Please review bylaws below and then vote.
Chorus Austin is a nonprofit community-based organization dedicated to bringing great choral music performances to Austin and Central Texas.
ARTICLE I – NAME
Section 1.1 Corporate Name – The name of the Corporation is Chorus Austin, Inc.
ARTICLE II – OFFICES
Section 2.1 Principal Office – The principal office of the Corporation in the State of Texas shall be located in the City of Austin, County of Travis, Texas.
Section 2.2 Other Offices – The Board may, at any time, establish branch or subordinate offices at any other place or places where the Corporation is qualified to transact business.
ARTICLE III – PURPOSES
Section 3.1 General Purpose – The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.
Section 3.2 Specific Purpose – The specific purpose of the Corporation, without limitation, shall be:
(a) to support the art of vocal and choral music;
(b) to create new and innovative choral music education and appreciation opportunities for our members, educational institutions, and the general public, and
(c) to accept donations and contributions that will be used for the development of musical arts performance and appreciation.
ARTICLE IV – MEMBERSHIPS
Section 4.1 Members – The Corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors.
ARTICLE V – DIRECTORS
Section 5.1 Powers – The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall exercise its full authority as granted by the
Articles of Incorporation, these Bylaws, and operation of the law in establishing and maintaining such policies as are consistent with the purposes of the Corporation.
Section 5.2 Number – The authorized number of Directors of the Corporation shall be not fewer than 3 (three) nor more than 20 (twenty), the exact number authorized to be fixed, within these limits, by resolution of the Board.
ARTICLE VI – ELECTIONS AND TERMS OF OFFICE
Section 6.1 Election and Terms – Directors shall be elected at each annual meeting of the Board and from the date of their election any other Special Meeting or called to fill a Board vacancy or as an item in a regular board meeting. A term of each Directors is 3 years. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of such term for which he/she was elected and until an election, or earlier should a resignation or removal consistent with these Bylaws occur. By resolution, the Board may arrange for terms to be staggered.
(a) The maximum number of terms a Board member may serve is 2 consecutive terms after which they may not serve for at least 1 full calendar year.
Section 6.2 Ensemble Representatives – Symphonic and Chamber shall each respectively elect 2 members to represent them on the Board. These representatives shall be named President and Vice President of each ensemble. For purposes of designating responsibilities and plans for succession; these ensembles and their representatives shall determine required duties of each ensemble’s President and Vice President, outside of board activities. Each representative shall be elected annually by their respective ensembles for a one-year term.
Section 6.3 Vacancies – A vacancy or vacancies on the Board shall be deemed to exist of the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased.
Section 6.4 Removal – The Board may, by resolution, declare vacant the office of a Director who has been declared of unsound mind by an order of the court, or convicted of a felony, or found to have breached these Bylaws.
The Board may, by resolution, declare vacant the office of a Director who fails to attend 2 consecutive meetings or 75% of the meetings during any calendar year.
Directors may be removed with cause by the affirmative vote of 2/3 of the full Board of Directors.
ARTICLE VII – MEETINGS
Section 7.1 Meetings -- The Board shall hold an annual meeting, separate or as part of a Regular or Special meeting, for the purpose of organization, election of Directors and Officers, and the transaction of other business.
Regular meetings of the Board shall be held at least quarterly at such times as fixed by the Board if Board action and notice thereof have been taken, and given, with time frames set out in
Section 7.2 Special Meetings -- Special meetings of the Board for any reason purpose or purposes may be called at any time by the Chair of the Board, the Vice-Chair, the Secretary, or any three Directors.
Section 7.3 Notice of Meetings – Notice of any meeting of the Board of Directors, in each specifying the date, time and place of the meeting shall be given to each Director electronically two (2) days prior to the meeting.
Section 7.4 Place of Meetings – Meetings of the Board of Directors may be held at such place as agreed upon by the Directors. Meetings may be held by phone or other electronic means if all persons participating in the meeting have the capability to communicate with each other simultaneously.
Section 7.5 Quorum – A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board.
Section 7.6 Adjournment – A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors meeting.
Section 7.7 Action Without Meeting – Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee shall individually or collectively consent in writing or electronically to such action. Such consent or consents shall have the same effect as a vote of the Board or such committee and will be filed with the minutes of the proceedings of the Board or committee. A written consent may be provided by an electronic means.
ARTICLE VIII – COMMITTEES
Section 8.1 Executive Committee – There shall be an Executive Committee of the Board which, when the Board is not in session, shall have and exercise all of the authority of the Board in the management of the business and affairs of the Corporation. The Executive Committee shall be composed of the Officers of the Board and such other elected Directors as may be appointed by the Chair with the consent of the Board.
Section 8.2 Standing Committees – At the discretion of the Board and/or Executive Committee, standing committees may be formed. Standing committees shall include (but are not limited to) Finance, Technology, Marketing, Nominations and Performance. These committees shall exercise the authority of the Board. The Chair of the Board shall appoint the members and chairs of all additional committees with the consent of the Board.
Section 8.3 Additional Committees – The Chair of the Board has the discretion to appoint other committees as required to address specific issues and needs of the organization. Again, the Chair of the Board may appoint the members and chairs any additional committees with the consent of the Board.
Section 8.4 Fees and Compensation – Directors and members of committees may not receive any compensation for their services but may receive such reimbursement for expenses as may be fixed or determined by the Board.
