as any revisions.)
Section 7 – We limited this to Budget, since
we already specified the Board’s duties in Section 1 and we are not aware that
the Board has been generally responsible for assigning duties to its members.
Rather, the job descriptions have been updated
regularly by the Vice President and Nominating Committee.
Section 8 –
Vacancies: Any vacancy occurring in the Board of Directors may be filled by a
successor elected and confirmed by a majority vote of the remaining members of
the Board of Directors. The successor
will complete the remainder of the vacated term. The
Board shall have the power to elect any member to fill any vacancy.
Section 8 – Vacancies. We eliminated redundant language.
Section 9 –
Fees: The Board of Directors will determine membership dues and fees.
NO CHANGE
Section 10 –
Resignation: A Director may resign by presenting a signed
written
resignation to the Secretary of the Board of Directors.
Section 10. Resignation. We added the rules from Robert: signed
resignation must go to the Secretary.
Section 11 –
Rules: Robert's Rules of Order, latest edition, shall govern parliamentary
procedure of all meetings of the board.
However, a process of consensus building may precede the framing of a motion.
Section 11: We made this the same as the
corresponding section in Article IV.
Section 12 – Pay: No
director shall for reason of his/her position be entitled to receive any salary
or compensation but nothing herein shall be construed to prevent a Director
from contracting with the Board for duties other than those of his/her
position.
Section 12:
We added this to be perfectly clear as to our stance on paying Board
members for their services.
Article VI: Officers
Section 1 –
Number: The Officers of this Corporation shall be four:
a
President, Vice-President, Secretary, and Treasurer. , as required by the State of Colorado. The President and Vice-President must be members of the corporation. No Officer shall hold more than one office
at a time.
(Merged section would read: Section 1 – Number: The
Officers of this Corporation shall be four: a President, Vice-President,
Secretary, and Treasurer. No Officer shall hold more than one office at a time.)
Section 1. We eliminated the reference to a
requirement of the State of Colorado, which was erroneous. WE ELIMINATED ANY
REQUIREMENT FOR MEMBERSHIP.
Section 2 – Term: The
Officers shall be elected from the members of the Board of Directors by
written ballot at the their first meeting of the Board of Directors held after
each annual
business meeting Annual Business
Meeting of the members.
Each Officer shall serve for a one-year term. The
President shall serve no more than three (3) consecutive terms. The
Vice-President, Secretary, and Treasurer shall serve no more that six (6)
consecutive terms. The terms begin at the next
meeting after the annual election.
(The merged section would read: Section 2 – Term: The
Officers shall be elected from the members of the Board of Directors by written
ballot at their first meeting held after each Annual Business Meeting of the
members. Each Officer shall serve for
a one-year term. The terms begin at the next meeting after the annual
election.)
Section 2. Term. We clarified how officers are
actually elected. We eliminated the term limits, which have in many cases been
honored in the breech.
Section 3 – Officers shall, by virtue of their office, be
members of the Board of Directors.
Section 3: We eliminated this, since it is
backwards: the officers are elected from the Board.
Section 4 3– Powers and Duties: The powers and duties of the Officers
shall be provided from time to time by
resolution or other directive of the Board of Directors. In the absence of such provisions, the
respective Officers shall have the powers and shall discharge the duties
associated with such offices those
normally associated with the position.
The Board may add other duties and powers at any time. The Secretary
shall prepare and sign the minutes of
all meetings of the members and the Board. and shall authenticate the records of the Corporation upon
request.
(Merged section would read: Section 3 -- Powers and
Duties: The powers and duties of the Officers shall be those normally
associated with the position. The Board
may add other duties and powers at any time. The Secretary shall prepare and
sign the minutes of all meetings of the members and of the Board.)
Article
VI: Officers (continued)
Section 4, (new Section 3): Powers and Duties
. Much simplified and clarified.
