Bylaws of the Chorus Division of the Virginia Choral Society, Inc.

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1 Bylaws of the Chorus Division of the Virginia Choral Society, Inc. ARTICLE I - NAME The name of the Chorus Division shall be the Chorus of the Virginia Choral Society, Inc., commonly called the Virginia Choral Society, hereinafter referred to as the Chorus. ARTICLE II - OBJECTIVE Section 1 Purpose. The objective of the Chorus shall be to promote and perform excellent choral works to the communities that are served by the Virginia Choral Society, Inc., (hereinafter referred to as the Corporation). Whereas the Chorus is a committee of the Corporation which operates under sec. 501c of the Internal Revenue Code pertaining to nonprofit organizations, no portion of the net proceeds of the Chorus shall inure to the profit of any member or individual but shall be applied exclusively for the benefit of the Corporation as a musical and cultural organization. Section 2 Compliance. The Articles of Incorporation of the Virginia Choral Society, Inc., as amended, and the Bylaws of the Corporation, as amended, shall be the legal basis for the operation of the Chorus. ARTICLE III - MEMBERSHIP Section 1 Members. The membership of the Chorus shall be open to people who love to sing but do not necessarily possess trained voices. The membership of the Chorus shall be admitted and current members retained, subject to an audition by the Artistic Director of the Chorus, without reference to sex, race, creed, national origin, physical handicap, age, or sexual orientation. A person shall, as a condition of membership in the Chorus, be bound in accordance with the Chorus Bylaws, The Corporate Bylaws, the Articles of Incorporation of the Virginia Choral Society, Inc., and the Rules and Regulations of the Chorus as formulated and published annually by the Chorus Council. Section 2 Dues. Annual dues for each Chorus member are established by the Chorus Council in consultation with the Board of Directors of the Corporation and shall be presented at the Annual Meeting of the Chorus. The schedule of dues payment shall be published at the beginning of each concert season. Section 3 Privileges. Singing in the Chorus is a privilege, and as such, may be forfeited upon failure of a member to abide by the Rules and Regulations of the Chorus as published annually. ARTICLE IV - OFFICERS Section 1 Elections. The elected Officers of the Chorus shall be a President, Vice President, Secretary, and Treasurer. The Officers shall be elected from the membership 1.

2 of the Chorus, and shall perform the duties prescribed by these Bylaws, and the Parliamentary Authority adopted by the Chorus. Officers of the Chorus shall not hold equivalent office on the Corporate Board. Election of officers shall take place at the Annual Meeting of the Chorus with full consideration being given the to slate of officers proposed by the Nominating Committee as well as any candidates nominated from the floor. Election may be by voice vote unless there is more than one candidate for an office, in which case voting shall be by paper ballot. Section 2 Terms. All elected Officers shall serve one year terms of office to begin on the first day of the month following election to that office. The office of President shall be limited to a total time in office of no more than 2 ½ consecutive years. Section 3 Vacancies. In the event of a vacancy in any elected office, the President shall, within thirty days, choose a replacement to serve out the remainder of the un-expired term. Any such replacement must be confirmed by simple majority vote of the Chorus Council at the next regularly scheduled Council meeting. ARTICLE V - DUTIES OF OFFICERS Section 1 President. The President shall preside at all meetings of the Chorus Council (see Article VII, section 4), shall be a member, ex-officio of all committees except the Nominating Committee, and shall perform all other duties pertaining to this office as prescribed by these Bylaws and the parliamentary authority adopted by the Chorus. The President shall be a member of the Board of Directors of the Corporation and, as such, shall represent the Chorus concerns to that board and likewise communicate the proceedings of the Corporate Board to the Council and, through them, to the Chorus. The President shall distribute or cause to be distributed, the monthly Treasurer s report of the Chorus to the Chorus Council and shall submit the report in writing to the Chorus at large. The President shall act as liaison when the Chorus is performing with another group. The President shall appoint committees and committee chairs as prescribed in Article VIII. Section 2 Vice President. The Vice President shall act as assistant to the President, and substitute, with full authority, in the absence of the President. The Vice President shall serve as the Stage Manager, in charge of all concert staging and serve as the Chairperson of the Stage Committee (see Article VIII, Section 2). Section 3 Secretary. The Secretary shall keep a record of all meetings of the Chorus Council and of those of the Chorus where business is transacted. The Secretary shall furnish a copy of the minutes of the previous Chorus Council meeting to each member of the Chorus Council prior to or at the next meeting of that group, shall notify members of the Chorus Council of meetings, shall conduct such correspondence as directed by the President and/or the Chorus council and shall produce and distribute periodic newsletters. The Secretary shall maintain the membership roster with assistance from the Treasurer, updating it as necessary, shall provide the roster to all Officers and Section Leaders and shall submit a list of participants in each concert to the Director of Marketing of the 2.

