BYLAWS OF PORT TOWNSEND COMMUNITY ORCHESTRA (PDF version)
Amended 13 February 2016
Article I. PURPOSE
The Purpose of the Port Townsend Community Orchestra is to provide an opportunity for volunteer musicians of all ages and levels of experience to play music in a local orchestra under the direction of a professional conductor, presenting concert performances free to the public.
Article II. MEMBERSHIP
Section II.1 Qualifications
Membership in the orchestra is open to anyone of any age, race, sex, sexual orientation, religion, or national or ethnic origin who desires to play a musical instrument in the orchestra, provided space is available.
Section II.2 Member Responsibilities
Members are expected to attend weekly rehearsals during the concert season and to participate in the concerts given. Orchestra members are responsible to care for all music in music folders assigned to them. Fines for missing and damaged music shall be billed to the member of the assigned folder.
Section II.3 Dues
The Board of Directors may establish dues to players at any time if and when it determines that inadequate funds are available to properly run the orchestra. Dues for an individual member may be waived at the Board’s discretion.
Article III. BOARD OF DIRECTORS
Section III.1 Number
The number of Directors shall be no fewer than nine (9) and no more than thirteen (13). The number of Directors may be changed by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section III.2 Powers
The business and affairs of the orchestra shall be managed by the Board of Directors. The Board of Directors may adopt rules and regulations for the conduct of its meetings and the management of the orchestra as it may deem proper and which are not inconsistent with government statute, the Articles of Incorporation, or these Bylaws.
Section III.3 Election and Term of Office
The Directors shall be elected at each Annual Meeting, by members of the orchestra present at the meeting, to hold office until the next Annual Meeting and until their respective successors are elected. In the event of failure to hold an election of Directors at any Annual Meeting or failure to hold any Annual Meeting, the election may be held at a special meeting of the Directors called for that purpose.
Section III.4 Vacancies
Vacancies on the Board, and newly created Directorships resulting from any increase in the authorized number of Directors, shall be filled by the vote of a majority of the Directors then in office..
Section III.5 Resignations
A Director may resign at any time by giving verbal or written notice of his or her resignation to the President, Secretary, or Treasurer. The resignation shall be effective upon receipt of the notice by one of the above-named officers.
Section III.6 Committees
The Board of Directors, by resolution adopted by a majority of the Board, may designate from among its Directors an executive committee and one or more other committees. The authority of any such committee shall be limited to the purposes for which the committee is formed and the committee shall automatically be disbanded upon satisfaction of the committee’s purpose.. No committee shall have the authority of the Board of Directors to amend the Articles of Incorporation, adopt a plan of Merger or consolidation, or amend the Bylaws.
Section III.7 Compensation
Directors shall not receive any salaries for their services, but, by resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any Director from serving the orchestra in any other capacity and receiving compensation therefore.
Section III.8 Board Eligibility and Exclusions
Any person from the orchestra player membership or the wider community may serve on the Board. Board membership shall be open to any person regardless of age, race, sex, sexual orientation, religion, or national or ethnic origin.
Section III.9 Board Meeting Attendance
Board members are expected to attend Board meetings and participate in the governance of the orchestra.
Article IV. MEETINGS
Section IV.1 Annual Directors’ Meeting
The Annual Meeting shall be held at the beginning of one of the regularly scheduled orchestra rehearsals for thefinal concert of the Orchestra season, and at the normal venue for the orchestra’s rehearsals.
Section IV.2 Regular Meetings
Regular meetings for the transaction of business shall be at the place, day of the week and hour for the annual meeting, or such other place, day and time as may be fixed by resolution of the Board of Directors.
Section IV.3 Notice of Meetings
Notice of the time and place of all meetings of the Board of Directors shall be given by the President or Secretary by announcement at orchestra rehearsal, by telephone, mail or electronic communication, at least three days prior to the day on which the meeting is to be held.
Section IV.4 Quorum
Attendance by at least fifty percent plus one person of the current Directors, to include at least one Officer of the Board, represented in person or via electronic voice link, shall constitute a quorum for the transaction of business. Each Director shall be entitled to one vote.
Section IV.5 Action Without a Meeting
Any action taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action taken is signed by all of the Directors. Such consent shall have the same effect as a unanimous vote and shall be inserted in the Minutes book as if it were the Minutes of a Board meeting.
Section IV.6 Presumption of Assent
A Director who is present at a meeting of the Board of Directors at which action on any business matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent is entered in the Minutes of the meeting or unless the Director files a written dissent to such action with the person acting as Secretary of the meeting before its adjournment or within three calendar days thereafter.
Section IV.7 Removal
A Director may be removed, as an Officer or from the Board entire, for cause or any other reason, by a vote of two-thirds of the Directors.
