By-Laws

MEMPHIS SYMPHONY CHORUS BY-LAWS

Revised and Approved 11/3/2014

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 ("MSO").

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 MSO Board of Directors ("MSO Board") as required by the by-laws of MSO, 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 (the "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-auditioned by the Director prior to singing again with the Chorus.

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 Chorus Board of Directors (the "Chorus Board") 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" is 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 two (2) weeks prior to the 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 Chorus Board.

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 Chorus Board which is to be filled at the Annual Meeting. At the announcement of the Annual Meeting, Members shall be invited to submit nominations for said positions to the President or any other officer(s) designated by the President at the time the announcement is made. Nominations  may be made from the floor. The vote shall be taken by written ballot. In order for a nominee's name to appear on the written ballot, the nomination must be submitted to one of the designated persons at least one week prior to the Annual Meeting. 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 Chorus 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 Chorus Board

a) The Chorus Board shall be composed of fifteen (15) directors to be selected from among the Members. The Chorus 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 Chorus Board shall be filled by the Chorus Board until a successor is elected at the next Annual Meeting.

(c) The Director shall be an ex officio member of the Chorus Board.

Section 2.  Eligibility for Chorus Board Membership

Chorus Board members shall have been Members of the Chorus for at least one concert season prior to their nomination and election as Directors. Each Director sing at least one Chorus concert during each concert season. For purposes of these requierments, a "concert season" may consist of a spring concert preparation period followed by the immediately following fall concert preparation period even though the preparation periods fall into two different (but consecuitive) concert seasons.

Section 3.  Duties of the Chorus Board

The Chorus Board 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, and membership assistance including music and attire. The policies and proposed activities of the Chorus shall be reported to, and shall be subject to the approval of, the MSO Board of Directors ("MSO Board") or its designee as required by the by-laws of the MSO, Article III, Section 2.

Section 4.  Meetings

(a) The Chorus Board 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 Chorus Board. A majority of votes cast shall decide any question that may properly come before the meeting.

Section 5.  Removal of Chorus Board Members

(a) It is the duty of each member of the Chorus Board to attend all meetings of the Chorus Board and of the membership. The Chorus Board shall remove any Chorus Board Member having three absences from the regularly scheduled meetings of the Board during any fiscal year. No special notice to the affected Chorus Board member shall be requried for a removal due to excessive absence.

(b) The Chorus Board may also remove any member of the Chorus Board whose actions or inactions indicate: (i) a lack of interest in the work of the Chorus Board; (ii) an unwillingness or inability to work effectively with any of the officers or other Directors on Chorus business including standing committees and specially designated committees to conduct the business of the Chorus; (iii) failure to comply with policies and procedures of the Chorus or the Board; or (iv) failure to meet the eligibility requirements for Board membership as set forth in  Article IV of these Bylaws.  This special removal provision shall only be invoked after the President has made a reasonable good faith effort to inform the Chorus Board member of the deficiencies which may result in removal from the Chorus Board.  An action to remove a Chorus Board member shall only be taken at a regular meeting of the Chorus Board or at a special meeting called by written notice from the President at least seven (7) days prior to the meeting.  Removal of a Director under this provision requires a two-thirds (2/3) vote of the Board members present and voting at the meeting.   At the meeting, the Board member under consideration for removal may not vote and shall not be counted in determining if a quorum is present.  Removal of a Director who is also an officer shall also constitute removal of that individual from his/her office.  If the Board member who is under consideration for removal is the President, then the Vice President for Operations shall act in the place of the President to take the actions of the President as set forth above.

ARTICLE V

OFFICERS

Section 1.  Officers

The officers shall be members of the Chorus Board and shall consist of a President, three Vice-Presidents: Vice Presidents for Operations, Information, and Activities, also a Secretary, a Treasurer and such additional officers as the Chorus Board determines to be necessary. Officers of the Chorus shall be elected by the Chorus Board. Immediately following the Annual Meeting, there shall be an organizational meeting of the Chorus Board 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, unless the officer is removed as a result of removal from the Chorus Board.

Section 2.  Duties of the Officers

(a) President. The President shall be the principal executive officer of the Chorus and shall supervise the business and affairs of the organization. The President shall preside at the meetings of the membership, the Chorus Board and the Executive Committee. The President shall be authorized to call meetings of the membership, the Chorus Board and the Executive Committee.

The President shall represent the Chorus as an ex-officio member of the MSO Board of Directors subject to the By-Laws and procedures of the MSO Board.

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. 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 Chorus Board 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 perform all other duties incident to the office of Secretary and any other duties as may be assigned by the President or by the Chorus Board.

(g) Treasurer. The Treasurer shall be the custodian of the funds of the Chorus. The Treasurer shall make payments upon order of the President of the Chorus Board, 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 Chorus Board. Any check for $1,000 or more shall be signed by the Treasurer and teh President. The Treasurer shall keep full and accurate records and shall present financial statements at the Annual Meeting and at meetings of the Chorus Board. The Treasurer may rely upon MSO staff to maintain financial records to the extent that is determined to be appropriate by MSO management and/or the MSO Board.

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 Chorus Board may designate. The Executive Committee shall have all the powers of the Chorus Board when the Chorus Board is not in session. The actions of the Executive Committee shall be reported to the Chorus Board at the next Chorus 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 Chorus Board 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, as most recently 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 may be amended by a two-thirds (2/3) vote of the Members present and voting at any meeting.  The text of the proposed amendments shall be posted on the Chorus web site or distributed on paper at a rehearsal at least two (2) weeks prior to the meeting.  The Members shall be notified of the posting of the text of the proposed By-Law amendments by announcement at a minimum of two (2) consecutive rehearsals and notice by email to all Members whose email addresses are on the official Chorus email distribution list.

All by-laws adopted or amended by the organization shall subject to approval by the MSO Board.