Rain
City Symphony
By-Laws
Approved
06-11-2006
Mission Statement and
History
The Rain City
Symphony (RCS) is a community orchestra located in North Seattle in the
Wedgwood neighborhood. The symphony, founded by Jo-Ann Christen, has existed
for more than 25 years. The ensemble is open to interested, committed
instrumentalists who enjoy the classical symphony literature. The mission of
the RCS is to nurture and promote the appreciation of music by providing
quality classical music performances in the Puget Sound region at little or no
charge to the audience. The RCS was incorporated as a Washington Non-Profit
Corporation in 2005 and was recognized as a Section 501(c)(3)
tax-exempt organization in 2005. The RCS is hereby governed by these by-laws.
By-Laws
Article 1: Name and
Location
The name of the
corporation is the Rain City Symphony. The principal office of the corporation
shall be located at the Wedgwood Community Church; but meetings of members or
officers may be held at such places within the state of Washington as may be
designated by the Board of Directors.
Article 2:
Definitions
2.1 “Symphony” shall mean and refer to
the Rain City Symphony, its successors and assigns.
2.2 “Properties” shall mean those
musical instruments, stands, chairs, music library, electronic musical
equipment and other material goods as may hereafter be purchased by the
Symphony and remain in the custody and control of the Symphony.
2.3 “Members” shall mean and refer to
those persons entitled to membership as provided in Article 5 below.
Article 3: Statement
of purpose
The RCS is organized
for the purpose of providing quality music performances for and on behalf of
the residents of the greater Seattle community; nurturing and promoting a
community appreciation of music; fostering and encouraging the lifelong
enjoyment of music performance for its members; developing and enhancing the
musical knowledge and skills of its members; and all other intents and purposes
set out in Section 501(c)(3) of the Internal Revenue
Service Code.
Article 4: Governing
Authority
The governance,
direction and policies of the RCS shall be vested in the elected officers and
Board of Directors.
Article 5: Membership
5.1 Eligibility – All persons who have
paid their quarterly membership dues and who attend rehearsals are eligible for
membership.
5.2 Voting rights – Members are
eligible to vote for officers and all items placed before the membership by the
Board of Directors.
Article 6: Board of
Directors
6.1 Number – The Board of Directors
consists solely of the elected officers of the Symphony.
6.2 Term of Office – All directors
shall serve for twelve (12) calendar months.
6.3 Multiple Offices – All Members may
hold more than one office.
6.4 Nomination – There must be a
nomination and a second for each proposed officer.
6.5 Election – Elections are held in
November for the January-December term.
6.6 Selection of a Chairperson – The
President shall serve as Chairperson for all meetings of the Board of
Directors. In his/her absence the Vice President, Secretary, or any other
officer present and able to do so, shall serve as Chairperson.
6.7 Regular Meetings – The Board of
Directors shall meet the third Wednesdays of the months September to April,
excepting December and May. The place
and time for these meetings shall be announced during regular meetings of the
membership. [In addition to the
regularly scheduled board meetings, there shall be a board meeting within a
week or two after the final spring concert†and
another board meeting a week or two prior to the first rehearsal in the Fall to be held at the home of the president or other board
member. Approved Jan. 16, 2008]
6.8 Special Meetings – Special
meetings may be called at any time by the President, Music Director, or other
Board member(s).
6.9 Quorum – A quorum shall consist of
at least 5 members of the Board of Directors.
6.10 Action Taken Without a Meeting – Any
action to be taken by the Board of Directors outside of a regular or special
meeting of the Board may be done by a Consent in Lieu of Meeting so long as 2/3
majority of the entire Board of Directors consent and all members of the Board
of Directors be contacted and their expressed approval or disapproval be
recorded.
Article 7: Powers and
Duties of Officers and Board of Directors
Executive Board
7.1 President – Responsible for
presiding over regular and special meetings of the Board of Directors,
establishing the agenda and communication for said meetings, managing the
Properties and business affairs of the organization, and acting as spokesperson
of the Symphony. The President may also perform the duties of Treasurer in the
event of his/her temporary absence.
