By-laws

 

BYLAWS

of

PORTLAND CHOIR AND ORCHESTRA

An Oregon Nonprofit Corporation

 

 

 

Revised May 2014

 

 

TABLE OF CONTENTS

 

ARTICLE I.       NAME AND OFFICES. 1

1.1        Name. 1

1.2        Principal Office. 1

1.3        Other Offices. 1

ARTICLE II.      PURPOSES. 1

2.1        Mission. 1

2.2        Charitable Corporation. 1

2.3        Financial Gain. 1

2.4        Dissolution. 1

ARTICLE III.    MEMBERSHIP. 1

3.1        Members. 1

3.2        Choir and Orchestra Standards. 2

ARTICLE IV.    BOARD OF DIRECTORS. 2

4.1        Powers. 2

4.2        Number. 2

4.3        Election. 2

4.4        Term of Office. 2

4.5        Removal. 3

4.6        Resignation and Vacancies. 3

4.7        Fees and Compensation. 3

ARTICLE V.     OFFICERS OF THE BOARD OF DIRECTORS. 3

5.1        Officers. 3

5.2        Elections and Term of Office. 3

5.3        Removal and Resignation of Officers. 4

5.4        Vacancies of Officers. 4

5.5        Chairperson. 4

5.6        Vice-Chairperson. 4

5.7        Secretary. 4

5.8        Treasurer. 4

ARTICLE VI.    MEETINGS OF THE BOARD OF DIRECTORS. 5

6.1        Annual Meetings. 5

6.2        Regular Meetings. 5

6.3        Special Meetings. 5

6.4        Notice of Meetings. 5

6.5        Waiver of Notice. 5

6.6        Place of Meetings. 5

6.7        Quorum. 5

6.8        Action without Meeting. 6

6.9        Conflict of Interest. 6

6.10     Parliamentary Procedure. 6

ARTICLE VII.   EXECUTIVE COMMITTEE. 6

7.1        Membership. 6

7.2        Quorum. 6

7.3        Authority. 6

ARTICLE  VIII………………………………………………………………………………………………… COMMITTEES. 7

8.1        Finance Committee. 7

8.2        Governance Committee. 7

8.3        Personnel Committee. 7

8.4        Development Committee. 7

ARTICLE IX.    EXECUTIVE, ARTISTIC, AND DEVELOPMENT DIRECTORS. 8

9.1        Executive Director. 8

9.2        Artistic Director. 8

9.3        Development Director. 8

9.4        Staff 8

ARTICLE X.     CONTRACTS AND FISCAL PROCEDURES. 8

10.1     Contracts. 8

10.2     Checks, Drafts, Etc. 8

10.3     Deposits. 8

ARTICLE XI.    GENERAL. 9

11.1     Fiscal year. 9

11.2     Amendment of Bylaws. 9

11.3     Dissolution. 9

11.4     Indemnification. 9

 

 

 

 

ARTICLE I.       NAME AND OFFICES

 

1.1              Name.  The corporation shall be known as the Portland Choir & Orchestra, also referred to as PECO, an Oregon nonprofit corporation.

 

1.2              Principal Office.  The principal office of PECO shall be fixed and located at such place in the State of Oregon, as the Board of Directors shall determine.  The Board is granted full power and authority to change said principal office from one location to another.

 

1.3              Other Offices.  This corporation may also have offices at such other place or places as the Board or the business of the corporation may require.

 

ARTICLE II.      PURPOSES

 

2.1              Mission.  The mission of the Portland Choir & Orchestra shall be to perform professional quality concert events that uplift and inspire.

 

2.2              Charitable Corporation.  PECO is organized and shall be operated exclusively for charitable, educational, religious, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding section of any future federal tax code.

