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BYLAWS Columbus
Chamber Music Society (CCMS) Adopted by the membership on May 21, 2002, Article I: Statements of Mission and Vision
Section 1. Introduction. The CCMS is an independent, entirely
volunteer based, not-for-profit organization
incorporated in the State of Ohio. These bylaws are adopted by the CCMS Board of
Trustees, and confirmed by the members of the Society, to establish the
organizational rules and structure of the CCMS.
Section 2. Statement of Mission of
the CCMS. The mission of the Columbus Chamber Music Society is to present
chamber music of high artistic quality, both established groups and new
ensembles of promise, to audiences of the greater Columbus area and to promote
the advancement, awareness, and appreciation of a diversity of chamber music
among its members and the general public. Article II: Principal Addresses The principal mailing address of the CCMS shall be P.O.Box 14445,
Columbus, Ohio 43214. The archives of the organization are maintained at the
address of the Secretary. Article III: Membership and Membership Year
Section 1. Open Membership. Membership in the CCMS shall be open to all
persons who support the Statement of Mission of the Society and who have paid
the annual membership dues. Section 2. Membership Year. The
membership year of the CCMS shall run from the date of enrollment, although the
membership year may be changed from time to time by a vote of the Board of
Trustees, in order to maximize the opportunity for the CCMS to recruit new
members and plan events in preparation for and centered on the CCMS
performances. The membership year need not be the same as the fiscal year (see
Article VI, Section 2 below) or the officer year (see Article IV, Section 3
below). Section 3. Membership Dues and
Categories. Annual membership dues for the CCMS shall be established
in such categories and in such amounts as may be determined by the membership
from time to time. The membership dues for the basic membership category shall
be kept at a level designed to encourage the broadest possible membership while
providing modest funds towards the CCMS anticipated annual budget. Other
categories of membership and different levels of membership dues may be proposed
by the Board of Trustees,
but all members in every membership category shall be entitled to an
equal vote in all matters affecting the CCMS. Section 4. Membership Meetings. The annual meeting of the members of the CCMS shall be
held during May of each year. At the annual meeting, the members shall elect the
members of the Board of Trustees and the officers for the next membership year
(as provided in more detail below), approve the budget for the next fiscal year
(which shall be subject to modification by the Board of Trustees as
circumstances dictate) and transact such other business as may come before the
members. The Board of Trustees or the Executive Committee may also call a
special meeting of the members at any time, for any purpose stated in the notice
for the special meeting (see Section 5 below). Section 5. Notice of Meetings. The date, time and place of the annual meeting and the calling of any
special meeting shall be the subject of a written notice to all of the members
of the CCMS at the last mailing address designated by such members, not less
than twenty days prior to the date of the meeting. Any notice of a special
meeting must state the purpose(s) of the special meeting. This notice may, but
need not necessarily, be placed in the CCMS newsletters and on the CCMS Web
site. Section 6. Place of Meetings.
Meetings shall be held at such places, within the metropolitan Columbus area, as
the Board of Trustees may determine (or, in the case of special meetings, the
place determined by the person(s) calling the special meeting). Meeting places
and times shall be selected so as to make the meetings accessible to the widest
possible number of members, and no meeting selected for an unusual and
inconvenient place or time shall be considered a valid meeting for the
transaction of business. Section 7. Voting. Each
member of the CCMS shall be entitled to one vote, regardless of membership
category. A member may vote either in person or by written proxy signed by the
member and delivered to the Secretary at or prior to the meeting. The Secretary
shall be the sole judge of the acceptability of any proxy. The Secretary’s
decision shall be final. Section 8. Quorum and Majority
Vote. The members present at any duly announced meeting
, either in person or by proxy, shall constitute a quorum. No meeting shall be
held and no votes shall be taken (or, if taken, no such votes shall be valid)
where the majority of the votes would be by proxy. All decisions shall be made
by a majority vote of the members present in person or by proxy. Article IV: Trustees
Section 1. Board of Trustees. The business and affairs of the CCMS shall be
managed by a Board of Trustees consisting of not fewer than nine and not more
than 21 persons. The Board shall determine the exact number of positions on the
Board of Trustees from time to time. Trustees shall serve without compensation
of any kind, but may at the discretion of the Board be reimbursed for reasonable
actual out-of-pocket expenses, not to include the expenses of travel to and from
the Board meetings. Each member of the Board of Trustees shall serve on at least
one committee. Section 2. Qualifications.
Any member in good standing of the CCMS shall be eligible to serve on the Board
of Trustees. Failure to attend three or more consecutive meetings of the Board
or it's Committees without excuse (the President shall be the sole judge of
excuses), or failure to pay dues and continue as a member of the CCMS in good
standing, are causes for disqualification.
Any vacancy created by such disqualifications shall be filled in the same manner
as a vacancy created by death, resignation or incapacity (see Sections 4 , 5 and
7 below). Section 3. Officer Year.
