Bylaws of the
Rain City Symphony
Incorporated in the State of Washington as a non-profit organization, Rain City Symphony (RCS) is a community orchestra located in the Wedgwood neighborhood of North Seattle. Founded by Jo-Ann Christen, RCS has existed for more than 25 years. The mission of RCS is to nurture and promote the appreciation of music by providing quality classical music performances in the Puget Sound region at no charge to the audience.
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.
We normally rehearse on Wednesdays from the beginning of September to the beginning of June. There is normally a preview concert and a final concert during each of those three calendar quarters.
Membership in the Symphony is open to interested, committed instrumentalists who seek to prepare and perform the classical symphony literature. Persons who attend rehearsals and who are current in their dues are members. The Board of Directors has the final determination of who is a member.
The officers of the Symphony are a President, a Vice-President, a Secretary, a Treasurer, five additional directors, and a Music Director. With the exception of the Music Director, the directors are elected from and by the members. The nine elected directors select the President, Vice-President, Secretary, and Treasurer from amongst themselves. The officers perform the duties prescribed by the Articles of Incorporation, these bylaws, and the parliamentary authority adopted by the Symphony.
At the beginning of Fall Quarter, the Vice-President forms, with consultation from the board and members, a Nominating Committee to nominate candidates for the director positions to be filled at the annual meeting in November. The Nominating Committee reports its nominees to the membership before the annual meeting. At the annual meeting, nominations from the floor together with the committee’s nominations form the slate of directors for the membership to vote on.
If there are more nominations than positions to fill, election is by written ballot. Each member votes for up to the number of positions to fill. Nominees with the most votes become directors. If the number of nominees equals the number of positions to fill, the members may vote by voice to elect them all.
The elected directors serve starting at the beginning of the following calendar year. The normal term of office for elected directors is two-years or until their successors are elected. However, no more than five directors may be elected to two-year terms at the annual meeting. The remainder of the directors elected shall be for one-year terms. Should there be more nominees than positions to fill (so that there is an actual vote), the directors with the most number of votes get the two-year terms. Otherwise the determination of who gets the two-year terms is by mutual agreement or by lot.
Although the Symphony meets weekly for much of the year, the primary purpose of meeting is to play music together and prepare for performance. Therefore the Board of Directors conducts most of the business of the Symphony and insofar as possible communicates business matters with the Symphony members through email and brief announcements.
The Annual Meeting occurs during a regular rehearsal in November. The order of business is the election of directors plus any other business the directors may choose to bring to the membership.
The directors may call special meetings to deal with required business as needed. Unless impractical, special meetings shall be during a rehearsal.
Half of the members of the Symphony constitute a forum.
The elected directors of the Symphony and the Music Director constitute the Board of Directors.
The Board is 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.
Besides the specific responsibilities of the Executive Officers, the board shall distribute specific responsibilities and positions amongst itself and the members as it sees fit. The positions likely to be needed are: Librarian, Registrar, Publicity and Marketing, Venue Coordination, Webmaster, Development, Facilities, Social Chair, and Section Leaders.
At its first meeting after the annual meeting, the directors shall elect the executive officers (President, Vice-President, Secretary, and Treasurer) from amongst themselves to serve a one-year term or until their successors are elected. If the meeting takes place before the new year, the newly elected directors shall attend and only those directors continuing into the next year can vote.
The President presides over regular and special meetings of the Board of Directors, establishes the agenda and communication for said meetings, manages the Properties and business affairs of the organization, and acts as spokesperson of the Symphony.
In the absence of the President, the Vice-President performs the duties of the President. In addition, the Vice-President chairs the Nominating Committee and presents the slate of directors at the Annual Meeting.
The Secretary records, distributes, and archives Board and member meeting minutes as well as compiles and maintains official RCS files.
The Treasurer carries out the fiduciary functions of the Symphony, maintains and administers organizational funds as directed, reports to the Board of Directors on all matters regarding financial accounts, and coordinates and acts as Chairperson for the annual budget process, including drafting the initial budget and maintaining budget updates.
No director may hold more than one executive officer position.
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-thirds 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. The Music Director is 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.
The Music Director is ex officio member of the Board of Directors – but has no vote.
Replacement directors 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.
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.
Special meetings may be called at any time by the President, Music Director, or other Board member(s).
A quorum shall consist of five members of the Board of Directors. The Music Director has no vote and does not count towards the quorum.
Any action to be taken by the Board of Directors outside of a regular or special meeting of the Board may be done by consent in lieu of meeting so long as two-thirds majority of the voting directors consent and all members of the Board of Directors be contacted and their expressed approval or disapproval recorded. An example of this is email or phone. The Secretary shall note and record in the minutes any such actions at the next Board meeting.
The governance, direction, and policies of 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.
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 shall act as a guide of approved expenditures that do not need to be re-approved for funding.
Amendments suggested by member(s) of the Board of Directors and approved by a two-thirds majority of the Board must be ratified by a two-thirds majority of the Members.
Amendments suggested by the Members must be submitted by two Members. The proposed amendment must be approved by a two-thirds majority of the Members.
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.
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.
Adopted at a special meeting of the membership October 5, 2011.