Collegium Vocale, Inc.
The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address, but may have other offices located within or without the State of Georgia as the Executive Board shall determine.
Section 2.1. Identity of Members. There shall be one class of members. The members of the Corporation shall be composed of those members who have been accepted into the group by audition and without regard to age, race, color, religion, sex or national origin.
Individuals shall retain their status as members so long as they are accepted after any subsequent auditions, attend the requisite number of rehearsals and performances, and pay (directly or via scholarship) any and all annual dues imposed by the Corporation upon its members.
Section 2.2. Annual Meeting. The annual meeting of the members of the Corporation shall be held on the last regular Tuesday rehearsal of concert week, before the end of the fiscal year, if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, or at such other time designated by the Executive Board, for electing Officers (as defined below) to succeed those whose terms shall have expired and to fill other vacancies.
Section 2.3. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the President, the Executive Vice President, or a majority of the Executive Board.
Section 2.4. Notice of Meetings. Members will be notified of each annual or special meeting at least three (3) days before the meeting. Each such notice shall state the place, day and hour at which the meeting is to be held and, in the case of any special meetings, shall state briefly the purpose or purposes thereof.
Section 2.5. Quorum. The presence in person, or by proxy, when authorized by the Executive Board, of a majority of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws. Except as otherwise provided herein, a majority vote of a quorum shall control.
Section 2.6. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by the Executive Vice President. If neither is present, the Secretary, Treasurer, or any other member designated at such meeting by a majority of the members present may preside.
Section 2.7. Voting. At all meetings of members, every member entitled to vote shall have one (1) vote. All elections shall be held and all questions decided by a majority of the votes cast, except as otherwise provided by law, in the Articles or Incorporation, or by these bylaws. If the Chairman of the meeting shall so determine, a vote by ballot may be taken and tallied by a person or persons appointed by the Executive Board.
OFFICERS AND EXECUTIVE BOARD
Section 3.1. Purpose Of Executive Board. The Executive Board shall be the body referred to in the Articles of Incorporation as the "Board" or "Board of Directors". It is the managing body of Collegium Vocale and shall have general charge and control of the affairs and funds of Collegium Vocale. It may, as provided herein, take any action it considers proper and best for the Corporation as subject to these Bylaws.
Section 3.2. Composition. The Executive Board shall be comprised of President, Executive Vice-President, Vice President of Development, Vice President of Marketing, Vice President of Operations, Secretary and Treasurer.
Section 3.3. Meetings and quorum. The Executive Board shall hold regular meetings, the time and place of which shall be announced either orally at a prior such meeting, electronically or in writing. At a regularly scheduled meeting, a quorum shall consist of a simple majority of the Executive Board members. Except as otherwise provided herein, a majority vote of a quorum shall control. The right to attend meetings, speak at meetings, and vote is vested personally in the Executive Board members and may not be exercised by proxy or delegation.
Any member of the corporation may attend any meeting of the Executive Board.
Section 3.4. Officers of the Corporation. The Officers of the Corporation shall be the President, Executive Vice President, Secretary, and Treasurer. No individual may hold more than one office at one time.
Section 3.5. Eligibility for Office. Any member in good standing at the time of the election is eligible to run for office.
Section 3.6. Nominating Process. Each year there will be a Nominating Committee consisting of the four (4) Section Leaders. The President will select the person who is to assume the role of chairman of the Nominating Committee.
It will be the Nominating Committee's responsibility to create a ballot of candidates for the seven (7) Executive Board positions. It is part of that responsibility to seek out and identify as many candidates as are willing and able to fill each position but to provide at least one candidate for each of the seven offices. All nominees shall have given their prior consent to the Nominating Committee for naming them to a particular position on the ballot. A member of the Nominating Committee may be included on the ballot.
The list of candidates will be presented to the Members no later than 2 weeks prior to the Annual Meeting. At that time additional candidates may be nominated. These may be volunteers or others who have given prior consent to the nominating committee. These names will be added to the ballot no later than one week prior to the Annual Meeting.
Section 3.7. Election. Election of the seven (7) officers shall be held at the annual meeting of the members. Each member of the Corporation will be entitled to one (1) vote for each of the seven members of the Executive Board. The voting process may take place via a show of hands or secret ballot as determined by the Executive Board. A majority of votes of the members voting is needed to elect each Officer. In the case of a tie, a runoff election shall be held, the time and structure of which will be determined by the Executive Board.
