BOULDER CHORALE

BYLAWS

As approved by the membership

May, 2008

Article I: Name

Section 1 ─ The name of this Corporation shall be Boulder Chorale.

Section 2 ─ Mission: The Boulder Chorale enhances the community’s quality of life by offering music education, outreach, and quality performances.

Section 3 ─ The registered office location of Boulder Chorale shall be in the County of Boulder, Colorado.

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 contrasting styles and to perform this music before the community.

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 2 ─ Auditions may be required by the Board of Directors.

Section 3 ─ Voting Eligibility: Each member in good standing, as reported by the Treasurer, shall be eligible to vote.

Section 4 ─ Registration. 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. No member’s re-registration will be permitted until all previous fees are paid in full.

Section 5 ─ Resignation: 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.

Article IV: Meetings

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 of Directors 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 2 ─ Special Meetings: The Board of Directors may schedule additional business meetings of the Chorale with notification of the membership. A special meeting may also be called at the request of at least 50% of the members.

Section 3 ─ Quorum: 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 4 ─ All actions by the Corporation shall be by majority vote of those present.

Section 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 V: Board of Directors

Section 1 ─ 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 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 Business Meeting of the Chorale. The immediate Past President, if not an elected Board member, shall be an ex-officio voting Board member serving a one-year term.

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 the Annual Transition Meeting for the purpose of electing officers and conducting business of the Board.

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 5 ─ Quorum: A quorum for the transaction of business shall consist of a majority of the members of the Board of Directors. An act of a majority of the Directors present at a meeting at which a quorum is present shall be an 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. This action must be inserted in the minutes.

Section 6 ─ Voting: Each Director shall have one vote, and such voting may not be done by proxy. Any action that is appropriate for a Board of Directors meeting may be conducted by written, e-mail, or telephone ballot in lieu of a meeting.

Section 7 ─ Budget: The Board shall approve the annual budget as well as any revisions.

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.

Section 9 ─ Fees: The Board of Directors will determine membership dues and fees.

Section 10 ─ Resignation: A Director may resign by presenting a signed written resignation to the Secretary of the Board of Directors.

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 12 ─ Compensation: 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.

Article VI: Officers

Section 1 ─ Number: The Officers of this Corporation shall be four: President, Vice-President, Secretary, and Treasurer. No Officer shall hold more than one office at a time.

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 3 ─ Powers and Duties: The powers and duties of the Officers shall be those normally associated with their positions. 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 of Directors.

Section 4 ─ Compensation: 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.

Article VII: Committees

Section 1 ─ The Board of Directors shall establish standing committees, and appoint the Chair of each for a period set by the Board.

Section 2 ─ The Nominating Committee shall consist of three Chorale members appointed by the Board of Directors.

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 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.

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.

Section 2 ─ The Board of Directors shall be responsible for the appointment, supervision, compensation, and termination of all individuals under contract with the Corporation.

Article IX: Fiscal Year

Section 1 ─ The fiscal year of the corporation shall be July 1 to June 30.

Article X: Amendments

Section 1 ─ Amendments to these Bylaws may be proposed in writing by the Board of Directors, a 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 2 ─ Amendments to the Bylaws shall be adopted, altered, or rejected upon the vote of a majority of the eligible members present at the Annual Business Meeting or at a special meeting called by the Board of Directors for that purpose. The amendments shall become effective immediately after approval, unless another effective date is stipulated.

Article XI: Books and Records

Section 1 ─ The Corporation shall keep correct, complete books and records of accounting and shall also keep minutes of the proceedings of meetings of the Corporation and of its 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.

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.