 

2.3              Financial Gain.  Neither the Directors nor the Officers of the Corporation may receive financial gain from their positions, except as permitted under applicable state law and under Section 501(c)(3) of the Internal Revenue Code.  The Corporation shall not engage in any activities which tax-exempt organizations are prohibited from undertaking under Section 501(c)(3) of the Internal Revenue Code 26 U.S.C. Section 170(c)(3).

 

2.4              Dissolution.   In the event the Corporation is dissolved, the Directors shall first use the assets to pay all the liabilities of the Corporation.  They shall then dispose of the remaining assets in a manner consistent with the goals of the Corporation and in accordance with all applicable provisions of the Internal Revenue Code governing tax-exempt organizations.  No assets of the organization shall inure to the benefit of any private individual.

 

ARTICLE III.     MEMBERSHIP

 

3.1              Members.  This corporation shall have no members as that term is defined by Oregon Revised Statutes, Chapter 65, but shall have members for other purposes, referred to hereinafter as “PECO members”.  PECO members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute).  Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval by the Board.  All rights which would otherwise vest in the members shall vest in the Directors.

 

A PECO member shall be defined as any individual who has auditioned and been accepted into the choir and/or orchestra to perform in an upcoming event or has performed with the group within the last year. Auditions are open to anyone, regardless of race, color, national origin, sex, sexual orientation, or religion.

 

3.2              Choir and Orchestra Standards.  In addition to the requirements of these Bylaws, the Board shall maintain choir and orchestra standards of professionalism as a condition of membership in PECO.  The Board shall ensure that such standards are contained in a handbook of instructions for PECO members.

 

ARTICLE IV.     BOARD OF DIRECTORS

 

4.1              Powers. The business affairs of the Corporation shall be managed and controlled by its Board of Directors.  The duties shall include financial planning, long-range planning, determining frequency of performances, financial management, coordination of committees and the general management of the Corporation.  In addition, the members of the Board of Directors shall provide leadership and advocate support of wholesome musical programming and entertainment to business groups, individuals, government and the community at large.  The Board of Directors shall exercise its full authority as granted by the Articles of Incorporation, by these Bylaws and by operation of law in establishing and maintaining such policies as are consistent with the purposes of the Corporation.

 

4.2              Number.  The Board of Directors of the Corporation shall consist of not less than 3 members and not more than 15 members.

 

4.3              Election.  The Board of Directors shall elect members to the Board of Directors at the annual meeting of the Board at which the election slate is presented.  Nominations shall be made by the Governance Committee and may be made from the floor with the prior consent of the candidate.

 

4.4              Term of Office. Each Director shall serve for a term of three years, whose terms shall be staggered so that approximately one-third of the Directors shall be elected each year.  A director may serve for up to 3 terms (9 years).  Upon completion of serving 3 terms, a Director must wait for one year before being re-elected.

 

A person who has been elected Director to complete the unexpired term of another director is eligible to serve as member of the Board of Directors for a period which includes consecutively the unexpired term of the other Director and for 2 additional terms.

 

Any person whose term of office as a director has expired or will expire during his or her tenure as an officer, and who is nominated and appointed to serve as an officer of the Corporation, shall continue as a director for that period coinciding with such person’s service as an officer.

 

4.5              Removal.  Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.

 

4.6              Resignation and Vacancies.  Any Director may resign effective upon giving written notice to the Chair or Vice-Chair.  If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.

 

Vacancies, resulting from resignation, death, incapacity, removal of a Director, or expansion of the Board, may be filled by a majority vote of the remaining members of the Board at any regular or special meeting of the Board.  The election shall be for the remainder of the unexpired term of office.

 

If any of the Board of Directors is absent in person from three (3) consecutive meetings without good and sufficient reason, the Board of Directors may consider that member to have resigned and shall so notify him or her in writing.