Section 5 4– Pay: No O o fficer shall for reason of his/her office be entitled to
receive any salary or compensation, but nothing herein shall be construed to
prevent an officer or director for from contracting with the Board for duties other than receiving any compensation from the Corporation for duties
other than as a Director or
Officer. those of his/her
position.
(Merged section would read: Sectio 4 -- Pay: No Officer
shall for reason of his/her office be entitled to receive any salary or
compensation, but nothing herein shall be construed to prevent an Officer or
director from
contracting with the Board for duties other than those of his/her position.)
Section 5, new Section 4: Pay. We made this the same as the corresponding
section in Article V.
Article VII: Committees
Section 1 - The
Board of Directors shall establish standing and
special committees, and appoint their
membership the chair of each for a period set
by the Board.
(Merged section would read: The Board of Directors shall
establish standing committees, and appoint the chair of each for a period set
by the Board.)
Section 1. We made this process somewhat simpler.
Section 2 - The
Nominating Committee shall consist of three Chorale
members
appointed by the Board of Directors.
Section 2. We clarified these are Chorale
members, not necessarily Board members.
Section 3 - The internal Auditing Committee shall consist of two Chorale members appointed by the Board of Directors to examine the
Treasurer's books and submit a written report to the Corporation at the annual
business meeting.
Section 3. We clarified the nature of this committee,
thereby adding our conviction that it is necessary, although we have not
honored this part of the Bylaws recently.
Section 4 – To accomplish other activities of the
organization requiring work of a group of Directors or Chorale members, the
Board of Directors may establish time-limited task forces. The Board will appoint the chair of each task
force, will give each a specific charge, and will set a specific term, at the
end of which the task force will report to the Board.
Section 4. We added this section on task
forces, often necessary to carry out the business of the organization.
Article VIII: Contracts and Salaries
Section 1 – Contracts: The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific business.
NO SUBSTANTIVE
CHANGE
Section 2 – The Board of Directors shall be responsible for the
appointment; supervision, compensation and termination of all individuals contracted by under contract
with the Corporation. which they are in
their discretion, may determine to be necessary for the conduct of the business
of the Corporation.
(Merged section
would read: The Board of Directors shall be responsible
for the appointment, supervision, compensation, and termination of all
individuals under contract with the Corporation.)
Section
2. Cleaned up the language.
Article IX: Fiscal Year
Section 1 -- The fiscal year of the corporation shall be July 1 to June
30.
NO CHANGE
Article X: Amendments
Section 1
–Amendments to these Bylaws may be proposed in writing by the Board of
Directors, a committee Task Force appointed by the
President, or in a petition signed by at least ten percent
of the members of the
Corporation. Such petition
must be submitted to the Board at least 90 days before the Annual Business
Meeting at which voting will take place.
Section 1. We clarified this. It is not necessary for a standing committee
to be appointed, rather a task force may carry out this duty. Also, we specified more clearly how a
petition may be submitted.
Section 2 --
Amendments to the Bylaws shall be adopted, altered or repealed rejected upon their
having been approved by a majority of the members present and voting at the Annual Business Meeting annual
meeting or at a special meeting called by the Board for that purpose. The
amendments shall become effective immediately after approval, unless another
effective date is stipulated.
Section 2. No substantive change. “Annual meeting” is now “Annual Business Meeting” at every occurrence.
Article XI: Books and Records
Section 1 -- The
Corporation shall keep correct and complete books and records of accounting and
shall also keep minutes of the proceedings of meetings
of the Corporation and of its its members and Board of
Directors. Any member, or his/her agency or attorney may inspect all books and
records of the Corporation, for any proper purpose, at any reasonable
time.
Section 1: We clarified that there are
meetings of two groups whose notes must be kept: those of the membership and
those of the Board.
Article XII: Corporate Report Requirements
Section 1 – The Officers
must file corporate report documents with the Secretary of State of the State of Colorado
between January 1 and May 1 every two
years, on years ending in odd numbers.
NO SUBSTANTIVE CHANGE.