Section 3.8. Term. The Officers shall serve a one-year term and shall assume office the first day of the month immediately following election.
Section 3.9. Filling of Vacancies. In the event of any vacancy on the Executive Board through illness, death, resignation, disqualification, removal, or other cause, the President in consultation with the remaining members of the Executive Board may appoint a successor to hold office for the unexpired portion of the term until election of a successor, or until the successor shall be removed.
Section 3.10. Removing of Officers. Any member of the Executive Board of the Corporation shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority of the members of the corporation voting at a special meeting called for such purpose.
Section 3.11. Term Limits. To encourage the influx of new ideas and volunteers, no Executive Board member may serve in a specific position for more than four consecutive years. A one-year absence from a specific position is required to reset the clock.
Section 3.12. Duties of the Officers.
Section 3.12.1. Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President shall preside at all meetings of members and the Executive Board; shall execute decisions of the Executive Board; shall establish the number, place, time, and procedures for all meetings; and shall, in person or by designee, serve as an ex-officio member of all committees. The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation, and shall perform such duties as may be assigned to him or her by the Executive Board.
Section 3.12.2. Duties of the Executive Vice President. The Executive Vice President shall assist the President in administrative coordination and in such duties and capacities as may be required or appointed by the President and shall perform the duties of President when so designated or when the President is absent or disabled. The Executive Vice President will also assume responsibility for the coordination of the Collegium Vocale printed programs as produced for each concert and any other responsibilities as assigned by the President.
Section 3.12.3. Duties of the Secretary. The Secretary shall keep a record of all meetings of the Executive Board, Council, and members. The minutes from all of these meetings shall be completed and available in an organized fashion in books for review by any member of the Corporation or outside agency as deemed necessary. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it. In general, the Secretary shall perform all the duties generally incident to the office of secretary of a corporation, subject to the direction and control of the President.
Section 3.12.4. Duties of the Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation; shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories designated by the Executive Board.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Executive Board, taking proper vouchers for such disbursements; and shall render to the President and the Executive Board whenever requested, an account of all transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall give the Corporation a bond, if required by the Executive Board, in a sum and with one or more sureties, satisfactory to the Executive Board, for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his or her possession or control belonging to the Corporation.
The Treasurer shall perform all the duties generally incident to the office of the Treasurer of a corporation, subject to the direction and control of the Executive Board or the President.
Section 3.12.5. Duties of the Vice President of Operations. The Vice President of Operations shall manage all activities relating to venues and logistics. This will include the procurement of venues for all concerts and the management of logistics for rehearsals, dress rehearsals and performances (e.g., scheduling, stage configuration, etc.). The Vice President of Operations will also manage the set up and tear down of regular weekly rehearsal space.
Section 3.12.6 Duties of the Vice President of Development. The Vice President of Development will be responsible for managing all fund-raising activities of the Corporation which includes grants, corporate and individual donations and contributions to the endowment.
Section 3.12.7. Duties of the Vice President of Marketing. The Vice President of Marketing will be responsible for developing and managing activities to raise awareness of the organization with the primary objective of increasing concert attendance.
Section 3.13. Compensation. Members of Executive Board shall not receive any compensation for their services.
Section 4.1. Purpose. The purpose of the Council is to aid and assist the Executive Board in running the Corporation. This will be facilitated at meetings in which the Executive Board will report on the current status of the Corporation, past decisions, and future plans, and Council members will report on the status of their assigned activities. Service on the Council also provides an opportunity to acquaint members with the structure, purpose, and current affairs of the Corporation, developing potential interest for future Officers.
Section 4.2. Composition. Each position on the Council will be responsible to a specific member of the Executive Board.
Executive Board The Council Music Staff
President Legal advisor Music Director
Nominating Committee Accompanist
Executive Vice President Member recruitment
Treasurer Tax advisor
VP of Operations Historian
VP of Fundraising Annual Fund
VP of Marketing Marketing
Publicity and press releases
The number, position, title and duties of each of the Council members shall be determined by the Executive Board and published in a Job Descriptions document amended annually as needed.
Section 4.3. Meetings and quorum. There shall be a minimum of two (2) Council meetings per year. Members of the Council are expected to attend and participate in these meetings, the time and place of which shall be announced either orally, electronically or in writing.
