Bylaws of the Dessoff Choirs, Inc.
As of May 14, 2007
ARTICLE I: GENERAL PROVISIONS
SECTION 1.01: NAME
The name of this organization is THE DESSOFF CHOIRS INCORPORATED (“Dessoff”), as recorded in the State of New York Certificate of Incorporation, April 30, 1934.
SECTION 1.02: PURPOSES
The purposes of Dessoff are as set forth in the Certificate of Incorporation.
SECTION 1.03: CORPORATE SEAL
The corporate seal of Dessoff is circular in form and bears the words: “The Dessoff Choirs Incorporated.” The form of the seal is subject to alteration by the Board of Directors (Board).
ARTICLE 2: MEMBERSHIP
SECTION 2.01: MEMBERS
Dessoff has two classes of members: Singing Members and Contributing Members.
SECTION 2.02: SINGING MEMBERS
Applicants become Singing Members upon admission by the Music Director and written notification from Dessoff. Privileges of such membership include musical participation and full voting rights in Membership Meetings. Responsibilities include regular attendance at rehearsals, participation in concerts, and payment of dues and fees as established by the Board; such responsibilities are subject to regulation by the Board. Termination of such membership may be by personal resignation; by decision of the Music Director, after consultation with the President of Dessoff, for musical reasons only; or by decision of the President, after consultation with the Board, for other serious cause. Written notice of termination of Singing Membership for any of these reasons must be given by Dessoff.
SECTION 2.03: CONTRIBUTING MEMBERS
Individuals become Contributing Members upon written notification by Dessoff. Such recognition may be extended for special financial support of Dessoff or for any other reason, as the Board may specify. The Board may also create sub-classes of such Membership, each with its particular privileges and length of term. Contributing Members do not have any voting rights, except as otherwise specified herein.
ARTICLE 3: OFFICERS
SECTION 3.01: OFFICERS
The Officers of Dessoff are: President, Vice-President, Treasurer and Secretary. Additional Vice-Presidents with specific responsibilities may also be nominated and elected, in accord with Article 9 of these Bylaws. Officers must be Singing Members. They are elected for one-year terms and are eligible for re-election.
SECTION 3.02: PRESIDENT
The President is the chief executive officer, with authority to sign all legal documents on behalf of the organization unless otherwise specified by the Board. The President has general charge and supervision of the business of Dessoff; presides over all meetings and performs all customary duties of the office of President and such other duties as may be assigned from time to time by the Board.
SECTION 3.03: VICE-PRESIDENT
The Vice-President assumes the office of president if that office becomes vacant for any reason. The Vice President also exercises the responsibilities of the office of President in the absence of the president. Further responsibilities may be delegated by the President or assigned by the Board.
SECTION 3.04: ADDITIONAL VICE-PRESIDENTS
Any additional Vice-Presidents will have such responsibilities as the President may delegate or the Board assign, especially in the specific areas for which they were nominated and elected.
SECTION 3.05: TREASURER
The Treasurer is responsible for all Dessoff finances, ensuring that accurate records are kept and financial statements prepared. The Treasurer oversees all funds, securities, receipts and disbursements of Dessoff and deposits all monies and other valuable effects in the name of Dessoff in such financial institutions as are from time to time selected by the Board. The Treasurer shall keep the Executive Committee and the Board fully informed concerning Dessoff’s finances, and present quarterly reports to the Board and an annual report to the Singing Members at the Annual Meeting. The Treasurer is responsible for preparation of an annual budget in accord with Section 8.02 of these Bylaws. The Treasurer also serves as chair of the Finance Committee.
SECTION 3.06: SECRETARY
The Secretary is responsible for all written records of Dessoff, especially notices of meetings, minutes of meetings and official Dessoff correspondence. The Secretary sees that all notices are given in accord with these Bylaws. The Secretary ensures that accurate minutes of all meetings of Singing Members, Board and Executive Committee are recorded, approved and preserved, and that the Dessoff Archives are carefully conserved.
SECTION 3.07: QUALIFICATIONS OF OFFICERS
Officers shall be Singing Members in good standing of Dessoff and shall be eligible to be renominated for additional one-year terms provided that at the time of their proposed re-election they shall have attended a majority of the meetings of the Board held since their most recent election.
ARTICLE 4: BOARD OF DIRECTORS
SECTION 4.01: AUTHORITY OF THE BODY
The Board is the governing body of Dessoff. Directors shall be elected for one-year terms.
SECTION 4.02: COMPOSITION OF THE BOARD
The Board consists of not less than ten nor more than fifteen Directors, who will be either Directors-Ex-Officio or Directors-At-Large.
SECTION 4.03: QUALIFICATIONS OF DIRECTORS
Directors shall be Singing Members, or non-singing Contributing Members, in good standing of Dessoff. At least two-thirds of the Directors shall be Singing Members, and no more than one-third of Directors may be non-singing Contributing Members (subject to Section 10.03 herein). Such Contributing Member Directors, if any, shall be Directors-At-Large, and shall have the same voting rights as Singing Members. Thus a Board of 15 Directors (that is, Directors At Large plus Directors Ex Officio) may have no more than 5 Contributing Member Directors; a Board of from 12 to 14 Directors may have no more than 4 Contributing Member Directors; and a Board of from 10 to 11 Directors may have no more than 3 Contributing Member Directors.