The terms of service for members of the Board of Trustees and the officers of
the CCMS shall be based on upon an officer year, which shall be from July 1
through June 30 of the following year (except that if the annual meeting for
some special reason is not held until later than June 30 of any year, the prior
members of the Board and officers shall continue to serve through the annual
meeting). Section 4. Term of Office.
Each member of the Board of Trustees shall serve for a term of three officer
years. Membership terms shall be staggered so that the terms of approximately
one-third of the members of the Board of Trustees shall expire each officer
year. In the event a member of the Board resigns, dies or becomes incapacitated
to the extent that such person cannot serve (in the judgment of the President),
then the Board shall select another person to complete that member's term. Section 5. Nominations and
Elections. The President of the CCMS shall appoint a Nominating
Committee in March of each year. The Nominating Committee shall consist of not
fewer than three or more than five members, at least two of whom shall be
current members of the Board. Generally, the immediate past President shall
serve as the Chair of the Committee. The current President shall not be a member
of the Committee. No member of the Nominating Committee shall serve for more
than three consecutive officer years. The Committee shall nominate a slate of
candidates for positions on the Board that are to come up for election at the
next annual membership meeting. The Nominating Committee shall obtain each
proposed candidate’s consent to his or her nomination. The Nominating
Committee’s slate shall be submitted to the Board of Trustees for
recommendation at the Board 's April or May meeting. The members of the Board
shall then be elected at the next annual meeting. Election shall be by majority
vote. Nominations from the floor will be permitted, but only with the prior
consent of the candidate. Trustees shall be permitted to succeed themselves upon
expiration of their terms. There are no limits to the number of terms Trustees
may serve. Section 6. Resignation.
A Trustee may resign at any time by written notice to the President. Section 7. Increase in Number
on Board of Trustees. If the Board wishes to increase the number of
positions on the Board, the additional positions may be filled by the Board on a
temporary basis, but must be ratified by the membership at the next annual
meeting. Section 8. Meetings. The
Board shall meet monthly unless otherwise determined by the President. Meetings
shall be at such times and places in the greater Columbus area as the President
may determine, but shall be designed to make possible the attendance of the
greatest possible number of the Board members. Special meetings may be held upon
not less than ten days prior notice (which may be written, telephonic, by e-mail
or other means reasonably calculated for actual receipt by the Board members).
No purpose of a meeting is required to be given, and any items of business to
come before the Board may be transacted at any regularly scheduled or duly
announced meeting. Section 9. Voting.
Each member of the Board shall be entitled to one vote. No proxies shall be
permitted.
Section 10. Quorum and Majority Vote. A quorum for a Board meeting
shall be the majority of the members of the Board. All decisions shall be
made by a majority vote of those present, unless otherwise specified herein. The
President shall vote only in the case of a tie.
Section 11. Committees. In
addition to a Nominating Committee and an Executive Committee the Board shall
have committees as needed. The Committees are coordinated by the Board, and
shall have the power to make such decisions or take such actions as the Board
may authorize. The Chair of a Committee is appointed by the President and
confirmed by the Board. Committee Members are recruited and appointed by the
Committee Chair. The Committees may have members who are neither trustees nor
CCMS members. Article V: Officers
Section 1. President. The President shall be the chief operating officer of
CCMS. The President shall preside at all meetings of the Board of Trustees and
Executive Committee, shall have general and active management of the business
and affairs of the CCMS, and shall see that all decisions and resolutions of the
Board and Executive Committee are carried into effect. He or she will give
notices for all Board meetings. The President shall perform all other tasks that
the Board or Executive Committee may specify, or as set forth in these Bylaws.
Section 2. Immediate Past
President. The Immediate Past President shall be the president who most
recently vacated that office. The Immediate Past President shall serve as a
consultant to the President and shall generally have the right to make his or
her opinions known and to be a curmudgeon at large. He or she will chair the
Nominating Committee, provided that he or she is still a member of the Board.
Section 3. Vice-President. The
Vice-President shall act as the President whenever the President is not present
or is unable to perform any of the President’s duties, and shall perform such
tasks as may be assigned by the President, Executive Committee or the Board of
Trustees. Section 4. Secretary.
The Secretary shall attend all meetings of the members, Board of Trustees and
Executive Committee, and shall keep the minutes of such meetings preserved in
the permanent records of the CCMS. The Secretary shall determine whether quorums
are present at meetings, receive and judge all proxies, tally and record all
votes, and perform all other such actions as may be necessary or appropriate to
carry on and record the official business of the CCMS. The Secretary shall
perform all other tasks as may be assigned by the President, Executive Committee
or the Board of Trustees Section 5. Treasurer.
The Treasurer shall supervise the fiscal affairs of CCMS. The Treasurer shall
have custody of all funds, unless the Board of Trustees otherwise determines.
