By-Laws

Adopted 6-10-2013

Article I. Name and Purpose

1.1 Name
The name of this corporation shall be THE RAINBOW CHORALE OF DELAWARE (the “Chorale”)

1.2 Purpose
The Rainbow Chorale of Delaware’s purpose is to promote acceptance and understanding by providing gay, lesbian, bisexual, transgender and straight persons with opportunities to perform quality choral music in a supportive and affirming environment. The Rainbow Chorale of Delaware is a premier choral performing group and a creative, supportive, driving force in the GLBT community in Delaware and at large. The shared values of the Rainbow Chorale of Delaware are authenticity, camaraderie, creativity, integrity, joy, pride, and respect.

1.3 Non-Profit Status
The Chorale shall be operated as a 501(c)-3 Corporation, exclusively for charitable, educational and cultural purposes.

Article II. Offices and Agent

2.1 Registered Office
The registered office of the Chorale shall be in the State of Delaware and shall be determined by the Board. The Chorale may have other offices from time to time, either within or without Delaware, as the Board may determine or affairs of the Chorale require.

2.2 Registered Agent
The Chorale shall have a registered agent in the State of Delaware. The registered agent will be determined by the Board.

Article III. Members of the Chorale

3.1 Voting Membership

3.1.1 Performing Member
A person whose membership is based on continuing vocal contribution and is a Member in Good Standing according to the By-Laws and rules of the Chorale as defined in Section 3.2.

3.1.2 Supporting Member
A person whose membership is based on service to the Chorale and is a Member in Good Standing according to the By-Laws and rules of the Chorale, as defined in Section 3.2.

3.1.3 Eligibility
A person must be at least 18 years of age to be a Member of the Chorale.

3.1.4 Non Discrimination Statement
The Rainbow Chorale of Delaware does not discriminate on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, age for persons 18 years or older, or disability. The Rainbow Chorale of Delaware will make reasonable accommodations for individuals with known disabilities unless doing so would result in an undue hardship to the organization.

3.2 Member in Good Standing
A Member in Good Standing for purposes of voting rights, holding elected office or other positions and any other activities for which being a Member in Good Standing is a prerequisite, is a member who has met the financial requirements of Membership in Good Standing as determined by the Board and acts to support the Chorale and its mission. Failure to meet the financial requirements of Membership in Good Standing automatically revokes a Member in Good Standing’s status as such.

3.3 Non-Voting Membership
Non-voting members are persons that are associates of the Chorale and who act to support the Chorale and its mission. Non-voting members are chosen by the Board and are not Members in Good Standing as defined in Section 3.2.

3.4 Termination
The Board of Directors may terminate a person’s membership in the Chorale based on the following::

  • Failure to meet financial obligations.
  • Conduct unbecoming to a Chorale member while participating in a Chorale sponsored event.
  • Actions by the member detrimental to the function or mission of the Chorale.
  • Termination proceedings shall be conducted by the Chorale Board of Directors (“the Board”), as defined by written procedures adopted by the Board, which respects the rights listed in Section 3.4.1. Termination of a person’s membership requires an affirmative vote of at least 75% of a quorum of the Board of Directors.

3.4.1 Members Rights Re Termination
Members who are being considered by the Board for termination have the following rights:

  • To be notified of the termination proceedings no later than 10 days before the Board Meeting where termination proceedings are conducted.
  • To attend that Board Meeting, excluding portions closed for testimony or discussion of the termination.
  • To submit personal or written testimony, either their own, or that of another.

3.5 Reinstatement of Membership
A member who has been terminated may petition the Board of Directors for reinstatement. Such reinstatement will be granted only by an affirmative vote of at least 75% of a quorum of the Board of Directors.

3.6 Resignation of Membership
A member may resign at any time by notice to any member of the Board of Directors, or the Artistic Director or a Section Leader.

3.7 Notification of Membership
A member may specify to the Chorale her or his preferred method of notification of Chorale meetings and other Chorale business and activities. In absence of such specification and upon provision of an e-mail address by a member, notifications will be provided by e-mail at that address.

Article IV. Meetings of the Chorale

4.1 Annual Meeting of the Chorale
The Annual Meeting of the Membership shall be held each year between May 1st and June 30th on a date and at a time and location chosen by the Board of Directors for the convenience of the Members, to be chosen by the Board by April 1st of that year.

4.1.1 Notification
The Membership shall be notified of the date, time and location of the Annual Meeting once they have been determined by the Board. An announcement of date, time, and location will be made at weekly rehearsals starting at least four (4) weeks before the meeting date.

