Revised
The Loudoun Chorale Constitution
ARTICLE I - Name
The name of this
organization shall be the Loudoun Chorale
ARTICLE II - Purpose
The association is
organized and shall be operated exclusively for charitable and educational
purposes. For the general purposes
aforesaid, and limited to these purposes, the objects of the association shall
be” To stimulate, promote, develop, foster, sponsor and encourage community interest
and participation in choral singing and to bring good choral music to the
community.
The association shall
not operate or take any steps whatsoever which shall serve to facilitate the
transaction of special business by its members or promote the private interest
of any member or person, or engage in any activities which would constitute a
regular business of a kind
ordinarily carried on for profit, and shall not conduct or carry on any
activities permitted to be conducted or carried on by an organization exempt
under Section 501 ( c ) ( 3) of the Internal Revenue Code and its Regulations
as they now exist or as they may hereafter be amended, or by an organization,
contributions to which are deductible under Section 170 ( c ) (2 ) of the Code
and Regulations.
ARTICLE III - Operation
The association shall
not be operated for profit and no part of the net earnings shall inure to the
benefit of or be distributed to its members, officers, directors, trustees or
other private persons, except that the organization shall be authorized and empowered
to pay reasonable compensation for services rendered. No substantial part of the activities shall
be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the organization shall not participate in, or intervene in (including
the publication or distribution of statements) any political campaign on behalf
of any candidate for public office.
ARTICLE IV - Dissolution
Upon the dissolution
of the association or the winding up of the affairs, the remaining assets of
the organization shall be distributed exclusivel to charitable or educational
organizations which would then qualify as exempt organization or organizations,
under Section 501 ( c ) ( 3 ) of the Internal Revenue Code and its Regulations
as they now exist or as they may hereafter be amended.
THE LOUDOUN CHORALE
BY-LAWS
Chapter 1 - Elections
1.1 Elections shall be held at the rehearsal
prior to the last rehearsal of the season.
Nominations shall be announced one (1) week prior to the election.
1.2 A Nominating Committee consisting of no less than one (1) Board
Member, plus two (2) Chorale Members-at-Large shall be appointed by the
President at least thirty (30) days prior to the election. Nominations shall be accepted from the floor,
with the prior consent of the nominee.
1.3 In case of elected officers, the
candidate having the highest vote for each office shall be declared elected,
unless that candidate’s vote is less than fifty percent (50%) of those
voting. In that event, a run-off election
shall be held between the two (2) candidates having the highest number of
votes.
1.4 In the event that a current Board Member
relinquishes his/her position before
normal election dates, the Board is empowered to approve an interim appointee
to replace the outgoing member until the regular election of Board officers is
effective. The aforesaid appointee is
eligible for election to the bost he or she occupies or any other available
position in an open election to be held by the Chorale members. (Approved
1.5 There shall also be one or two voting
members elected to the Board of Directors who are residents of
Chapter 2 - Duties of Officers
2.1 The President shall carry out the provisions of the constitution and By-Laws; shall preside at business meetings of the Chorale Membership and also of the Board of Directors; shall with the exception of the Nominating Committee, be a non-voting, ex-officio member of all Standing Committees; and may sign checks in the absence of the Treasurer.
2.2 The Vice President shall assist the
President and perform the duties of the president in his/her absence. Should the office of the President become
vacant during a term, the Vice President shall automatically become President.
2.3 The Secretary shall maintain minutes of
Choral Membership meetings and meetings of the Board of Directors; shall
conduct such correspondence as ordered by the President; shall maintain
official records such as the Constitution and By-Laws.
2.4 The Treasurer shall receive and disburse money for the Chorale; shall keep an accurate and complete record of all receipts and expenditures (this record to be available for audit at the request of the Board of Directors), shall endorse checks, make deposits, and sign other financial obligations as approved by the Board of Directors.
2.5 The Music Director shall be responsible
for the musical quality of performances of the Chorale; shall have ultimate
authority over the selection of choral music, soloists, accompanists for
concerts; shall be empowered to call rehearsals as necessary to prepare for
concerts; and to conduct auditions at times
specified by the Board of Directors. The
Music Director’s services and
compensation shall be secured by a Letter of Understanding approved by the
Board of Directors. The Letter of
Understanding may be terminated on sixty (60) days notice by either party.
2.6 An Accompanist shall be responsible to
the Music Director for the performances of his/her duties. His/her services and compensation shall be
secured by a Letter of Understanding approved by the Board of Directors. The Letter of Understanding may be terminated
on sixty (60) days notice by either party.
2.7 The Librarian is responsible for ordering
the music to be used by the Chorale. The
Librarian will ensure that the music is received, assembled in packets and
ready for delivery to Chorale members at the first rehearsal of the concert
season, and that such packets are available at all subsequent rehearsals until
it is determined that no further need exists. Upon
confirmation of the music order, the Librarian will notify the President and
Treasurer of the cost per member for music for each concert. All unused music will be stored by the
Librarian for possible future use and will be transferred as required upon
change of Librarians.