 

4.7              Fees and Compensation.  Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.

 

ARTICLE V.      OFFICERS OF THE BOARD OF DIRECTORS

 

5.1              Officers.  The officers of the Board of Directors shall include a Chairperson, a Vice–Chairperson, a Secretary, and a Treasurer.  The Board may also have, at the discretion of the Board, such other officers, including one or more Assistant Secretaries, and Assistant Treasurers, as may be elected by the Board or may be appointed by the Chairperson, as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as provided in these Bylaws or as the appointing authority may from time to time determine.

 

Officers shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service or until their respective successor shall be elected.  Any number of offices may be held by the same person, except as provided in the Articles or in these Bylaws and except that neither the Secretary nor the Treasurer may serve concurrently as Chairperson.

 

5.2              Elections and Term of Office.  The officers shall be elected to a one-year term at the annual meeting to take office immediately after the annual meeting.

 

Nominations shall be made by the Governance Committee and may be made from the floor by a member of the Board of Directors with the prior consent of the candidate.  At each annual meeting, the Board of Directors shall install elected officers to serve until his or her successor has been duly elected and accepts the office, or until the officer has resigned or has been removed in the manner provided herein.  Officers shall not be elected for more than three (3) one-year terms without a break in service in that particular office.

 

5.3              Removal and Resignation of Officers.  An officer elected by the Board of Directors may be removed from such office by the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby.  Any officer may resign at any time by giving written notice to the Chairperson or Vice-Chairperson.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.

 

5.4              Vacancies of Officers.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for the regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

 

5.5              Chairperson.  The Chairperson shall convene regularly scheduled Board meetings. The Chairperson 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.  The Chairperson shall set Board of Directors meeting agendas; appoint the chairs of all standing and ad hoc committees to the Board, assign issues to committees; and perform such other duties as may be prescribed by the Board of Directors.

 

5.6              Vice-Chairperson.  The Vice–Chairperson shall act under the direction of the Chairperson and shall lead meetings and discussions in the absence of the Chairperson.  The Vice–Chairperson shall have any other powers and duties of and be subject to all the restrictions upon the Chairperson, and shall perform such other duties as may be prescribed by the Chairperson and/or Board of Directors from time to time.

 

5.7              Secretary.  The Secretary shall keep or cause to be kept a book of minutes of all meetings of the Board of Directors; shall maintain a current roster of all members of the Board of Directors; and be responsible for the custodial care of the Board of Directors meeting records.  The Secretary shall keep, or cause to be kept, the original or a copy of the Corporation’s Articles and Bylaws, as amended to date.  The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board.

 

5.8              Treasurer.  The Treasurer is responsible for ensuring that adequate and correct accounts of the properties and business transactions of the Corporation are maintained.  The books of account shall at all times be open to inspection by any Director.  The Treasurer shall oversee the deposit of all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board.  The Treasurer shall ensure the disbursement of the funds of the Corporation as may be ordered by the Board, and shall oversee 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.  The Treasurer shall be the chair of the Finance Committee.

 

ARTICLE VI.     MEETINGS OF THE BOARD OF DIRECTORS

 

6.1              Annual Meetings.  The Board shall hold an annual meeting for the purpose of organization, election of Directors and Officers, and the transaction of other business.  Annual meetings of the Board shall be held in July of each year or at such other date which shall be designated by the Board.

 

6.2              Regular Meetings.  Regular meetings of the Board shall be at least quarterly, except that the Board may elect not to meet in a month when a performance is scheduled.

 

6.3              Special Meetings.  Special meetings of the Board for any purpose or purposes may be called at any time by the request of the Chairperson or any three (3) Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally, by telephone, mail, or email not less than one week prior to the date of the special meeting.

 

6.4              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 by delivering notice orally, in writing, by facsimile, or electronically, seven (7) days prior to the date of the meeting.

 

6.5              Waiver of Notice.  Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

 

6.6              Place of Meetings.  Meetings of the Board of Directors may be held at such place and time as may be agreed upon by the Directors.  Meetings may be held by phone conference or other electronic means if all persons participating in the meeting can communicate with each other simultaneously.