4.1.2 Agenda
The agenda of the Annual Meeting shall be set by the President in consultation with the Board, and shall include election of the President and of Board Directors for vacancies on the Board.

4.2 Special Meetings of the Chorale
Special Meetings of the Chorale shall be held upon one of the following actions:

  • The call of the President.
  • A vote by not less than 25% of Directors of the Board.
  • A petition signed by not less than 10% of the Members in Good Standing or by not less than 25% of Directors of the Board.

Members will receive notification five (5) days in advance of the Special Meeting.

4.3 Meeting Organization
The Annual and Special Meetings of the Chorale will be run under Robert’s Rules of Order by the President or substitute per Section 6.2.1. Elections will be run by the Election Sub-Committee of the Board Development/Governance Committee. Elections will be conducted by ballot.

4.4 Quorum
Quorum for business at Annual and Special Meetings of the Chorale shall be no fewer than 67% of Members in Good Standing.

4.5 Proxies
At any meeting of the Chorale, any Member in Good Standing may vote on all issues or a specific issue by proxy. Such a member may assign a proxy vote to his or her duly authorized representative; said representative’s authority to be identified by the member by a written proxy delivered to the Secretary of the Chorale prior to said meeting or at the time and place of the meeting. Any such proxy should be addressed to the Secretary. A proxy shall be valid for one meeting only unless otherwise provided in the proxy. A proxy counts towards quorum.

4.6 Vote Determination
A majority of the votes cast on a matter by a quorum of Members in Good Standing present or represented by proxy shall be necessary for adoption thereof, unless a greater percentage is required by law or the By-Laws of this Chorale.

Article V. Board of Directors

5.1 General Purpose and Powers
The business and affairs of the Chorale shall be managed by its Board of Directors (“the Board”). The powers of the Chorale are vested in and exercisable by the Board, except as otherwise provided by law or provisions of these By-Laws. The Board shall also have the power to:

  • Approve policies and procedures for implementation of these By-Laws.
  • Appoint and remove employees, contractors and agents, prescribe their duties and fix their compensation.
  • Enter the Chorale into contracts.
  • Control the funds and assets of the Chorale.
  • Elect the Vice-President, Treasurer and Secretary of the Chorale.
  • Appoint Directors to the Board in the event of vacancies between Annual Meetings as specified in Section 5.9.

The Board Directors (“Directors”) shall act only as a Board and an individual Director shall have no power as such.

5.2 Qualifications of Board Directors
Any Member of the Chorale in Good Standing who is not limited by term limits as specified in Section 5.6.2 has a right to run for the Board and be included on the ballot as a candidate for a Director vacancy.

5.3 Board Composition
The number of Board Directors shall be at least seven (7) and not more than thirteen (13).

5.4 Board Advisors
Board Advisors are appointed by the Board and reviewed yearly. Board Advisors attend and participate in Board meetings upon the request of the Board but do not have voting rights.

5.5 Election of Board Directors
Board Directors are elected by the members of the Chorale at the Annual Meeting of the Membership.

5.5.1 Board Endorsed Candidates
The Board may choose to put together an endorsed slate of candidates for Board vacancies through a Board Action. A candidate may decline Board endorsement.

5.6 Terms and Term Limits

5.6.1 Terms
A full Term for a Board Director is two (2) years.

5.6.2 Term Limits
Each Board Director is limited to four (4) consecutive years of service.

5.6.3 Requalification
Any person who has served on the Board for four (4) consecutive directly previous years must wait a minimum of ten (10) months before being eligible to be a Board Director.

5.6.4 Grandfathering of Board Directors at Time of Bylaws Adoption
Any Board Director serving at the time of the adoption of these By-Laws, who have served more than three (3) consecutive years and were elected to a second consecutive three (3) year term under prior By-Laws, may serve out her or his current three (3) year term whether there be one, two or three years remaining. At the end of her or his current three-year term and at that point, the Board Director’s service shall be limited as set out in these By-Laws, specifically Section 5.6.2. Section 5.6.2 will apply immediately to all other Board Directors upon adoption of these By-Laws.

5.7 Resignation from the Board
A Board Director may resign from the Board through a written notice to either the President or the Secretary.

5.8 Removal of a Board Director or Officer

5.8.1 Removal by Board
The Board of Directors may remove a Director from the Board. Removal proceedings shall be conducted by the Board, as defined by written procedure adopted by board that respects the rights of the Director as listed in Section 5.8.2. Removal of a Director requires an affirmative vote of at least 75% of a quorum of Board Directors.