2.8 The Development Officer will head the
Chorale’s effort to obtain financial backing from the business community. This effort should be finalized and
operational by no later than early August.
Information should be solicited on a continuing basis from all members
of the Chorale to ensure that all feasible avenues of financial support are
explored.
Chapter 3 - Standing and Special Committees
3.1 Standing Committees shall be those
considered necessary by the President.
Chapter 4 - Finances
4.1 The fiscal year of the organization shall
end May 31 of each year.
4.2 At the
discretion of the Board of Directors, the accounts of the organization shall be
audited each year as of the end of each year, but not later than September
30. Such audit shall be made by a
responsible, qualified person acceptable to the President.
Chapter 5 - Incorporation
5.1 Nothing in these By-Laws shall preclude
the incorporation of this organization under the laws of the
______________________________________________________________________________
THESE DOCUMENTS ARE TRUE, AND CORRECT COPIES OF DOCUMENTS CURRENTLY IN
EFFECT. THEY WERE ORIGINALLY ADOPTED BY
VOTE OF THE MEMBERSHIP ON
Attest: LillianC. Brewer (s), President;
Attest: Richard T. Mann (s), Treasurer;
ARTICLE V - Membership
1. Elected
officers from the choral membership of the Chorale shall be a President, a Vice
President, a Secretary, a Treasurer, a Librarian, and a Development Officer,
all who shall also serve as members of the Board of Directors. The duties and terms of office of the
officers shall be set forth in the By-Laws.
The term of each office is one year.
All officers and At-Large members are eligible for consecutive terms and
therefore may stand for re-election each year.
Terms for these individuals are limited to a maximum of five consecutive
years on the Board of Directors. The
Treasurer must stand for re-election each year, but is not limited to a
specific numer of yearly terms of office.
2. In
addition to the 6 elected officers of Section 1, there shall be two other
elected officers of the Board of Directors, who must be members of the Chorale
and shall be elected for a term of two years.
3. Elections
of officers and board members shall be held annually. Only Chorale members in good standing shall
be allowed to vote. Nomination and
election procedures shall be specified by the By-Laws.
4. Elected
officers may begin business meetings at once, however, they will take up their
duties officially by June 1.
5. The Past President, when succeeded, shall automatically
serve a term of one additional year on the Board of Directors.
6. The
Chorale will receive new singers without an audition for the first four weeks
of a rehearsal period, after that time, any new singer must have an audition
with the Music Director before becoming a member of the Chorale.
ARTICLE VII-Contracted Employees and
Committees
1, In
the event that a current Board Member relinquishes his/her position before
normal election dat es, the Board is empowered to approve an interim appointee
to replace the outgoing member until the regular election of Board officers is
effective. The aforesaid appointee is
eligible for election to the post he or she occupies or any other available
position in an open election to be held by the Chorale members. (Modified,
2. The
Music Director and other contracted employees shall be selected by the Board of
Directors. That selection shall be
confirmed annually by the President in a Letter of Understanding. Compensation of contracted employees shall be
approved by the Board of Direct ors. The
Music Director shall be an ex-officio member of the Board
of
Directors.
3. The
President is empowered to delegate tasks to the members of the Board of
Directors as he/she shall deem necessary to conduct the business of the
Chorale.
4. The
President may create or abolish such committees as are necessary to carry out
the business of the Chorale.
ARTICLE VIII-Meetings
1. Board
of Directors: Meetings shall be called by the President. The President shall preside and Robert’s
Rules of Order, shall govern procedures. All members present are eligible to
vote. A majority of members of the Board
of Directors shall constitute a quorum.
2. Chorale
Members: These meetings must be called by the President with one week’s notice
to all members. Sixty percent (60%) of
the active choral membership roll as maintained by the Membership
Chairman/Secretary shall constitute a quorum for normal business purposes. Unless otherwise specified, decisions shall
be carried by a simple majority of those qualified as Chorale members and
present when there is a quorum.
ARTICLE IX-Amendment and Ratification
1. Amendments
to this Constitution and its By-Laws shall be presented in writing to a meeting
of choral members of the Chorale by the Board of Directors. A choral member may initiate an amendment by
referring it to the Board of Directors, which will then submit the amendment to
the membership, together with its recommendations.
2. A
proposed amendment shall be present to and discussed by all choral members at
the first meeting or presentation. At a
second meeting of Chorale members, ast least one week from the first, the
proposed amendment shall be discussed again.
3. The
amendment shall be considered a valid part of this Constitution when ratified
by two-thirds (2/3) of the members present at a second meeting, provided they
constitute a quorum.
4. This
Constitution shall be considered valid when ratified according to the same
procedures as an amendment thereto.