 

6.7              Quorum.  A quorum at a Board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, a majority of the number in office immediately before the meeting begins.  If a quorum is present, action is taken by a majority vote of the directors present, except as otherwise provided by these Bylaws.  Where the law requires a majority vote of the directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority required by law.

 

6.8              Action without Meeting.  Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Board members then in office.  A written consent may be provided by an electronic transmission.

 

6.9              Conflict of Interest.  Any Board member which has a real or perceived conflict of interest, financial or otherwise, regarding a Board resolution shall abstain from voting on that resolution.

 

6.10          Parliamentary Procedure.  The current edition of Robert’s Rules of Orders shall be the parliamentary procedure to be followed by the Board of Directors at all meetings.

 

ARTICLE VII.   EXECUTIVE COMMITTEE

 

7.1              Membership.  There shall be an Executive Committee composed of the officers of the Board and such other members of the Board of Directors as the Chairperson shall appoint.  The Chairperson, or in his or her absence, the Vice-Chairperson, shall preside at all meetings of the Executive Committee.  Except for the power to amend the articles of incorporation and bylaws, the executive committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, and is subject to the direction and control of the full Board.

 

7.2              Quorum.  A majority of the members of the Executive Committee shall be necessary for a quorum.  An affirmative vote of a majority of such members acting at a meeting at which a quorum is established shall be necessary for the approval of any matter.  The Executive Committee shall also act by the written resolution of a majority thereof, although not formally convened at a meeting.  The Executive Committee shall fix its own rules and procedures and shall meet as provided by such rules or by resolution of the Board of Directors and it shall also meet at the call of the Chairperson or of any three members of the Executive Committee.

 

7.3              Authority.  During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and exercise all of the powers of the Board of Directors in the management and direction of the affairs of the Corporation.  All actions taken by the Executive Committee shall be reported to the Board of Directors at its next succeeding meeting, and shall be subject to ratification, revision and/or alteration by the Board of Directors; provided, however, that no rights of third parties shall be affected by any such action of the Board of Directors.  Without intending to limit the foregoing powers of the Executive Committee, it shall have specific authority to:  receive, act upon or implement any recommendation made by any other committee of the Board of Directors or by the Chairperson; expend funds of the Corporation in case of an emergency being determined by the Chairperson, or, in his or her absence, the Vice-Chairperson, or by the Chairperson; and to authorize the execution of any contract or other instrument by any officer of the Corporation.

 

ARTICLE  VIII.  COMMITTEES

 

In addition to the standing committees hereinafter established, the Board of Directors may designate one or more ad hoc committees as circumstances may require.  The Chairperson shall designate a Director as Committee Chair.  In order to expedite the work of their respective committees, all Committee Chairs shall have the authority to enlist the aid of volunteers who are not Directors, which volunteers shall be members of the respective committees.

 

There shall be four (4) standing committees of the Board of Directors.  Except as hereinafter established, the Chairperson shall designate a Director as Committee Chair.

 

8.1              Finance Committee.  The Finance Committee shall be chaired by the Board Treasurer and is responsible to review the Corporation’s operating and capital budgets, ensure the Corporation performs tax filings, and review the Corporation’s cash flow projections on an ongoing basis. The committee will also regularly review the Corporation’s operating results and interim financial statements. At the Board’s direction, this committee shall also oversee the preparation of annual financial statements and such other reports and documents as are necessary to meet the needs of either a financial review or an audit as may be required by various grantors and appropriate regulatory agencies.

 

8.2              Governance Committee.       The Governance Committee shall be responsible to ensure the Corporation is in compliance with all governmental and regulatory requirements.  The committee will be responsible for the review and revision of the Corporation’s bylaws, Articles of Incorporation, and any other issue involving the governing of the Corporation.  The Governance Committee shall also nominate candidates for Directors, Board Officers, and any vacancies among them, as well as the offices of Executive Director, Artistic Director, and Development Director and any other paid position within the Corporation.