5.8.2 Board Director’s Rights Re Removal
A Board Director who is being considered by the Board for removal has the following rights:

  • To be notified of the removal proceedings no later than 10 days before the board meeting where removal proceedings are conducted.
  • To submit personal or written testimony, either their own, or that of another.

5.8.3 Removal by Membership
The Membership of the Chorale may act to remove a Board Director or Executive Officer through an affirmative vote of at least 75% of a quorum of members at an Annual or Special Meeting of the Membership.

5.9 Vacancies
If a Board Director resigns or is removed by the Board or Membership, the Board has the option to choose a Member in Good Standing of the Chorale, who is not otherwise prevented from serving on the Board by term limits per Section 5.6.2, to replace that Director as a Board Director until the next Annual Meeting. If the period to the next Annual Meeting is less than 6 months then the period does not count towards the replacement Board Director’s term limit. If the period is 6 months or greater then the period counts as one year towards the replacement Board Director’s term limit.

5.10 Compensation
Board Directors shall serve without compensation.

5.11 Conflict of Interest

5.11.1 Disclosure
Each Board Director shall use his or her best efforts to identify, disclose and avoid any conflict of interest between his or her own personal interests and the interests of the Chorale. The Board shall establish procedures for disclosure of conflicts of interest.

5.11.2 Abstention
A Board Director shall abstain from voting on any matter in which he or she may have a material financial interest; however, he or she will count towards quorum for that vote.

5.11.3 Contract for Services
If the Chorale enters into a contract for professional services with a Board Director, directly or indirectly, on a discrete project or assignment, the Director shall not be required to resign so long as the contract does not materially interfere with the Director’s ability to serve the best interests of the Chorale on all matters which are not related to the contract. The Director shall abstain from participating in any discussion or decisions relating to the contract and to the project or assignment to which the contract relates. However, the Director should resign from the Board if the scope, duration or nature of the contract is such that any potential conflict of interest cannot be avoided by the Director abstaining from participating in any discussion or decision relating to the contract and the project or assignment to which the contract relates.

5.12 Meetings of the Directors of the Board

5.12.1 Board of Director Meeting Types & Frequency

  • Regular Meetings of the Board are scheduled by the Board at a previous meeting. Regular meetings of the Board must occur at least every three (3) months.
  • Special Meetings of the Board are called by the President or by agreement of 20% of Board Directors as indicated through signing of a petition or e-mail poll. All Directors must be notified at least five (5) business days in advance of a Special Meeting.
  • Closed Meeting or Closed Portion of a Meeting occur by action of the Directors for purposes including, but not limited to: discussion of personnel, discussion of sensitive information, and for testimony and discussion in disciplinary hearings.

5.12.2 Notification
The Membership of the Chorale shall be notified of Board Meetings at least five (5) days in advance

5.12.3 Agenda and Minutes
The agenda of Board Meetings are set by the President in consultation with Board Directors and sent to the Membership at least five (5) days in advance of the meeting. Agenda of Closed Meetings are provided to Board Directors at least five (5) days in advance of the meeting. Minutes of Board Meetings are kept by the Secretary and archived with the Agenda.

5.12.4 Quorum
A quorum for business at a Board Meeting shall be no fewer than 67% of the Board Directors.

5.12.5 Board Meeting Organization
Meetings of the Board of Directors shall be run according to Robert’s Rules of Order, unless the Directors agree through an affirmative vote of at least 75% of a quorum of Directors to adopt other or additional rules for the duration of a specific meeting.

5.12.6 Board Action

  • An Action of Board Directors (“Board Action”) at a Board meeting requires a vote of at least 50% of a quorum of Directors at the meeting.
  • An Informal Action of Board Directors may occur between board meetings by the President sending definite questions to the members of the board by e-mail, which, in the opinion of the President, require immediate action by the Board. The consent of at least 50% of all Directors is required for an Informal Action, this consent submitted by email to all Directors. A note regarding the Action and the outcome will be appended to the minutes of the next Board Meeting. A Board Director may request a Board Meeting to discuss the action in which case the Action is tabled until the Board Meeting.

All Actions of the Board of Directors of any type will be recorded by the Secretary and the record archived..

Article VI. Executive Officers

6.1 Executive Officers of the Board
The Executive Officers of the Board (“Executive Officers”) are the President, Vice-President, Secretary and Treasurer. The Executive Officers are all voting members of the Board and count towards quorum.