Article V. OFFICERS
Section V.1 Officers
The officers of the corporation shall be a President, at least one Vice President, a Secretary, a Treasurer, and a Librarian, all of whom shall be elected by a simple majority vote of the Board of Directors and who shall hold office at the pleasure of the Board. Any two or more offices may be held by the same person, except the office of President. The officers shall be elected, at the annual meeting of the Board of Directors or any special meeting called for such purpose, from among the members of the Board of Directors.
Section V.2 President
The President shall be responsible for the general supervision, direction, and control of the business of the orchestra and the responsibility to see that the resolutions adopted by the Board of Directors are carried out. The President shall preside at meetings of the Board of Directors.
Section V.3 Vice President
In the absence or disability of the President, the Vice President shall have the powers and duties of the President. The Vice President shall have such other powers and duties as shall be assigned to him or her by the President or the Board of Directors.
Section V.4 Treasurer
The Treasurer shall have custody of the orchestra funds and shall keep full and accurate account of receipts and disbursements in books belonging to the orchestra. The Treasurer shall deposit all moneys and other valuables in the name of the orchestra in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the orchestra as directed by the Board of Directors. The Treasurer shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all transactions engaged in as Treasurer and of the financial condition of the orchestra. The Treasurer shall also perform such other duties as may be assigned by the Board of Directors. If required by the Board of Directors, the Treasurer shall give the orchestra a bond for the faithful discharge of his or her duties in such amount as the Board shall prescribe, such bond to be paid for by the Board.
Section V.5 Secretary
The Secretary shall give notice of all meetings on the Board of Directors and all other notice required by statute, the Articles, or these Bylaws. The Secretary shall record all of the proceedings of the meetings of the Board of Directors in a Minutes book. If the orchestra adopts a seal, the Secretary shall have custody of it and shall affix it to all orchestra documents. The Secretary shall also perform such other duties as may be assigned by the President or the Board of Directors.
Section V.6 Librarian
The Librarian shall have custody of the sheet music accumulated by the orchestra, concert programs, newspaper articles publicizing the orchestra and its members, and all other documents that the President or Board of Directors may require. The Librarian shall also perform such other duties as may be assigned by the President or the Board of Directors.
Article VI. STATUTORY REGISTERED OFFICE AND AGENT
Section VI.1 Registered Office and Agent
The address of the Registered Office of the orchestra shall be the residence street address of the current orchestra Board Treasurer. The Registered Agent of the orchestra shall be the current orchestra Board Treasurer. When a new Treasurer is elected the Washington State Secretary of State’s office shall be notified of the change in Registered Agent and address within 30 days of the election.
(Registered Office and Agent was changed from the Secretary to the Treasurer by the Board of Directors on March 30, 2004.)
Article VII. INDEMNIFICATION AND INSURANCE OF AGENTS
Section VII.1 Indemnification
To the full extent of the law, the orchestra shall indemnify any person who is a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, employee or other agent of the orchestra, against expenses (including attorneys’ fees), judgments, or fines, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the orchestra and he or she had no reasonable cause to believe his or her conduct was unlawful.
Section VII.2 Insurance
The Board of Directors may obtain insurance on behalf of any person who is or was a Director, employee, or other agent of the orchestra against any liability asserted against him or her in any such capacity.
Article VIII. MISCELLANEOUS
Section VIII.1 Amendment of Bylaws
These Bylaws may be amended or new Bylaws adopted by the vote of a majority of the orchestra membership present at any regular or special meeting of the Board, if notice of the proposed amendment is contained in the notice of the meeting. The Board of Directors shall not amend, repeal or adopt any Bylaw in such a manner as to affect the classifications, term of office, or compensation of the Directors. Minimum notice prior to voting on change?
Prior to voting to amend these Bylaws, notice of the meeting and the entire text of the existing Bylaws and proposed change(s) shall be communicated to the membership a minimum of fourteen days in advance.
Section VIII.2 Review of Bylaws
The Board shall review the Bylaws at least every three years.
Section VIII.3 Fiscal Year
The orchestra’s fiscal year shall be July 1 through June 30.
Section VIII.4 Corporate Seal
The orchestra may, at its option, have a seal.
Section VIII.5 Dissolution of Assets
In the event that the orchestra is dissolved or liquidated, the Board of Directors shall distribute the net assets of the orchestra to the Port Townsend School District, or other organization exempt from taxation under section 501(c)3 of the Internal Revenue Code.
CERTIFICATION OF ADOPTION
The foregoing are the duly adopted Bylaws of the Orchestra by the Board of Directors in service at the time of original adoption or amendment. These Bylaws supersede any prior Bylaws.
Original adoption: February 24, 1990
Dates of amendment:
- September 18, 1993
- July 8, 1995
- October 3, 1998
- March 30, 2004
- November 13, 2005
- November 11, 2006
- February 13, 2016
Accepted and adopted by the Board of Directors as of the last date above:
Karl Perry, President
Robert Nathan, Vice President
Dana Africa, Secretary
Robert Nathan, Treasurer pro-tem
Victoria Mansfield, Librarian
Nan Toby Tyrell