Rain City Symphony
Bylaws
Approved November 4, 2009
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 and recognized as a Section 501(c)(3)
tax-exempt organization in 2005. The RCS is hereby governed by the Articles of
Incorporation and these bylaws.
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.
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.
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.
The governance,
direction, and policies of the RCS shall be vested in the elected officers and
Board of Directors. Except
as provided by the Articles of Incorporation, these bylaws, or standing rules, Robert’s Rules of Order Newly Revised, 10th
Edition shall govern the affairs of the Symphony. The Board may adopt a subsequent or different
edition of Robert’s Rules by adoption
of a standing rule.
5.1 Eligibility – All persons who have
paid their quarterly membership dues and who attend rehearsals are
members.
5.2 Voting rights – Members may vote
for officers and all items placed before the membership by the 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 the calendar year.
6.3 Multiple Offices – With the
exception that no member of the executive board (President, Vice President,
Secretary, and Treasurer) may hold another position on the executive board,
members may hold more than one office. Members
holding more than one position are entitled to only one vote at Board meetings.
6.4 Election – The Officers shall be
elected at a meeting of the Symphony in November for the term that runs the
following calendar year.
6.5 Replacement
– Replacement officers can be named by the President and the Board during the
year as needed, and must be submitted to the full membership for approval at
the next membership meeting.
6.6 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 on a regular basis as needed to conduct the affairs of the
Symphony. The place and time for these
meetings shall be set by the board and posted on the web site.
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
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. The Secretary shall note and
record in the minutes any such actions at the next Board meeting.
6.11 Eligibility
– Officers of the Symphony must be members of the Symphony.
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.
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.
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.
The Officers shall
be elected 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.
Amendments to this
document may be made under the following circumstances:
10.1 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.
10.2 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.
10.3 The proposer(s) of by-law changes shall give
notice of the proposed changes to the Secretary in sufficient time for the
Secretary to arrange for notice by email and posting on the website of the
proposed changes at least seven days in advance of voting.
10.4 Except as otherwise provided for in the
amendment, amendments shall take effect immediately.
The board may adopt such standing rules as it deems necessary to conduct the business and operations of the Symphony on an ongoing basis. Standing rules may not conflict with the Articles of Incorporation or these bylaws. The Secretary shall arrange for standing rules to be posted on the website.