6.2 President

6.2.1 Powers & Duties of the President

  • The President sets the agenda for Board meetings in consultation with the Board Directors, and chairs Board Meetings.
  • The President sets the agenda for the Annual Meeting of the Chorale in consultation with the Board Directors, and chairs the Annual Meeting and Special Meetings of the Chorale. In the event that the Special Meeting is to remove or censure the President, the Vice-President shall chair the meeting.
  • The President acts as an official representative and signatory of the Chorale for all business and financial matters of the Chorale, including but not limited to, licenses, taxes and grants.
  • The President is responsible for overseeing the implementation of the decisions of the Board and Chorale and for supervision of employees and contractors
  • The President only votes at Board Meetings to break a tie.

6.2.2 Qualification
Any voting member of the Chorale who is able to serve on the Board for at least one year after election, has served as a Board Director for at least one year of any year prior to the election, has been a Member in Good Standing for at least 9 months prior to the election, and is not otherwise subject to term limits for this position per Sections 5.6.2 and 6.2.4, may run for President.

If the candidate is not a current Board Director she or he must have attended at least 50% of Board meetings in the previous year and served on a committee for at least 9 months of the previous 12 months. The Board may choose to waive these requirements for a candidate through a Board Action.

6.2.3 Election
The President is elected each year by Members in Good Standing of the Chorale at the Annual Meeting. There must be a quorum of Members in Good Standing as defined in Section 4.4 for the election to be valid. The President must receive 50% plus 1 votes cast to be elected. In the event of no candidate receiving 50% plus 1 of the votes cast, the candidate with the lowest number of votes will be eliminated and a run-off election will be held. This sequence will be repeated, until a candidate receives 50% plus 1 of the votes cast.

6.2.4 Term Limits
A person shall serve as President for no more than four (4) consecutive years.

6.2.5 Requalification
Any person who has served as President for four (4) consecutive directly previous years must wait a minimum of ten (10) months before being eligible to run for President.

6.2.6 Vacancy/Order of Succession
In the event that the President resigns, is removed from office, or is otherwise unable or unwilling to perform the duties of the office, the Vice-President will assume the position of President. If the Vice-President is unable or unwilling to perform the duties of President, then the Secretary will assume the position of President. If the Secretary is unable or unwilling to perform the duties of President, then the Treasurer will assume the position of President. If no Executive Officer is able and willing to perform the duties of President, the Board may select a President from the Board Directors. If no Board Member is able and willing to perform the duties of President, the Board may then select a President from the qualified (per Section 6.2.2) Members in Good Standing of the Chorale.

If the Office of President is filled according to this article and the next Annual Meeting of the Membership is more than four (4) months away, there shall be a Special Meeting of the Membership to elect a President.

6.2.7 President Resignation
If the President chooses to resign from the Presidency, she or he must also resign from the Board unless the new President requests that the former President remain as a Board Director and the Board affirms this request through a Board Action.

6.3 Vice President

6.3.1 Powers & Duties of the Vice President

  • The Vice President shall assist the President, other Board Members and Committees.
  • The Vice President shall promote the smooth functioning of the Chorale through facilitation of communication between sub-units of the Chorale organization.
  • The Vice President shall perform the duties and exercise the powers of the President in the President’s absence or temporary incapacity.

6.3.2 Qualification
Any Board Director may be elected Vice President by the Board. If there is no Board Member willing to serve that the Board will confirm, the Board may choose a Vice President from the pool of Members in Good Standing who are qualified to serve on the Board per Section 5.2 until the next Annual or Special Meeting. The Board may choose to split the functions of Vice President between two or more Directors or Members in Good Standing.

6.3.3 Election of the Vice President
The Vice President will be elected by a majority of a quorum of Board Members at the first Board Meeting following the Annual Meeting of the Membership.

6.3.4 Vacancy
If the Vice President resigns the office, is removed from the office or is otherwise unable or unwilling to perform the duties of the office, the Board of Directors will elect one of the current Directors as the new Vice President. If there is no Director willing to serve that the Board will confirm, the Board may choose a new Vice President from the pool of Members in Good Standing who are qualified to serve on the Board per Section 5.2 until the next Annual or Special Meeting.