Incumbent Directors shall be eligible for re-nomination and re-election for additional one-year terms provided that at the time of their proposed re-election they have attended a majority of the meetings of the Board since their most recent election.
ARTICLE 5: COMMITTEES
SECTION 5.01: EXECUTIVE COMMITTEE
The officers of Dessoff constitute the Executive Committee. This Committee has the authority of the Board between Board meetings except to the extent that such authority is limited by applicable law or specifically limited by the Board itself. Minutes of Executive Committee meetings shall be presented to the Board in writing at the next Board meeting.
SECTION 5.02: FINANCE COMMITTEE
The Finance Committee of Dessoff is chaired by the Treasurer and is composed only of Directors, who are appointed by the President with the consent of the Board. The Committee assists the Treasurer, the Executive Committee and the Board in the exercise of their financial responsibilities.
SECTION 5.03: ENDOWMENT COMMITTEE
The Chair and members of the Endowment Committee are Board Members appointed by the President with the consent of the Board. The President and Treasurer are members ex officio. The Committee assists the Treasurer, Executive Committee and Board in any matters affecting Dessoff’s endowment.
SECTION 5.04: NOMINATING COMMITTEE
A Nominating Committee is constituted in January of each year. The Committee Chair is a Singing Member appointed by the President with the consent of the Board. The Chair shall appoint to the Committee six other Singing members, three of whom shall be from the Board. The Chair of the Nominating Committee shall publish the names of those serving on the Committee to the Singing Members. The Nominating Committee functions in accord with Article 9 of these Bylaws and serves until Officers and Directors are elected at the Annual Meeting.
SECTION 5.05: ADDITIONAL COMMITTEES
The Board may establish additional Committees, with such functions and responsibilities as the Board judges advisable. The Chairs of these committees are appointed by the President with the consent of the Board; the members of each committee are chosen by the Chair from among Singing Members and non-singing Contributing Members. The Chair of each committee may also establish sub-committees as judged necessary to fulfill those functions and responsibilities assigned to the committee by the Board.
ARTICLE 6: PROFESSIONAL PERSONNEL
SECTION 6.1: PERSONNEL
The Board has authority to hire and dismiss a Music Director, Accompanist, Manager and other professional personnel on such terms as it judges advisable.
SECTION 6.2: CONTRACTS AND JOB DESCRIPTIONS
All salaried positions are filled by written contract corresponding to written job descriptions approved by the Board. Such job descriptions are reviewed annually by the Board.
SECTION 6.03: COMPENSATION
Nothing in these Bylaws shall hinder the payment of reasonable compensation for those professional services rendered to or for Dessoff which affect one or more of its purposes.
ARTICLE 7: MEETINGS
SECTION 7.01: GENERAL PROCEDURES
Notices of time and place for all regular meetings of Singing Members or Directors are published in the annual calendar at the start of each new season. Notice of all Special Meetings of Singing Members shall be given to all Members eligible to vote at such meetings (including any Contributing Member Directors) from ten to fifty days in advance if given in person, or from thirty to sixty days in advance if written. The current edition of Robert’s Rules of Order Newly Revised governs meetings of Dessoff to the extent it is applicable and consistent with these Bylaws, with the New York Not-for-Profit Corporation Law and with any special rules of order Dessoff may adopt. All motions made are decided by a simple majority of those present, except where otherwise specified in the Bylaws. Minutes of all meetings of Singing Members, the Board and Executive Committee are to be recorded in writing and maintained on file.
SECTION 7.02: ANNUAL MEETINGS AND SPECIAL MEETINGS
A. Quorum: A simple majority of the Members of Dessoff eligible to vote (including Contributing Member Directors) shall constitute a quorum for purposes of Annual Meetings and Special Meetings.
B. Annual Meetings: An Annual Meeting of the Singing Members of Dessoff shall be held at the end of each Spring Season, as determined by the Board and published in the annual calendar. The agenda shall include the election of Officers and Directors; the annual report of the Directors in accord with New York Not-For-Profit Corporation Law; the reports of Officers, Committees, the Music Director and the Manager; and any other business of interest to the membership.
C. Special Meetings: Special Meetings of the Singing Members of Dessoff may be called by the Board at any time. Special Meetings must be called by the Board upon the written request of at least ten percent of the Members eligible to vote at Special Meetings (including all Singing Members and any Contributing Member Directors). Additional personnel may be present at any meeting of the Singing Members, at the discretion of the Board.
