CAPPELLA CANTORUM, INC.

BYLAWS

2005

Article I

TITLE AND PURPOSE

Section 1

This organization shall be known as Cappella Cantorum, Inc., and shall be operated under the laws of the State of Connecticut and the Federal Government as a non-profit artistic, musical and educational group.

Section 2

The purpose of this organization shall be to provide the residents of the area with the opportunity to sing in a mixed non-auditioned chorus and to promote greater interest in choral music.

Article II

MEMBERSHIP

Section 1

Membership in the organization shall consist of those persons who are chorus members in good standing.  To become a member and applicant must meet any specific membership requirements established by the Board of Directors.  A chorus member in good standing is a person whose dues are paid and current, and who is in compliance with membership and attendance policies as established by the Board of Directors.

Section 2

Because this organization is essentially a performing group, and because musical proficiency is a necessary requirement of any singing member, it is expected that all members will attend all scheduled and special rehearsals for a forthcoming concert in compliance with the attendance policy established by the Board of Directors. Chorus members who fail to meet these attendance requirements for a forthcoming concert shall be identified by the Membership Chairman and their names reported to the Board.

Section 3

The Board of Directors shall be empowered to expel from the organization any member who shall cease to be a chorus member in good standing.

Section 4

Voting privileges at business meetings shall be limited to members as defined above.

Section 5

No membership requirement shall ever be made to bar applicants from membership in this organization by reason of race, religion, national origin, political affiliation, or sexual orientation.  The sole criterion shall be the value of the individual to the performing group.

Section 6

For practical and artistic reasons, and in order to maintain proper choral balance, the Board of Directors in its discretion may limit the number of chorus members at any time, or from time to time.  This limit, however, shall in no way affect the status of any member then in good standing.  Soloists and participants in small performing groups may be selected from the singing membership by the Music Director, assisted by the Music Committee of the Board of Directors.  If paid soloists are to be employed, they may be selected by the Music Director and the Music Committee, subject to the approval of the Board of Directors as to appropriate compensation.

Article III

BOARD OF DIRECTORS

Section 1

The business, property and affairs of the organization shall be managed and controlled by a Board of Directors duly elected by the membership. The Board of Directors is charged with the general management of the organization, including by not limited to the establishment of general policy and the amount of annual dues, the approval of program content, the authorization of budgets, and the formulation of employment policies and procedures concerning the services of the Music Director, an Assistant Music Director, accompanists, soloists, or any other persons performing service on behalf of the organization.

Section 2

The Board of Directors is empowered to authorize the creation of special performing groups of chorus members, selected as provided in Article II, Section 6 of these Bylaws.  The Board shall authorize arrangements for all concerts, private and public.

Section 3

The Board of Directors shall consist of at least twelve (12) directors, divided into two classes of six directors each, so that the terms of the directors on one class only shall expire each year and the terms of office of their successors shall be two years, and until their successors shall have been elected and have accepted their offices. The Board shall have the power to fill vacancies in its membership that occur, in any class, by appointment of a person to complete the unexpired term, provided, however, that at no time shall the Board of Directors include more than two Directors who are not chorus members, and provided further that a Director who is not a chorus member shall not serve as an officer of the organization.  A board member may be excused from singing for no more than one semester per year.  Attendance at board meetings is still expected.  Excessive absences may result in disciplinary actions by the board.

Section 4

A Director’s term of office shall be two years, commencing on the first day of July of the year in which his or her class is elected to take office.  A person shall not serve on the Board of Directors for more than three successive terms, except that (1) a person selected to fill out an unexpired term for a period of one year or less shall be eligible to be elected to three subsequent full terms, and (2) a member whose service on the Board was interrupted, for good and reasonable cause shown, may be reinstated for a full term at the discretion of the Board.

Section 5

Nine (9) members of the Board, including officers and directors, shall be a quorum for the transaction of business and the act of the majority of the quorum shall be the act of the Board of Directors.

Section 6

The Board shall set its own schedule of meetings.  It shall also meet upon the call of the President.  The President shall call a meeting within ten days if so requested by one-third of the Board members.  Written notice of the time and place of each Board meeting shall be given to each Board member personally or by mail, or by email, at least one week prior to the date affixed therefore.

Section 7

The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer, which shall act fully on behalf of the organization in all matters when the Board of Directors is not in session, reporting to the Board for ratification of its action at any regular Board meeting.  The Directors may also appoint other committees, with such duties as the Board may deem necessary, from their own members or from the membership of the organization, that the chairperson(s) of such committees shall be incumbent Directors.  In addition to the Music Committee and the Membership Committee, the subjects of such Board committees may include (but are not limited to) sponsorship, publicity, hospitality, finance and budget, and bylaws or rules.

Section 8

The Board each year shall appoint at least three persons from the general membership to serve as a Nominating Committee to nominate candidates for the class of Directors to be elected for the ensuing year.  The members of the Nominating Committee shall select their own Chairperson.  The Nominating Committee shall present its slate of Board nominees to the membership no later than three weeks in advance of each annual meeting.  Nominations to the Board may also be made from the floor at the time of the annual meeting.