 

8.3              Personnel Committee.          The Personnel Committee shall be responsible for the contractual agreements, annual reviews of the music director and orchestra conductor and for the proposal of salaries and wages of any employee of the Corporation.

 

8.4              Development Committee.    The Development Committee shall oversee the development of a plan each year to secure the funds necessary for the operation, continuation and/or expansion of the Corporation, including, but not limited to, obtaining donations and grants, as well as marketing the revenue-generating activities of the Corporation, which plans shall be presented to the Board of Directors for approval.

 

ARTICLE IX.     EXECUTIVE, ARTISTIC, AND DEVELOPMENT DIRECTORS

 

9.1              Executive Director.  The Board shall appoint an Executive Director to carry out the mission of PECO.  The Executive Director is responsible for the production of concert events, the administration of venues and rehearsals, communication and marketing of events, and accounting.  The Executive Director shall attend all board meetings, report of the progress of concerts, answer questions of the Board members, and carry out all other duties prescribed by the Board.

 

9.2              Artistic Director.  The Board shall appoint an Artistic Director to develop musical programs and events, and recommend the hiring of conductors for the choir and orchestra.

 

9.3              Development Director. The Board shall appoint a Development Director who shall be responsible for developing a plan each year to secure the funds necessary for the operation, continuation and/or expansion of the Corporation, including, but not limited to, obtaining donations and grants, as well as marketing the revenue-generating activities of the Corporation, which plans shall be presented to the Board of Directors for approval. The development director may be appointed as chair of the development committee.

 

9.4              Staff.  The Executive Director, Artistic Director, and Development Director may appoint or hire additional staff as needed to carry out their respective duties.

ARTICLE X.      CONTRACTS AND FISCAL PROCEDURES

10.1          Contracts.  The Board of Directors may authorize, in writing, any officer or officers, agent or agents, 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.

 

10.2          Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as shall be determined by the resolution of the Board of Directors.

 

10.3          Deposits.  All funds of the Corporation not otherwise employed shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may authorize.

ARTICLE XI.     GENERAL

11.1          Fiscal year.   The fiscal year of the Corporation shall commence on the 1st day of August and end on the 31st day of July of the following year.

 

11.2          Amendment of Bylaws.   The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of the Directors then in office at a meeting duly called, provided that the notice of the nature of change in the Bylaws to be proposed at such meeting shall have been given as prescribed in Section 7.3: Special meetings.  The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

 

11.3          Dissolution.  If the Corporation proves unable to carry out the purpose for which it was created, the Corporation shall be dissolved in accordance with law.  Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation to such organization or organizations, as the Board of Directors shall select, which are organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3).  If the Board of Directors proves unable to agree upon the disposition of the Corporation’s assets, all residual assets shall be surrendered to the Circuit Court in the county in which the Corporation’s principal office is located for disposition by the Court for the benefit of other organizations that are exempt under Section 501(c)(3).

 

11.4          Indemnification.  The Corporation may purchase and maintain insurance for the purpose of reimbursing and indemnifying any director, officer, agent, or employee against losses reasonably incurred by him or by her (including, without limitation, judgments, penalties, fines, settlements, and reasonable attorneys’ 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, employee, or agent of the Corporation.  To the extent that any director, officer, employee, or agent 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 by the individual director, officer, agent, or employee), the Corporation shall indemnify such director, officer, agent, or employee against such losses including reasonably incurred expenses pursuant to procedures consistent with Oregon state law.

 


CERTIFICATION

 

The undersigned Chairperson and Secretary certifies that these Bylaws were adopted by a majority of the directors in office at a duly held meeting on _________________, 2014.

 

________________________________

Keith Biggs, Acting Chairperson, Board of Directors

Portland Choir and Orchestra

 

Dated: __________________________

 

________________________________

Paula Flynn, Secretary, Board of Directors

Portland Choir and Orchestra

 

Dated: __________________________