6.4 Secretary

6.4.1 Powers & Duties of the Secretary

  • The Secretary shall keep the minutes of all meetings of the Executive Committee, the Board of Directors and the Chorale.
  • The Secretary shall be the Custodian of the Chorale records including the agenda and minutes of meetings. The Secretary shall see that these records are appropriately archived for future reference.
  • The Secretary shall maintain a list of Members in Good Standing.
  • The Secretary shall maintain lists of members of Committees; these lists shall be provided to the Secretary by the committee chairs each concert season.
  • The Secretary shall maintain lists of donors.
  • The Secretary shall certify all documents requiring certification by the Secretary, the execution of which on behalf of the Chorale is duly authorized by these By-Laws.
  • The Secretary is the official recipient of general Chorale correspondence.
  • The Secretary shall send out, or cause to be sent out, notification of Board, Special and Annual Meetings to the Membership.

6.4.2 Qualification
Any Board Director may be elected Secretary by the Board. If there is no Board Member willing to serve that the Board will confirm, the Board may choose a Secretary from the pool of Members in Good Standing who are qualified to serve on the Board per Section 5.2 until the next Annual or Special Meeting. The Board may choose to split the functions of Secretary between two or more Directors or Members in Good Standing.

6.4.3 Election
The Secretary will be elected by at least 50% of a quorum of Board Members at the first Board Meeting following the Annual Meeting of the Membership..

6.5 Treasurer

6.5.1 Powers and Duties of the Treasurer

  • The Treasurer shall be the chief financial officer of the Chorale.
  • The Treasurer shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Chorale and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Chorale and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Chorale, their arrangements and classification; shall supervise the accounting and auditing practices of the Chorale, and shall have charge of all matters relating to taxation.
  • The Treasurer shall have the care and custody of all monies, funds and securities to the Chorale; shall deposit or cause to be deposited all such funds in and with such depositories as the Board shall direct; shall advise upon all terms of credit granted by the Chorale; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions to the Chorale.
  • The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Chorale, and give or cause to be given proper receipts or discharges for all payments to the Chorale.
  • The Treasurer chairs the Finance Committee.

6.5.2 Qualification
Any Board Director may be elected Treasurer by the Board. If there is no Board Member willing to serve that the Board will confirm, the Board may choose a Treasurer from the pool of Members in Good Standing who qualified to serve on the Board per Section 5.2 until the next Annual or Special Meeting. The Board may choose to split the functions of Treasurer between two or more Directors or Members in Good Standing.

6.5.3 Election
The Treasurer will be elected by at least 50% of a quorum of Board Members at the first Board Meeting following the Annual Meeting of the Membership.

Article VII. Committees

7.1 General
The Board of Directors may create ad-hoc or special Committees, in addition to the standing Committees provided in the By-Laws to carry out the affairs of the Chorale. Sub-committees may be formed under Committees.

7.2 Committee Membership
Committee membership is limited to Members in Good Standing of the Chorale. Any non-Chair committee members who are Board Directors shall have the same committee duties and responsibilities as non-Chair committee members who are not Directors. Committees may choose to recruit persons as non-voting advisors and volunteers to assist them in carrying out their duties and responsibilities.

7.2.1 Selection of Committee Members
Unless otherwise specified in these By-Laws and associated procedures, the Committee Chair may recruit and select committee members. If a Member in Good Standing wishes to join a committee and the Chair refuses him or her, the member may appeal to the Board. The Board may choose to seat the member on the Committee through a Board Action.

7.2.2 Removal of Committee Members
The Board may remove a member of a Committee from that Committee through an affirmative vote of at least 67% of a quorum of Directors at a Board Meeting. Any Member in Good Standing of the Chorale, or group of such members, may request that the Board take such an action; however, the Board is not obliged to entertain the request.

7.2.3 Term Limits for Committee Members
A Committee member may serve no more than four (4) consecutive years on a committee. The member may, however, serve four years on one committee and then serve on a different committee. Committee Chairs and the Secretary shall keep records of Committee Membership to facilitate compliance with this section.

7.2.4 Requalification of Committee Members
After a Committee member has served four (4) consecutive years on a committee they must wait a minimum of ten (10) months before rejoining the committee.

7.3 Limitation of Committee Power
Any decisions by a committee which substantially affect the legal position or financial responsibilities of the Chorale or exceed the Committee’s allocated budget must be submitted to the Board of Directors for approval.

7.4 Designation to Committee
The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.

7.5 Action of Committee
Unless otherwise provided by these By-Laws or ordered by the Board, any committee may act by an affirmative vote of at least 50% of its members at a meeting or by at least 50% of all committee members agreeing to an action through an e-mail or web or paper poll. If any Chorale Member has an irreconcilable disagreement with the action of a committee she or he may appeal to the Board. The Board may over-rule the action of any committee by a Board Action.