Section 4.4. Term. Council members are appointed and shall serve until the new board assumes office. Council members shall be recruited by the Board member responsible for their function, subject to Executive Board approval. To encourage the influx of new ideas and volunteers, a member of the Council may serve in a specific position for not more than four consecutive years, unless prior approval is obtained from the Executive Board. A member may hold more than one Council position.
Section 4.5. Filling of Vacancies. In the event of any vacancy in the Council through death, resignation, disqualification, removal, or other cause, the President may appoint a successor with the approval of a majority of the Executive Board.
Section 4.6. Removing of Council Members. Any member of the Council shall be subject to removal at any time, with or without cause, by the Executive Board.
Section 4.7. Volunteers. Members of the Council are encouraged to appoint such volunteers from the membership as they see fit to help them complete their specific responsibilities. Volunteers are not required to attend any meetings of the Council.
Section 4.8. Compensation. Members of the Council shall not receive any compensation for their services.
Section 5.1. Director of Music. The Director of Music shall supervise all musical activities of the Corporation. The Director of Music shall submit all presentation proposals, which must be confirmed by a majority vote of the Executive Board. The Director of Music shall be hired by a majority vote of the Executive Board, serve at the pleasure of the Executive Board, and shall serve as a consultant to the Executive Board.
Section 5.2. Accompanist. The Accompanist shall assist the Director of Music at rehearsal by playing instrumental accompaniment or choral parts and, when requested, prepare and perform for rehearsals and performances as required. The Accompanist shall be appointed by the Director of Music, subject to ratification by the Executive Board, and shall serve at the pleasure of the Director of Music.
Section 5.3. Other Positions. Any other technical or resource staff deemed desirable by the Director of Music, shall be appointed by the Director of Music, subject to approval of the Executive Board.
Section 5.4. Compensation. Compensation for any and all of the music staff will be according to agreement between the staff member and the Executive Board.
Section 6.1. Seal. The seal of the Corporation shall be in such form as the Executive Board may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Executive Board shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by the secretary on all appropriate papers.
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of June each year.
Section 7.2. Bank Accounts. Such Officers or agents of the Corporation as designated by the Executive Board shall have authority to deposit any funds of the Corporation in such banks or trust companies designated by the Executive Board. Such Officers or agents as authorized by the Executive Board may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Corporation, and made or signed by such Officers or agents.
Each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by Officers or agents so designated by the Executive Board, until written notice of the revocation of the authority of such Officers or agents by the Executive Board shall have been received by such bank or trust company.
In the event that the Executive Board shall fail to designate the persons by whom checks, drafts an other instruments or orders for the payment of money shall be signed, as herein above provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or the Executive Vice President and countersigned by the Secretary of the Corporation.
Section 7.3. Investment Account. The Executive Board shall have the authority and power to establish an Investment Account within the Corporation as a means for furthering the purposes for which the Corporation is organized. The money comprising such Investment Account shall be held by the Corporation in a segregated, interest-bearing depository account or accounts or shall be otherwise separately invested, as the Executive Board shall determine.
At its discretion, the Corporation may accept further monies or property from any source (including, without limitation, the donors of the Corporation) and designated for the Investment Account, which additional monies or property shall become a part of the fund's corpus.
Decisions as to the Account’s distributions (how the distribution will be made, in what amount, to whom the distributions are made, etc.) shall be made by the Executive Board with the aim of using the funds effectively and in support of the organization’s mission, while preserving its assets for the long term. The Executive Board will authorize distributions from the Investment Account as follows:
At any time during the fiscal year (July 1 through June 30), the Executive Board can determine if a revenue shortfall is projected for the forthcoming fiscal year, or a need for additional funds has been identified. The Executive Board may then at its discretion elect to withdraw funds from the Investment Account. The amount of the withdrawal shall not exceed ten (10%) percent of the market value of the Account as of the preceding July 1. If the Executive Board elects to withdraw less than ten (10%) percent of the market value, additional withdrawals may be made at the discretion of the Executive Board during the fiscal year provided the total withdrawals during the fiscal year do not exceed a total of ten (10%) percent of the market value of the Account as of the preceding July 1. If the Corporation ceases operation, the contents of the fund shall then be distributed to such other Section 501(c)(3) organizations that the Executive Board deems fit to receive such money.
Section 8.1. Amendments. These Bylaws may be amended by affirmative vote of two-thirds of members in good standing at a duly called meeting with notice of the meeting's purpose being previously given. Such proposed amendments shall be submitted to all members in writing or electronically at least one week prior to voting.