7.2 Vice President – Responsible for
managing certain business and administrative affairs of the Symphony and taking
on additional responsibilities at the discretion of the President and the Board
of Directors. Responsible
for chairing the nominating committee and presentation of the slate of
officers. The Vice President may
also run meetings and make decisions, including signing checks, in the absence
of the President.
7.3 Secretary – Responsible for
recording, distributing and archiving Board minutes and for other
administrative duties as directed by the Board. Responsible for compiling and
maintaining official RCS files.
7.4 Treasurer – Responsible for carrying
out the fiduciary functions as directed by the Board. Maintain and administer
organizational funds as directed, report to the Board of Directors on all
matters regarding financial accounts and coordinate and act as Chairperson for
annual budget process, including drafting initial budget and maintaining budget
updates.
Committees
7.5 Librarian – Responsible for the
organization and administration of the music library, including the appropriate
administration of music at the discretion of the Music Director.
7.6 Membership Director/ Registrar –
Responsible for registration, maintaining roster and collecting membership
contact information and dues. Conducts the registration
process each quarter. Acts as a point of contact to
the public addressing membership inquiries.
7.7 Publicity and Marketing Coordinator
– Works with the President, Music Director and Board to promote the functions
and performances of the Symphony through brochures, advertising, concert
programs and tickets, the website and other media projects that arise. Acts as a point of contact to public.
7.8 Venue Coordinator – Responsible
for finding appropriate venues for Symphony performances and coordinating
performances for the Symphony. Responsible for booking locations,
and negotiating needs with the venue site. Responsible for
providing directions for performances.
7.9 Music Director/Conductor (Ex
Officio Board member) – Responsible for the selection of music for rehearsals
and performances and for conducting rehearsals and performances. The Music
Director has final authority as to whether a concert engagement is accepted.
The Music Director has authority to implement guidelines for all rehearsals and
performances and to maintain the professional standards and appearance of the
Symphony.
7.10 Board Members – Those Officers listed
in Paragraphs 7.1 through 7.8 shall be members of the Board of Directors with
the Music Director being a non-voting member. Board members are responsible for
establishing the direction, policy, and governance over the actions and
obligations of the Symphony and for hiring and setting the compensation of the
Music Director which they, in their discretion, may determine to be necessary
for the conduct of the Symphony’s business.
The Music Director is hired by the Board of Directors and is subject to
the terms and conditions established in the Music Director Agreement. The Music
Director may be removed by a two-third majority of the entire Board of
Directors voting for a removal at a regular or a special meeting or by other
means described in the Music Director Agreement.
Article 8: Section
Leaders
One member shall be
appointed leader from within each section of the Symphony. They may be selected
either by consensus of the section, or, if no consensus, by the Music Director.
The Section Leader shall be responsible for tuning and dispersing music to his
or her section, settling disputes, coordinating sectional rehearsals, and
making sure that all parts are covered for performances. Section Leaders do not
sit on the Board of Directors by virtue of being Section Leaders. Section
Leaders may serve an indefinite term at the discretion of the Music Director,
but may at any time relinquish their positions.
Article 9:
Limitations of Individual Officers and Members
No individual may
obligate, enter into contract or agreements, establish evidence of fiduciary
obligation, or represent an action or position on behalf of the Symphony,
without the direction of the Board of Directors as reflected in meeting
minutes. No individual officer, board member, or regular member shall have
authority to, or cause to establish expectations of indemnification on behalf
of the Symphony. The budget, which is
approved by October of the New Year, shall act as a guide of approved
expenditures that do not need to be re-approved for funding.
Article 10: Election
of Officers
The Officers shall be
elected on by the full membership in November for the term that runs
Jan-Dec. Replacement officers can be
named by the President and the Board during the year as needed, and will be
submitted to the full membership for approval at the next full meeting.
Article 11: Amendments
Amendments to this
document may be made under the following circumstances:
11.1 Amendments suggested by member(s) of the
Board of Directors and approved by a 2/3 majority of the Board must be ratified
by a 2/3 majority of the Members. The amendments shall take effect immediately.
11.2 Amendments suggested by the Members must be
submitted by two Members. The proposed amendment must be approved by a 2/3
majority of the Members. The amendments shall take effect immediately.