The Treasurer shall collect all membership dues and other payments such as
charges for events, invest all funds as the Treasurer may determine is in the
best interests of the CCMS (subject to any instructions or limitations from the
Board), receive all bills and pay all debts in a timely fashion, and render to
the Board and members a report at each meeting of the status of the CCMS's
finances. The Treasurer shall prepare a budget for each fiscal year for approval
by the Board and the membership at the annual meeting (which shall be subject to
modification by the Board as circumstances dictate). The Treasurer shall perform
all other tasks as may be assigned by the President, Executive Committee or the
Board. The Treasurer shall serve without bond unless the Board otherwise
determines; if any bond is required, the premium for the bond shall be paid out
of the treasury. At the request of the Board, the Treasurer shall arrange for
and cooperate in the preparation of an accounting of the CCMS's finances by the
Finance Committee. The treasurer shall report to the membership on the state of
CCMS's finances at each annual meeting. Section 6. Other Offices. The
Board of Trustees may create such other offices as it may deem necessary or
desirable from time to time, and the persons filling such offices shall have
such duties as the Board may prescribe. Section 7. Executive Committee.
The Executive Committee shall consist of the President,
Immediate Past President (provided that he or she is still on the Board),
Vice-President, Secretary, Treasurer, and such other officers as may have been
authorized by the Board of Trustees. The Executive Committee shall have full
authority to act on behalf of the Board, but only in situations where it is
impossible or impractical (as determined in the sole discretion of the
President) to make the decision at a regular or special meeting of the Board.
Executive Committee decisions shall be made in person or by a poll conducted by
the President, and must be made by a majority of the Executive Committee. In the
event of a tie vote The Executive Committee shall not act, and the matter is
referred back to the entire board. Section 8. Nominations and
Elections. Candidates for officer positions in the CCMS shall be
nominated by the Nominating Committee in the same manner as nominations for
positions on the Board of Trustees (see Article IV, Section 5), except that each
candidate for an officer position must have served on the Board for at least one
membership year. Nominations from the floor will be permitted, but only with the
prior consent of the candidate. All elections shall be
by majority vote (See Article III, Section 8). In case no candidate receives a
majority of the vote, a runoff election between the two candidates receiving the
most votes shall be held. In the event of a tie a second vote shall be taken,
and the event of a second tie the vote of the President (or in the President’s
absence the Vice-President) shall be the deciding vote. Section 9. Terms.
Each officer shall be elected for one officer year. Officers may be elected to succeed themselves. Section 10. Compensation.
No officer shall receive any compensation, except that an officer may at the
discretion of the Board of Trustees be reimbursed for reasonable actual
out-of-pocket expenses, not to include the expenses of travel to and from CCMS
meetings, as provided in Article IV, Section 1 above. Article VI: Financial and Legal Matters
Section 1. Bank Accounts. The CCMS may establish and maintain such bank
account(s) as the Board of Trustees may authorize. Section 2. Fiscal Year.
The fiscal year of CCMS shall be July 1 - June 30.
Section 3. Legal Obligations. No legal obligations of the CCMS , including any
loan or legal contract (other than debts incurred in the ordinary course of
business, such as for payment for food, payments to performers or payments to
lecturers for CCMS sponsored activities) shall be binding upon the CCMS unless
approved by the Board of Trustees and signed by the Secretary. No officer shall
have the power or authority to bind the CCMS to any monetary or legal
obligations except as provided in the preceding sentence. Article VII. Legal Limitations
The CCMS recognizes that it is an incorporated association in the State
of Ohio, an organization that is tax-exempt under the laws of the United States
of America and the State of Ohio. The CCMS shall not take any action or omit to
perform any task which will or will tend to jeopardize in any way the Federal
and state tax exemptions enjoyed. The affairs of the CCMS shall be conducted
solely for the purpose set forth in Article I above. In particular, but without
intending to limit the effect of the foregoing, the CCMS shall not carry on
propaganda or attempt to influence legislation, nor participate in or intervene
in any political campaign on behalf of any candidate for public office or any
issue placed before the electorate, including the publicity of or the
distribution of any statements or campaign material. Article VIII. Amendments
These Bylaws may be amended only by a two third majority vote of the
Trustees and approved by a majority vote at an annual or special meeting of the
members (see Article III, Section 4). The members shall be provided with a
written set of proposed changes at or prior to the meeting, which shall be
subject to further amendments or changes at the meeting. Article IX. Dissolution
Section 1. Dissolution. The CCMS may be dissolved only upon a vote of
two-thirds of the membership of the CCMS at the annual or a special meeting of
the membership of the CCMS duly announced for that purpose.
Section 2. Ownership of Records
and Funds. If the CCMS is dissolved as provided above, then, after the
prompt payment of all outstanding obligations of the CCMS, the funds and
property of the CCMS shall become the funds and property of the succeeding
organization. If a succeeding organization does not exist, the funds and
property shall be distributed among the CCMS membership that exists at that
time. If succeeding organization and membership do not exist at that time, then
the funds and property of the CCMS shall be delivered to another organization
dedicated to the promotion of chamber music in the greater Columbus area. No
part of the funds or property of the CCMS shall belong to any officer or Trustee
of the CCMS. Duly approved by the CCMS Board of Trustees and adopted by the members at
the Annual Meeting on May 21, 2002, Columbus, OH.
Ivan I.Mueller, President |