ARTICLE IX – OFFICERS
Section 9.1 Officers – The Officers of the Corporation shall be Chair of the Board, Vice Chair, Secretary, and Treasurer. These Officers shall be chosen annually by, and shall serve at the pleasure of the Board, and shall hold their offices until their resignation, removal or other disqualification from service or until their respective successor has been named. To be named an Officer requires a 2/3 vote of the Board or Directors. If any Officer’s term will be ending after the expiration of said board member, a successor for said Officer’s position shall be designated by the Board.
Section 9.2 Removal and Resignation – Any Officer may be removed with written cause, at any time, by the Board. Any Officer may resign at any time by giving written notice to the Corporation via the Board Chair. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein.
Section 9.3 Vacancies of Offices – A vacancy in any office for any reason shall be filled in the manner prescribed by these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur.
Section 9.4 Chair of the Board – The Chair of the Board shall, if present, preside at all meetings of the Board, and shall have responsibility for ensuring that all orders and resolutions of the Board are carried into effect.
Section 9.5 Vice Chair -- In the absence of the Chair or in the event the Chair’s inability or refusal to act, the Vice Chair shall perform the duties of the Chair and, when so acting, shall have all the powers of and be subject to all the same restrictions of the Chair. The Vice Chair shall perform such other duties as may be prescribed by the Chair and Board.
Section 9.6 Secretary – The Secretary shall keep a book of minutes of all meetings of the Board; give all notices of meetings in accordance with the provisions of these Bylaws; be the custodian of the corporate records. The Secretary may have such other powers and perform such other duties as may be prescribed by the Board.
Section 9.7 Treasurer – The Treasurer shall keep and maintain adequate and correct accounts of the assets and business transactions of the Corporation. The books of accounts shall at all times be open to inspection by any Director. The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Corporation. The Treasurer shall disburse, or cause the disbursement of, the funds of the Corporation as may be ordered by the Board, and shall render, or cause to be rendered, to the Chair of the Board and the Directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 9.8 Artistic Director – The Board shall engage an Artistic Director who shall have responsibility, under the general direction of the Board, for all of the musical activities of the Corporation. The Artistic Director shall serve ex officio as a non-voting member of the Board. The Artistic Director may, subject to the approval of the Board, appoint assistants and
Section leaders as may be needed. The board shall create an agreement with the he Artistic Director compelling him/her to submit all proposed programs to the Board for review of their financial feasibility. The board shall also compel the Artistic Director, from time to time, to report to the Board and to perform other duties as may be assigned by the Board.
Section 9.9 Executive Director – The Board may engage an Executive Director who shall have responsibility, under the general direction of the Board, for the management of the business and administrative affairs of the Corporation. The Executive Director shall serve ex officio as a non-voting member of the Board. The Executive Director may, subject to the approval of the Board, appoint such administrative staff as may be needed. The Executive Director shall be the chief of staff of the Corporation and shall report directly to the Board.
ARTICLE X – OTHER PROVISIONS
Section 10.1 Negotiable Instruments and Other Evidence of Indebtedness – All checks, drafts, or orders for payment of money, notes, and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by a member of the Board of Directors or designee. Checks over $5,000 shall require signatures from two Directors or one designee and one Director.
Section 10.2 Contracts – The Board of Directors may authorize any officer or agent, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
Section 10.3 Conflict of Interest – Any member of the Board of Directors with a potential or actual conflict of interest between interests of the corporation and that Director’s personal, family, financial, or professional interests, shall disclose such conflict of interest to the Board on a timely basis. Should any other person become aware of a potential or actual conflict of interest involving another Director, the Director with the conflict should be instructed to notify the Board. Should a Director fail or decline to bring forth any conflict, then the Director learning of said conflict shall bring such matter to the attention of the Board, in a timely fashion.
ARTICLE XI – GENERAL
Section 11.1 Fiscal Year – The fiscal year of the Corporation shall end July 31, annually.
Section 11.2 Amendment of Bylaws – The Bylaws may be altered, amended or repealed, and the new resulting Bylaws may be adopted by the affirmative vote of the majority of the Directors then in office.
Section 11.3 Harassment Free Workplace – All members of Chorus Austin, its staff and Board of Directors are entitled to pursue their duties in a respectful workplace. The corporation will foster a respectful workplace through the prevention and prompt resolution of harassment and discrimination. The corporation will provide a forum for resolving harassment and discrimination early and make available a means through which members can seek resolution options to address harassing and/or discriminatory behavior. Harassment and discrimination are unacceptable and will not be tolerated. When harassment or discrimination has been determined to have occurred, disciplinary action, up to and including removal, may be taken by the Board.
Section 11.4 Indemnification – The Corporation will purchase and maintain insurance for the purpose of reimbursing and indemnifying any Director, officer, agent or employee against losses reasonably incurred by him or her (including without limitation, judgments, penalties, fines, settlements and reasonable attorney’s fees and other expenses) in connection with any action, suit, or proceeding to which he or she may be made a party by reason of being or having been a Director, officer, agent or employee of the Corporation. To the extent that any Director, officer, agent, or employee reasonably incurs such losses in connection with any such action, suit or proceeding which are not reimbursed by insurance (whether purchased by the Corporation or the individual), the Corporation shall indemnify such Director, officer, agent, or employee against such losses including reasonably incurred expenses pursuant to procedures consistent with state law.
I HEREBY CERTIFY that the foregoing is a true, complete and correct copy of the Bylaws of Chorus Austin, Inc., a Texas non-profit corporation, in effect on the date hereof.
Approved this day April _, 2018