Revised 3/28/2011
MEMPHIS SYMPHONY CHORUS
BY-LAWS
ARTICLE I
NAME, PURPOSE, AND POLICIES
Section 1. Name and Source of Authority
The name of this organization shall be the "Memphis Symphony Chorus” ("Chorus”), which is an auxiliary organization of the Memphis Symphony Orchestra, Inc., a Tennessee not-for-profit corporation.
Section 2. Purpose
The purpose of the Chorus shall be the performance of choral works of cultural and educational value.
Section 3. Policies
The policies and proposed activities of the Chorus shall be reported to, and shall be subject to the approval of, the Memphis Symphony Orchestra Board of Directors as required by the by-laws of Memphis Symphony Orchestra, Inc., Article III Section 2.
ARTICLE II
MEMBERS
The membership of this organization, "Members", shall be comprised of those persons who shall have sung in at least one (1) public performance of the Chorus during the preceding fiscal year together with those Members who shall have been admitted to the Chorus by the choral director since the last performance of the preceding fiscal year. Any member who does not sing with the Chorus for a period of 5 years shall be re-admitted after an audition, unless otherwise determined by the Director.
ARTICLE III
MEETINGS
Section 1. Annual Meeting
There shall be an Annual Meeting of the Members for the purpose of electing directors. The time and place of the Annual Meeting shall be set by the Board of Directors, but in no event shall the Annual Meeting take place less than two (2) weeks prior to the end of the Choral Season of the organization. "Choral Season" shall be defined as the series of public performances of the Chorus during any fiscal year. Notice of the time and place of the Annual Meeting shall be given to the Members not less than three (3) weeks prior to said Annual Meeting. The Annual Meeting may correspond with a scheduled rehearsal.
Section 2. Special Meetings
Special meetings may be called at the direction of the Board of Directors.
Section 3. Voting at Meetings of the Members
(a) Each Member shall be entitled to one (1) vote on all matters pertaining to the affairs of the organization.
(b) Fifty (50%) percent of the Members shall constitute a quorum.
(c) Each Member shall be entitled to cast one (1) vote for each position for the Board of Directors which is to be filled at the Annual Meeting. Nominations for said positions, and within each class of directors if more than one class is involved, shall be received by the Board one (1) week prior to the scheduled election and nominations may be made from the floor. The vote shall be taken by written ballot. No absentee ballots shall be accepted. No ballot shall be counted if the number of positions voted for is more than the number of positions to be filled.
(d) If the election involves the filling of vacancies in more than one (1) class of directors, vacant positions shall be filled by the candidates nominated within each class who shall receive the highest number of votes cast within each class.
(e) In the event of a tie vote for any remaining vacant position or positions within a class of directors, a run-off election of the candidates shall be conducted by secret ballot among the present Board.
(f) A majority of votes cast shall decide any other question that may properly come before the meeting.
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors
(a) The Board of Directors shall be composed of fifteen (15) directors to be selected from among the Members. The Board shall be divided into three (3) classes of directors of five (5) Members each. Directors of each class shall be elected for terms of three (3) fiscal years, commencing with the fiscal year immediately following the election, and until their respective successors are elected.
(b) Any vacancy on the Board of Directors shall be filled by the Board of Directors until a successor is elected at the next Annual Meeting.
Section 2. Eligibility for Board Membership
Board members shall have been Members of the Chorus for at least one full fiscal year prior to their nomination and election as Directors. Each Director shall continuously maintain their membership in the Chorus in good standing during their term of office.
Section 3. Duties of the Board of Directors
The Board of Directors shall have general charge and shall be accountable for the business functions and funds of the organization, including but not limited to, fund raising activities, social activities and special events, venue setup, property accountability, membership assistance including music and attire. Policies and proposed activities of the Chorus shall be reported to, and shall be subject to the approval of, the Memphis Symphony Orchestra, Inc. Board of Directors.
Section 4. Meetings
(a) The Board of Directors shall have regularly scheduled meetings during the rehearsal season and at such other times as the President may direct.
