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|Section 1:||The name of the corporation shall be “Chatham Chorale, Inc.”|
|Section 2:||The principal office of the corporation shall be at Post Office 1111, West Dennis, Massachusetts 02670.|
|Section 3:||The corporate seal shall consist of a circular die bearing the name of the corporation, the year of incorporation, and such other device or inscription as the Board of Directors shall determine. The form of the seal may be changed by unanimous vote of the Board of Directors.|
The purposes of the corporation shall be to promote, study, rehearse, and perform all kinds of musical works, particularly choral music; to promote, sponsor, and engage in all kinds of musical performances with other musical organizations, particularly choral music; to provide financial assistance for students who are studying voice at recognized educational institutions, and to participate in activities which will increase the knowledge and appreciation of choral music; to buy, sell, mortgage, pledge, and otherwise deal in real and personal property, but only as incidental to the foregoing for purposes not inconsistent with Chapter 180 and with Section 501 (C) (3) of the Internal Revenue Code; and to do all things necessary to carry out the foregoing purposes and for the pursuit of musical and artistic purposes. No profit shall inure to the benefit of an officer, director, or member of the corporation.
All persons who support the purposes of the corporation and who have paid annual membership dues shall be members thereof, and at every meeting of the members shall be entitled to one vote in person upon every subject properly submitted to vote.
Classes of membership, numbers, qualifications, rights, privileges, and dues may be fixed from time to time by the Board of Directors at its discretion.
|Section 1:||Composition, Size and Duties
The business, property, and affairs of the corporation shall be managed by a Board of Directors of not less than nine (9) nor more than fifteen (15), as shall be determined by the Board of Directors, all of whom shall be members of this corporation and one of whom shall be the Music Director.
|Section 2:||Term of Office|
Each director shall hold office for the term of two (2) years and until a successor is elected and qualified, except that at the election of directors at the first annual meeting one-half (1/2) of them shall be elected for the term of one (1) year. Directors shall not serve in excess of four consecutive terms or eight (8) consecutive years. Terms separated by twenty-four (24) or more consecutive calendar months shall not be considered consecutive terms.
|Section 3a:||Resignation and Removal|
Any Director may resign by filing a letter of resignation with the Clerk. Any Director may be removed from office at any time with or without cause by a majority vote of the Directors at a special meeting called for that purpose. A Director may be removed only after reasonable notice and an opportunity to be heard.
Any vacancy in the Board of Directors shall be filled by the remaining Directors, and the person so elected shall serve until the end of the unexpired term.
|Section 1:||The annual meeting of the members shall be held at such place in the Commonwealth of Massachusetts, between the last concert and the end of June, for the election of a Board of Directors and the transaction of such other business as may come before it.|
|Section 2:||The call of the annual meeting shall be given to each member by the Clerk at least fourteen (14) days before the date of the meeting, stating the date, time, place, and purpose thereof, by one or more of the following methods: (1) written notice mailed to each member’s address as it appears in the corporation’s records; (2) telephone calls using numbers appearing in the corporation’s records; (3) e-mail messages using addresses appearing in the corporation’s records; (4) oral announcement at a rehearsal.|
|Section 3:||Special meetings of the members may be called by the President or by a majority of the directors, and notice thereof shall be given by the Clerk, upon the application of the President or said majority of directors, in the same manner as required in Section 2 of Article V.|
|Section 4.||The Board of Directors shall meet at its pleasure, but at least once each year, and shall meet at the call of the President. Notice of meetings of the Board may be given in any reasonable manner.|
|Section 1:||Presence in person of twenty-five (25) members shall constitute a quorum at any meeting of the members. Any number of members may adjourn any meeting to a subsequent date.|
|Section 2:||At any meeting of the Board of Directors a majority of the members thereof shall constitute a quorum.|
|Section 1:||The President shall be the President-Elect of the previous term and shall be the chief executive officer of the corporation. The President shall serve for a term of two (2) years and shall preside over all meetings of the Board of Directors and of the members, have general and active management of the business of the corporation, and see that all orders and resolutions of the Board are carried into effect.|
|Section 1a:||The President-Elect shall be elected by and from the Board of Directors, and shall automatically succeed the President at the end of the President’s term. The President-Elect shall preside over meetings in the absence of the President, and shall otherwise assist the President in the execution of the President’s duties as established in Section 1 of Article VII.|
|Section 2:||The Treasurer shall be elected by and from the membership of the Board of Directors, shall have custody of all corporate funds and securities, and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all moneys, securities, and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall disburse to the Board at regular meetings, and whenever requested by the Board, an account of all Treasurer’s transactions and the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall deliver to the President and shall keep in force a bond in form, amount, and condition of surety satisfactory to the Board.|
|Section 3:||The Clerk shall be elected by and from the membership of the Board of Directors, shall attend all meetings of the members and of the Board of Directors, and shall preserve in the books of the corporation true and accurate minutes of the proceedings therein. The Clerk shall keep custody of the seal of the corporation, and shall have authority to affix the same to all instruments where its use is required. The Clerk shall give all notices required by Statute, Bylaws, or resolution, and shall perform such other duties as may be delegated by the Board of Directors.|
|Section 4:||The Music Director shall be elected by the Board of Directors to serve such term as the Board shall determine, and at a salary to be set by the Board from time to time. The Music Director shall be responsible for all musical activities of the corporation, and such other duties as may be assigned by the Board from time to time.|
|Section 5:||The Board of Directors may elect, appoint, or employ, at any time and from time to time, Vice Presidents, Assistant Treasurers, Secretaries, Business Managers, Librarians, Production Managers, and such other officers and agents as it deems necessary, and shall assign to them such duties for such periods of time as it shall determine, and may also determine whether to pay compensation for their services, and if so, the amount thereof.|
The President shall appoint a Nominating Committee of five (5) members in March each year, designating the Chair thereof, which shall submit to the annual meeting a list of nominees to fill the expiring terms of directors.
The Board of Directors may in its discretion determine, at the beginning of each concert rehearsal period, the fee to be charged members who apply to sing in such concert. Such charge is to be based on the cost of the music and any other relevant costs. Each member, upon payment of such charge, shall thereupon receive, on loan, the music for such concert period.
The fiscal year of the corporation shall be from July 1 to June 30.
The Board of Directors may accept unconditional and unrestricted gifts and donations to the corporation. Gifts which are subject to conditions and restrictions may be accepted only by vote of the members at the annual meeting or at a special meeting.
These bylaws may be altered, amended, changed, added to, or repealed by a majority vote of the members present at a duly called meeting of the members, provided that written notice of the proposed alteration, amendment, change, addition or repeal is included in the notice of the meeting.
Wherever the personal pronoun of the masculine gender is used in these Bylaws, it shall be construed and interpreted to include the personal pronoun of the feminine gender.
If the corporation be dissolved, any assets thereof remaining after winding up its affairs shall be donated to a similar non-profit corporation which is organized under Massachusetts Law and which is tax-exempt under Section 501 (C) (3) of the Internal Revenue Code of 1954 to be determined by the Board of Directors.