7.6 Standard Procedures
Each committee shall develop standard procedures for how the committee operates and carries out its tasks. These procedures shall be made available to the Membership. If a Member in Good Standing of the Chorale objects to a standard procedure adopted by a committee they may appeal to the Board; the Board has the power to overturn any Committee procedure by a Board Action.

7.7 Committee Chairs

7.7.1 Committee Chairs
A Standing Committee must be chaired by a Director of the Board who has been elected by the Membership, unless there is no such Director who is willing to chair the committee that the Board will confirm as Chair. In that instance a Member in Good Standing may be chosen by the Board to chair the committee. Chairs are confirmed by a majority vote of a quorum of Directors the first Board Meeting after the Annual Meeting or the first Board Meeting after a Chair vacancy is created. .

Ad-Hoc or Special Committees may be chaired by any person chosen by the Board and confirmed by a majority vote of a quorum of Directors. If the Ac-Hoc or Special Committee Chair is not a Member in Good Standing of the Chorale, she or he is required to become a Member in Good Standing to serve as Chair.

7.7.2 Responsibilities of Committee Chairs
Committee Chairs:

  • Schedule meetings in consultation with committee members and send out agenda, lead committee meetings and arrange for minutes to be taken.
  • Maintain record of minutes from meetings and make the minutes available to committee members.
  • Propose an annual budget for the committee and periodically compare spending to budget.
  • Represent the discussions and decisions of the committee accurately and fully to the Board of Directors.
  • Attend Board Meetings and/or submit written reports on committee activities and decisions.
  • Coordinate and oversee efforts of the committee.
  • Recruit new members for the committee as needed.

7.7.3 Removal of Committee Chairs
The Board of Directors may remove a Committee Chair through an affirmative vote of at least 67% of a quorum of Directors at a Board Meeting. Any Member in Good Standing of the Chorale, or group of such members, may request that the Board take such an action; however, the Board is not obliged to entertain the request.

7.8 Executive Committee

7.8.1 Formation
The Executive Committee is formed at the discretion of the Board of Directors. If the President is a member of the Executive Committee, she or he will act as Executive Committee Chair. Otherwise the Board will appoint the Chair.

7.8.2 Powers and Role of Executive Committee

  • The Executive Committee assists the President in oversight of the functioning of the Chorale.
  • The Executive Committee may act between meetings of the Board of Directors on imminent issues that are deemed critical to the Chorale’s core functions.
  • The Executive Committee has limited authority to bind the Chorale in business aspects on behalf of the Board of Directors, with such actions subject to ratification by the Board at the next Board Meeting following the action.

7.9 Board Development and Governance Committee

7.9.1 Role & Responsibilities
The Board Development and Governance Committee:

  • Reviews By-Laws and Board of Director procedures periodically.
  • Provides a Board Manual to Board Directors.
  • Trains Board Members as needed in skills applicable to their Board duties.
  • Identifies skills and diverse viewpoints needed by the Board and communicates these needs to the Board and to the Recruitment Committee.
  • Organizes the Annual Meeting.
  • Creates an Election Sub-Committee.

7.9.2 Election Subcommittee
The Election sub-committee of the Board Development and Governance committee has the sole purpose of running elections at the Annual or Special Meetings of the Members of the Chorale and is re-formed prior to each election. The sub-committee is composed of members of Board Development and Governance who are not candidates for any open position in the election and any Members in Good Standing recruited by them to assist.

The Election Subcommittee:

  • Designs and creates the ballot with candidate names provided by the Board, Recruitment Committee and individual members.
  • Collects proxies and absentee ballots.
  • Collects ballots and tallies votes.
  • Keeps a record of the vote tally and provides it to the Secretary for archiving.
  • Determines whether a run-off is necessary and manages the run-off if needed.
  • Announces results to the Membership.

The Election Sub-Committee also administers By-Laws amendment and Articles of Incorporation amendment elections by the Membership.

7.10 Recruitment Committee

7.10.1 Composition

  • A majority of the members of the Recruitment Commitee should be non-Board Directors.
    Recruitment Committee members should represent the diversity of the Chorale.
    The Recruitment Committee should be chaired by a Board Director. If no Director is willing to be Chair, the Board may choose a Chair from the Members in Good Standing; the Board then chooses whether the Chair then becomes a Board Director or a non-voting Board Advisor.
    The Recruitment Committee shall have a minimum of three (3) members including the Chair.

7.10.2 Role and Responsibilities
The Recruitment Committee:

  • Educates the Membership about the responsibilities and time commitment of Board Directorship position
  • Announces to the Membership what Board positions are open at least one month prior to the Annual Meeting
  • Collects information from Members in Good Standing interested in running for the Board or President; provides names of interested Members to the Board of Directors for possible endorsement and candidate names to the Board Development Committee for ballot preparation
  • Identifies Members in Good Standing as possible recruits for committees.