(b) A quorum for the transaction of business shall be a majority of the Board. A majority of votes cast shall decide any question that may properly come before the meeting.
Section 5. Removal of Board Members
It is the duty of each member of the Board of Directors to attend all meetings of the Board and of the membership. The Board of Directors shall remove any Board Member having three absences from the regularly scheduled meetings of the Board during any fiscal year.
ARTICLE V
OFFICERS
Section 1. Officers
The officers shall be a President, three Vice-Presidents: Vice Presidents for Operations, Information, and Activities, also a Secretary, a Treasurer and such additional officers as the Board determines to be necessary. Officers of the Chorus shall be elected by the Board of Directors. Immediately following the Annual Meeting, there shall be an organizational meeting of the Board of Directors for the purpose of electing officers. All officers shall be elected to serve until the close of the fiscal year following the next Annual Meeting and until their respective successors are elected and have qualified.
Section 2. Duties of the Officers
(a) President. The President shall be the principal executive officer of the Chorus and shall in general supervise the business and affairs of the organization. The President shall preside at the meetings of the membership, the Board of Directors and the Executive Committee. The President shall be authorized to call meetings of the membership, the Board of Directors and the Executive Committee.
The President shall represent the Chorus as an ex-officio member of the Board of Directors of the Memphis Symphony Orchestra, Inc. entitled to vote as set forth in Article III, Section 1, By-Laws of the Memphis Symphony Orchestra, Inc.
The President may appoint committees not otherwise provided for and shall be an ex-officio member of all committees except the Nominating Committee.
(b) Vice President for Operations. The Vice President for Operations shall be responsible for any operational issues concerning the Chorus such as venue setup, membership, attendance and auditions.
(c) Vice President for Information. The Vice President for Information shall be responsible for information related issues such as the newsletter, Chorus website and Chorus history.
(d) Vice President for Activities. The Vice President for Activities shall be responsible for Chorus activities such as social events, outreach, and attire.
(e) The Vice Presidents shall assist the President and, in the event of the President's absence or inability to serve, the Vice-President for Operations shall perform the duties of the President.
(f) Secretary. The Secretary shall record and maintain minutes of the meetings of the membership, the Board of Directors and the Executive Committee. The Secretary shall conduct all correspondence of the organization and be responsible for notifying members of all meetings. The Secretary shall in general perform all duties incident to the office of Secretary and any other duties as may be assigned by the President or by the Board of Directors.
(g) Treasurer. The Treasurer shall be the custodian of the funds of the Chorus. The Treasurer shall make payments upon order of the Board of Directors, shall receive and receipt for contributions and shall direct the deposit of all monies in the name of the Chorus in banks or other depositaries as shall be selected by the Board of Directors. The Treasurer shall keep full and accurate records and shall present financial statements at the Annual Meeting and at meetings of the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Executive Committee
(a) The Executive Committee shall be composed of the President, the three Vice Presidents, the Secretary, the Treasurer and such additional members as the Board of Directors may designate to serve thereon. The Executive Committee shall have all the powers of the Board of Directors when the Board of Directors is not in session. The actions of the Executive Committee shall be reported to the Board of Directors at the next Board meeting.
(b) A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. A majority of votes cast shall decide any questions that may properly come before the meeting.
Section 2. Other Committees
Such other standing or special committees as may be required to assist or advise the Board of Directors may be appointed by the President.
ARTICLE VII
FISCAL POLICIES
The fiscal year shall be from July 1 through June 30 of each year.
ARTICLE VIII
PARLIAMENTARY PROCEDURE
All parliamentary questions shall be determined by Roberts Rules of Order, newly revised, provided the same are consistent with the law applicable to corporations and the Bylaws of the organization.
ARTICLE IX
AMENDMENT OF BY-LAWS
The By-Laws shall be amended by a two-thirds (2/3) vote of the Members present and voting at any meeting, provided the Members have been notified at least thirty (30) days in advance of the meeting and of the proposed amendments.
All by-laws adopted or amended by the organization shall be approved by the Board of Directors of the Memphis Orchestral Society, Inc.