Section 9

An Officer or a Director may be removed from the Board by a two-thirds vote of the entire Board.

Article IV

OFFICERS

Section 1

The officers of the organization and of the Board of Directors shall be the President (also serving as Chairman of the Board), a Vice President, the Secretary, and the Treasurer, who shall be Directors who are designated for those positions by the Nominating Committee and elected by the membership at the time when elections to the Board are conducted.

Section 2

The term of office of the President, Vice President, Secretary and Treasurer shall be two years, commencing on the 1st day of July after the annual meeting at which each was elected, and until their respective successors are chosen.  All officers may be reelected for a second two year term.

Section 3

The duties of the Officers shall be as follows:

1. The President and Chairman of the Board shall preside at all membership and Board meetings, exercise general supervision over the organization’s affairs, and perform the duties generally incident to his or her office.
2. The Vice President, hi the absence of the President, shall discharge the President’s duties, and at other times shall assist the President in his or her duties, as he or she shall request, perform such other duties as the President shall assign.
3. The Secretary shall keep minutes of all meetings of the Board and of the Membership, and shall conduct correspondence under the supervision of the Board of Directors, including but not limited to timely circulation of minutes of Board meetings and issuance of all notices herein required to be sent In the absence of the President and Vice President, the Secretary shall discharge the President’s duties.
4. The Treasurer shall have charge of the funds of the organization, shall deposit all monies received from any source in such bank or trust company as may be designated by the Board of Directors, and shall keep full and accurate accounts thereof. He shall render a full report whenever required by the Board of Directors. His books and accounts shall be at all times open to the Board of Directors and to such persons as the Board may designate to inspect the same. The funds of the organization shall not be distributed except upon the written order of the Treasurer or such other office or agent as the Board of Directors may from time to time designate.

Article V

BUSINESS PROCEDURE

Section 1

The fiscal year of the organization shal1 be from July 1 to June 30 of each year.  Prior to July 1, the outgoing officers shall turn over to their successors all records, funds, properties, and books properly belonging to the organization.

Section 2

An annual meeting of the membership shall be held no later than April 15 each year, for the purpose of conducting elections and such other business as may be necessary and receiving reports from the Board of Directors. The date and time of the meeting shall be announced to all members at each of the three rehearsals prior to the meeting.

Section 3

Business may be conducted at any regularly scheduled rehearsal.  A special business meeting of the membership may be called at the direction of the President.

Section 4

For all business meetings, twenty percent (20%) of the total membership shall constitute a quorum. Roberts Rules of Order shall constitute the Parliamentary Authority of the organization.

Section 5

The Board may contract for any services it deems necessary.  The contract agreement shall not render the contractor an employee, partner, agent of, or joint venturer with the corporation for any purpose.  The contractor is and will remain an independent contractor in [his or her] relationship to the corporation.  The corporation shall not be responsible for withholding taxes with respect to the contractor’s compensation hereunder.  The contractor shall have no claim against the corporation hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.  The term of the contract agreement shall not exceed one year.

Article VI

MUSIC DIRECTOR

Section 1

A Music Director shall be contracted by the Board to supervise all of the organization’s musical presentations and rehearsals.  He or she shall be responsible for submitting recommendations for musical program, for consideration and approval by the Board, together with budget figures for such programs. The Music Director shall direct the choral activity of the group and shall be compensated in such manner as the Board shall determine.  The Music Director shall attend all meetings of the Board and may participate in all discussions but shall not vote.

Section 2

The Music Director, with the approval of the Board, may recommend an Assistant Music Director and/or accompanist(s) who shall be contracted by the Board.  The compensation of the Assistant Music Director and/or the accompanist shall be set by the Board.

Section 3

The Music Director, as a hired contractor, shall be evaluated by the Board at mid semester and at the end of the semester, and evaluated by the general membership at the end of each semester.  A tabulation and report of findings shall be presented to each contractor and subsequently to the Board at the next regularly scheduled meeting of the Board.  These reports shall be taken into consideration and given appropriate weight in the contract renewal process.  The Music Director shall have a one year contract that may be renewed by the Board.  If a contract is not renewed, requests for proposals shall be publicized in the appropriate media.  The Board members of the Music Committee shall review and evaluate all proposals received and shall make a recommendation to the Board of Directors.

Article VII

MANAGERS AND ACCOUNTS

Section 1

In its discretion, the Board may employ a Business Manager to assist the Board and its committees in the conduct of the activities of the organization.  The duties and compensation of the Business Manager shall be set by the Board.

Notwithstanding any provision of this document, the corporation shall not carry on any other activities not permitted to be carried on

a)     by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code, or

b)    by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

Adopted:

September 18, 1972

Amended:

March 23,1992

March 14,1993

March 11,1996

February 22, 1999 (Article V, Section 2)

August 22, 2005