The Recruitment Committee Chair and Members are expected to attend rehearsal and Chorale events to become acquainted with Members.

7.11 Membership Committee

7.11.1 Composition
The Membership Committee composition should reflect the diversity of the Chorale. The Membership Committee includes the Member Liaisons.

7.11.2 Role & Responsibilities
The Membership Committee:

  • Coordinates recruitment and retention of Membership.
  • Plans and runs social events for Membership.
  • Polls membership annually regarding musical background, interests and skills that might be useful to the Chorale and shares the information with other Committees as appropriate.
  • Organizes membership evaluations of the Chorale.
  • Maintains a roster of Members for each semester.
  • Works with the Artistic Committee on projects to improve musical and performance skills of Members

7.11.3 Member Liaisons
Member Liaisons are one male and one female Member in Good Standing of the Chorale who act as liaisons between Members and the Board of Director for Member suggestions, concerns and grievances.

Member Liaisons:

  • Serve on the Membership Committee.
  • Are chosen by the Membership Committee.
  • Advise the Board as Board Advisors.

7.11.4 Membership Handbook
The Membership Handbook is compiled annually by the Membership Committee, in compliance with the By-Laws, standard procedures, and Board actions, to convey to the Membership information about the Chorale and the rules affecting Members of the Chorale. The Membership Handbook is confirmed by the Board and distributed to the Membership by the Membership Committee in a format that all members can easily access.

7.12 Finance Committee

7.12.1 Chair
The Finance Committee is chaired by the Treasurer. If the Treasurer is unwilling or unable to Chair the Finance Committee the Board of Directors will choose a Chair from among the Board Directors. If there is no Director that wishes to be Chair of the Finance Committee that the Board will confirm, the Board may choose a Chair from the Members in Good Standing; the Board then chooses whether the Chair then becomes a Board Director or a non-voting Board Advisor.

7.12.2 Role & Responsibilities
The Finance Committee:

  • Assists Treasurer in his or her duties.
  • Advises on expenditures and investments of funds.
  • Prepares the annual budget proposal for the Board of Directors, including coordinating with Committee Chairs, Executive Officers and/or the Executive Committee.
  • Reviews the budget periodically and reports to the Board of Directors and Committee Chairs on budget review results.
  • Provides financial summaries to the Board of Directors at Board Meetings.

7.13 Fund Development Committee

7.13.1 Role and Responsibilities
The Fund Development Committee:

  • Oversees and coordinate all Chorale fundraising and grant-related activities.
  • Plans, prepares and presents to the Board of Directors an annual fundraising campaign.

7.14 Marketing & Publicity Committee

7.14.1 Role and Responsibilities
The Marketing and Publicity Committee:

  • Disseminates information about the Chorale activities and events to the general public.
  • Develops and implements publicity campaigns.
  • Develops and manages Chorale related merchandise.
  • Is responsible for maintaining the Chorale public website and other means (electronic and otherwise) for communicating with the public.
  • Develops new audiences; sustains the existing audience.
  • Manages ticket sales.

7.15 Artistic Committee

7.15.1 Composition

  • The Artistic Committee is chaired by a Board Director. If there is no Board Director who is willing to be Chair that the Board will confirm, the Board may choose a Chair from the Members in Good Standing; the Board then chooses whether the Chair then becomes a Board Member or a Board Advisor.
  • The Artistic Committee shall have a minimum of five (5) members and a maximum of nine (9) members.
  • The Artistic Committee shall have male and female members.

7.15.2 Member Selection
The Artistic Committee Chair shall consult with the Recruitment Committee to identify potential new members for the Committee when vacancies arise. New Artistic Committee members are confirmed by the Board of Directors through a majority vote of a quorum of Board Directors.

7.15.3 Role and Responsibilities
The Artistic Committee:

  • Assists and advises the Artistic Director in selection of Chorale repertoire and performance details, representing the interests, viewpoints, marketing vision and mission of the Chorale.
  • Acts as liaison between the Artistic Director and members regarding repertoire and performance issues.
  • Work with Membership Committee to provide opportunities for members to improve vocal and performance skills
  • Advises the Production Committee on performance venues and dates.

In the event of irreconcilable differences between the Artistic Committee and the Artistic Director, the Board may make a final determination on repertoire selection and performance details through a Board Action.