SECTION 7.03: MEETINGS OF THE BOARD OF DIRECTORS
A simple majority of all Directors shall constitute a quorum for all meetings of the Board of Directors, unless otherwise set forth herein or required by law. Regular Board meetings are held at least monthly at times published in the annual calendar and at locations proposed by the President. Special Board meetings may be called by the President at any time; such meetings must be called by the President upon the written request of at least one-third of the Board members. Notice of a Special Board meeting shall be given, either in person or in writing, “writing” to include telefacsimile or electronic mail, no less than thirty-six hours nor more than thirty days prior to the meeting. Notice “in person” shall include a telephone conversation or other real-time two-way communication with the person notified. Any member of the Board or of any committee may participate in a meeting of the Board or of any committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
SECTION 7.04: COMMITTEE MEETINGS
Each Committee Chair establishes the time and place of Committee meetings and so informs Committee members, the Manager and the President.
ARTICLE 8: FINANCE
SECTION 8.01: FISCAL YEAR
The fiscal year of Dessoff begins on July 1 of each calendar year and ends on June 30 of the following calendar year.
SECTION 8.02: ANNUAL BUDGET
The Board develops such financial policies as may be necessary to oversee Dessoff finances and reviews such policies annually.
ARTICLE 9: NOMINATIONS AND ELECTIONS
SECTION 9.01: NOMINATIONS
A Nominating Committee is constituted each year, according to the provisions of Section 5.04 of these Bylaws, in order to nominate a slate of Officers and Directors for election at the Annual Meeting. This Committee reports to the Board or to the Executive Committee at each stage of the nomination process. The Committee shall invite and encourage expressions of interest from those who wish to serve as Officers or Board members, or who wish to recommend others for such service. After hearing a preliminary report from the Committee, the Board decides if any Additional Vice-Presidents should be nominated and, if so, the numbers of such Additional Vice-Presidents and their general areas of responsibility. A majority of the entire Board also decides the numbers of Director-At-Large positions that will be available for nomination. At least twenty days prior to the Annual Meeting, the Nominating Committee shall present a written report to all Singing Members (together with any Contributing Member Directors) announcing the proposed slate of Officers and Directors, and inviting further nominations, either for a particular Office or for a Director-At-Large position. Any additional nominations must be made by written petition by the candidate and by at least five other Members who are eligible to vote for Officers and Directors, and must be submitted to the Chair of the Nominating Committee at least ten days prior to the Annual Meeting. Notice of any such nominations by petition should be made available to the Members eligible to vote at least five days prior to the Annual Meeting.
SECTION 9.02: ELECTIONS
Officers and Directors are elected at the Annual Meeting. All Singing Members, and all Contributing Member Directors, who have either paid or arranged to pay their annual dues (if applicable) and who are otherwise in good standing are eligible to vote. A simple majority of those present is sufficient to elect. Voting is by show of hands except where there are more nominees than vacancies for an office or Directorship, in which case voting is by secret ballot. Tie votes are resolved by a runoff election, with the ballot restricted to those nominees who are tied.
ARTICLE 10: RESIGNATIONS, REMOVALS, VACANCIES
SECTION 10.01: RESIGNATIONS
Any Officer or Director may resign at any time upon written notice to the Board. Any Officer or Director who was a Singing Member at the time of his/her election to such office(s), and who ceases to be a Singing Member, shall be deemed to have resigned such office(s) immediately upon the cessation of membership.
SECTION 10.02: REMOVALS
Any Officer or Director may be removed for cause by a two-thirds vote of all Singing Members (together with any Contributing Member Directors).
SECTION 10.03: VACANCIES
Vacancies for any office other than President and for Director-At-Large positions may be filled for the unexpired term by a majority vote of the entire Board. In the event a resignation or removal results in Contributing Member Directors constituting more than one-third of the entire Board, such resignation or removal shall not impair the power or status of any of the Contributing Member Directors, notwithstanding Section 4.03 herein.
ARTICLE 11: MISCELLANEOUS PROVISIONS
SECTION 11.01: NON-PROFIT STATUS
Dessoff is not organized for profit. There shall be no shareholders of Dessoff; no part of its income or profit shall ever be distributed as a dividend or inure to the benefit of any Member, Officer, Director or other individual; and no Member, Officer, Director or private individual shall be entitled to share in the distribution of the corporate assets upon dissolution. Dessoff shall not devote a substantial part of its activities in attempting to influence legislation; shall not participate or intervene in any political campaign on behalf of any candidate for public office, and shall not publish statements or distribute literature in promotion of such ends.
SECTION 11.02: INDEMNIFICATION
Except to the extent specifically prohibited by law, Dessoff shall indemnify any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such a person, or the person’s testator or intestate, is or was an Officer or Director of Dessoff, and shall advance the expenses of such a person in defending such action or proceeding.
SECTION 11.03: CONTRACTS AND TRANSACTIONS
Any contract or other transaction between Dessoff and one or more of its Officers or Directors, or between Dessoff and any entity in which an Officer or Director has a financial interest, shall be governed by the New York Not-For-Profit Corporation Law.
ARTICLE 12: AMENDMENTS
SECTION 12.01: PROCEDURES
These Bylaws may be amended in whole or in part by a two-thirds vote of the Singing Members (together with any Contributing Member Directors) present at the Annual Meeting or at a Special Meeting called for that purpose.