3 Corporation, or his/her designee, for publication in the program. The Secretary shall be responsible for publishing and distributing the Annual Handbook for members, which shall include the Bylaws, the Rules and Regulations of the Chorus, annual calendar of rehearsals and concerts, wardrobe requirements and membership roster. Said handbook shall be distributed as soon as possible after the opening of the season. Section 4 Treasurer. The Treasurer shall keep a written record of all financial transactions involving the Chorus and all monies received and disbursed. The Treasurer shall dispense all petty cash monies for the Chorus use and make regular reports at the meetings of the Chorus Council and at the Annual Meeting of the Chorus as well as on demand to the Chorus President or the Treasurer of the Corporation. The Treasurer shall act on behalf of the Corporation in the collection of all money for both payment of dues and the sale of music and, with the assistance of the Librarian, shall distribute music to the Chorus members. The Treasurer shall transfer all such money directly to the Treasurer of the Corporation as soon as is practicable but not later than 30 days after receipt. After an individual has met the conditions of membership, that is, a successful audition, acceptance of by-laws and Rules and Regulations of the Chorus, and payment of dues, the Treasurer shall notify the Secretary to include that individual on the membership roster. The Treasurer shall, with the assistance of the Chorus Council, prepare a Chorus budget for submission to the Board of Directors of the Corporation. Said budget shall be submitted, with an accounting of the past year s income and expenses, no later than March 30 th (of the current fiscal year). ARTICLE VI - MEETINGS Section 1 Regular. The Chorus shall meet for rehearsals one evening each week during the performance season, for additional rehearsals as called by the Artistic Director, as well as for concerts. Section 2 Annual. There shall be an Annual Meeting of the Chorus held following the last concert of each season at a time and location to be announced by the President. This meeting shall be for the purposes of electing Officers, receiving reports from the Officers, Committees, and of the Managing Director of the Corporation, including a financial statement of the corporation, and to conduct any other business that may arise. The Chorus members present and voting shall constitute a quorum. Section 3 Other Meetings. A Chorus Meeting may be called by the Chorus President, the Chorus Council, or any two elected Officers. Good faith attempts to notify all members of the Chorus shall be made prior to the meeting. ARTICLE VII - COUNCIL Section 1 Purpose. The purpose of the Council shall be to act on behalf of the Chorus in the internal affairs of the Chorus including the maintenance of discipline, to establish a 3.

4 budget for the chorus, and to assist the Artistic Director in promoting an atmosphere conducive to musical expression. Section 2 Membership. The elected Officers of the Chorus, Section Leaders, and Standing Committee Chairpersons including Librarian, Audition Coordinator, Wardrobe, and Hospitality shall constitute the Chorus Council. The immediate past President and the Artistic Director shall serve in a non-voting ex-officio capacity. Section 3 Eligibility. No Officer shall be eligible to hold more than one elected office at the same time. Each Council member shall only have one vote. Section 4 Meetings. The Chorus Council shall meet monthly, and, as required on the call of the Council President, or upon the request of any two members of the Council. A simple majority of the Chorus officers and section leaders shall constitute a quorum. Attendance at Council meetings is an expected duty of the Council members. Any elected Council member or Section Leader accruing three (3) consecutive or four (4) accumulated absences from regularly scheduled meetings in a twelve month period shall be removed from the Council. If that Council member is an elected officer of the Chorus that member shall, in addition, at that time, forfeit that office. Standing Rules for the Council and Chorus Rules and Regulations shall be formulated and established by the second meeting of the new fiscal year. ARTICLE VIII - COMMITTEES Section 1 Section Leaders. Section Leaders shall be appointed by and serve at the pleasure of the President. They shall be responsible for maintaining attendance records and discipline for their respective sections for all rehearsals and performances, and shall report this information to the Chorus Council at each monthly meeting or, upon request, to the President. There shall not be less than one Section Leader per voice part and may be, at the discretion of the President, one per divided section (e.g. first and second soprano) Section 2 Stage Committee. The Vice President shall act as Chairperson of the Stage Committee and may select additional Chorus members to serve on the committee on an ad hoc basis. The Stage Committee shall be responsible for the delivery, assembly, striking and return of equipment needed for rehearsals and concerts. Section 3 Librarian. The Librarian shall be appointed by and serve at the pleasure of the President. The Librarian shall issue and keep an inventory of all music and shall assist the Treasurer in the sale of music. Section 4 Wardrobe. The Wardrobe Committee shall be in charge of concert attire. The Chairperson of the Wardrobe Committee shall be appointed by and serve at the pleasure of the President and may select additional Chorus members to serve on the Committee. Section 5 Hospitality Committee. The Hospitality Committee shall be in charge of refreshments at the spring Annual Meeting, and for other events and meetings as directed 4.

5 by the Chorus Council. The Chairperson of the Hospitality Committee shall be appointed by and serve at the pleasure of the President and may select additional Chorus members to serve on the Committee. Section 6 Nominating Committee. A Nominating Committee of no less than one member from each vocal section of the Chorus shall be appointed by the President at least four weeks prior to the Annual Meeting. It shall be the duty of this Committee to nominate a candidate for each elected office to be filled at the Annual Meeting. No sitting Council member or candidate for elected office may serve on the Nominating Committee. Section 7 Auditions Committee. An Auditions Coordinator shall be appointed by and serve at the pleasure of the President and may select additional Chorus members to serve on the Committee. The Auditions Committee shall work closely with the Artistic Director to arrange the audition of new members, setting time and place for those auditions. The Auditions Coordinator shall keep a record of those who successfully complete their auditions and convey that information to the Treasurer to facilitate the collection of dues and to Section Leaders for their information. Section 8 Other Committees. Such other committees shall be appointed by the President, as the Chorus Council shall from time to time deem necessary, to carry out the work of the Chorus. ARTICLE IX - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order, Newly Revised, shall govern the Chorus in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws, or any special rules of order the Chorus may adopt. ARTICLE X - AMENDMENT OF BYLAWS These Bylaws may be amended at any meeting of the Chorus by a two-thirds vote of the members present, provided that the amendment has been submitted in writing to all Chorus Members at least fourteen days prior to the meeting at which such a vote is to take place. 5.

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