7.16 Production Committee

7.16.1 Production Manager
The Production Manager:

    • Chairs the Production Committee unless she or he declines, in which case the Board selects a Chair. The Production Manager is either a Member of, or an Advisor to, the Production Committee.
    • Coordinates with the Artistic Committee and Artistic Director on dates

and venues of performances.

  • Secures rehearsal and performance spaces.
  • Coordinates and oversees Production details.

7.16.2 Production Committee Role and Responsibilities
The Production Committee:

  • Assists the Production Manager.
  • Coordinates staging and setup and breakdown of equipment for rehearsals and concerts.
  • Coordinates external performers and volunteers for performances.
  • Identifies venues for rehearsal and performances.

Article VIII. Artistic Staff

8.1 Artistic Director
The Board of Directors will retain an Artistic Director or Artistic Directors. An Artistic Director serves as the Conductor and Artistic Director of the Chorale and shall answer directly to the Board of Directors. An Artistic Director is a non-voting advisor to the Board, the Artistic Committee and the Production Committee. An Artistic Director shall execute the duties of the office per the position description and contract.

8.2 Collaborative Pianist
The Board of Directors may retain a Collaborative Pianist or other accompanist.

8.3 Other Music Staff
The Board of Directors may retain other artistic staff as the Board sees fit.

Article IX. Key Personnel

The Chorale may have from time to time Key Personnel, who are not necessarily Board Directors
or paid Staff, but volunteers who perform essential functions for the Chorale. Examples include,
but are not limited to:

  • Production Manager (see Section 7.16.1)
  • Section Leaders
  • Music Librarian
  • Website Administrator
  • Ticket Coordinator

Article X. Indemnity

The Corporation shall indemnify the directors, officers, agents and members of the Corporation in the manner and to the full extent provided in the General Corporation Law of the State of Delaware. Such indemnification may be in addition to any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or directors, any provision of these Bylaws or otherwise. The directors, officers, employees and agents of the Corporation shall be fully protected individually in making or refusing to make any payment or in taking or refusing to take any other action under this Article VI in reliance upon the advice of counsel.

Article XI. Disposition of Assets

The Board of Directors, by the affirmative vote of a majority of a quorum of Board Directors present at a duly held meeting called for that purpose, may alienate and convey, and execute conveyances on behalf of the Chorale with respect to any property of the Chorale, real, personal or mixed.

The Board of Directors, by the affirmative vote of a majority of a quorum of Board Directors present at a duly held meeting called for that purpose, may mortgage any property of the Chorale, and incur and authorize the officers or agents of the Chorale to incur obligations or debts in such amounts as the Board see fit.

Article XII. Dissolution and Liquidation

n the event of the dissolution or liquidation of the corporate affairs of the Chorale, all property and assets remaining after payment of costs and expenses incident to the dissolution proceedings, and after payment, satisfaction, discharge or provision for liabilities and obligations of the Chorale, shall be distributed for any religious, charitable or educational purposes as the Board of Directors shall direct. If the Board of Directors does not so direct, then aforementioned property and assets will be distributed exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIII. By-Laws Amendments

These By-Laws may be amended only as follows. A proposed amendment shall be submitted to the Secretary at least twenty-one (21) days in advance of the Annual Meeting or Special Meeting where the amendment will be voted on. The Secretary will distribute the proposed amendment to the Chorale Membership within seven (7) days of receipt. If the Secretary is unable to receive or distribute the proposed amendment then any other Executive Officer may provide these functions in lieu of the Secretary. If no Executive Officer is available to receive or distribute the proposed amendment than any Board Director may provide these functions in lieu of the Secretary. The Board of Directors may choose to recommend the approval or disapproval of the amendment to the Membership and in that case will describe the basis for the Board’s recommendation. The Board Governance Committee will present the proposed amendment for adoption or rejection by the Chorale via the Election Sub-Committee. Amendments shall be adopted by an affirmative vote of at least 50% of a quorum of Members in Good Standing at a Special or Annual Meeting of the Membership..

Article XIV. Amendment of Articles of Incorporation

The Articles of Incorporation of the Chorale may only be amended through a Board Action accepting the proposed amendment by the Board of Directors at a Board Meeting, followed by affirmative vote of at least 67% of a quorum of Members in Good Standing at a Special or Annual Meeting of the Membership. A proposed amendment must be submitted to either the Secretary or the President at least twenty-one (21) days before the Board Meeting where it will be voted on. The Secretary or President will distribute the proposed amendment to both the Board Directors and the Membership within seven (7) days of receipt.