CITRUS COMMUNITY CONCERT CHOIR, INC.
BYLAWS

(Adopted May 2004, revised January 2007, June 2014, and August 2015)

MISSION STATEMENT

The Citrus Community Concert Choir, Inc., was created for the presentation of classical choral music for the benefit of all in the community who share the love of great music. Its purposes are to provide scholarships for those who plan to study music in college or pursue a career in the musical arts, and to encourage the advancement of the choral arts in the community.

SECTION I - CHOIR MANAGEMENT

A. BOARD OF DIRECTORS.

The Choir shall be managed by a Board of Directors (hereinafter referred to as the Board) and shall consist of not fewer than four and no more than eight persons, one of whom is the Music Director, who shall have no vote except in the case of a tie vote. The immediate past president may, at the Board’s invitation, attend Board meetings, but shall have no vote.

B. TERMS OF OFFICE.

Board members, with the exception of the Music Director, shall serve for a term of one year, starting with the first Board meeting after the election, at which meeting the Board will elect its officers (President, Vice President, Treasurer, and Secretary). All other persons elected to the Board shall have the title of Director. Board members shall be eligible for unlimited annual reelection.

C. VACANCIES.

A vacancy in the office of President shall be filled by the Vice President pursuant to Section F. Any other vacancy shall be filled by vote of the Board and served until the end of the term.

D. BOARD MEETINGS.

The Board shall meet at least four (4) times annually and may meet more often at the discretion of the President, by consensus, or by vote of the Board members, or written petition signed by two-thirds (67%) of the Choir members in attendance at any one session.

E. QUORUM.

A majority of the voting Board members shall constitute a quorum. Without a quorum no substantive business may be conducted.

F. DUTIES OF OFFICERS

President: The President presides at all regular and special meetings of the Choir and its Board, prepares agendas for Board and general meetings, and performs all duties and exercises all authority delegated to the President under the Bylaws or by majority vote or consensus of the Board.

Vice President: The Vice President assists the President as requested, carrying out those duties as may be assigned to the Vice President under the Bylaws, by the President, or by majority vote or consensus of the Board. In the event of the prolonged absence, illness, disability, or death of the President, the Vice President becomes President Pro Tem of the Board and assumes all duties and powers of the President. The President Pro Tem serves until such time as the President is able to resume office or until a new President is chosen at the next regular election of officers.

Secretary: The Secretary is responsible for preparing minutes of all regular and special meetings of the Board and any general meetings of the membership and for maintaining such minutes in a permanent file accessible to the Board and membership. The Secretary prepares correspondence and other documents as directed by the Board, and reports to the Board at its regular meetings all correspondence sent and received since the previous meeting. The Secretary maintains all files of the Choir as required by state and/or federal law and by these Bylaws, or as requested by the Board, including copies of legal and financial documents.

Treasurer: The Treasurer is responsible for the handling of all financial assets of the Choir and for generating all financial records pertaining thereto as required by state and/or federal law and by these Bylaws and/or as directed by the Board (always within professional accounting guidelines). With the concurrence of the Board, the Treasurer selects a financial institution for the deposit of all Choir funds and has the authority to make deposits and withdrawals of those funds as required. The Treasurer has the authority to pay all bills approved by the Board and to enter into financial agreements for the provision of goods and services for the Choir as specifically approved by the Board. The Treasurer provides a financial report to the Board at each regular meeting, showing the receipts and expenses since the last meeting along with the current balance of funds. With assistance and direction from the Board, the Treasurer shall prepare an annual budget to be used as a spending guideline for the coming fiscal year. The Treasurer shall prepare an accounting of all funds to the Board and membership at the end of each fiscal year.

Music Director: The Music Director is responsible for the musical growth of the Choir so as to enable it to perform in public at a level acceptable to the Board, the membership, and the community. The Music Director is accountable to the Board and, with the assistance of the Music Committee, is responsible for the selection of all music performed by the Choir. The Music Director is responsible for the interviewing and/or auditioning of prospective members and for assigning them to the appropriate voice sections, and, after auditioning prospects, is solely responsible for all decisions regarding the selection of soloists, ensemble singers, and musicians.

G. NEGLECT OF DUTY.

If any member of the Board fails to perform his or her duties, that person may be asked to resign upon the request of a majority of the other Board members.

SECTION II - NOMINATIONS AND ELECTIONS

A. NOMINATIONS.

The Board shall appoint a Nominating Committee consisting of one Director, who shall serve as chairperson, and two members from the general membership. The Committee shall be responsible for developing a slate of candidates for election to the Board.

B. ELECTIONS.

Elections shall take place at the annual meeting in June. Prior to the annual meeting the slate of nominees shall be presented to the membership by the Nominating Committee. Additional nominations may be made from the floor. Election shall be by show of hands of those members in attendance or, if necessary, by paper ballot completed by those members in attendance.

SECTION III - FUNDS

A.The funds of the Choir shall be derived from free will offerings, ticket sales, donations, dues, advertising, sponsorships, or other sources as the Board may approve.

B.The financial records of the Choir for the preceding fiscal year shall be audited annually in October by a committee of three members appointed by the Board.

C.The fiscal year of the Choir shall be September 1 through August 31.

SECTION IV - CHOIR MEMBERSHIP AND DUES

A. MEMBERSHIP.

Membership shall be by application subject to interview and/or audition by the Music Director.

B. DUES.

Annual membership dues shall be established by the Board.

SECTION V - COMMITTEES

The Board may establish, amend, or abolish standing and ad hoc committees as needed. Committee membership may be drawn from the Board or the membership at large.

SECTION VI - AMENDMENTS

A.The Board may propose amendments to the Bylaws, and such proposals shall be submitted in writing to the general membership at any meeting for its approval. A two-thirds (67%) vote of the members in attendance is required for the adoption of any amendment.

B.Any proposal to amend the Bylaws, other than those generated by the Board, shall be submitted to the Board in writing and be signed by at least two-thirds (67%) of the members of the session. The Board shall consider such proposal(s) and submit them, with its recommendations, in writing to the general membership for its approval at any meeting. A two-thirds (67%) vote of the members in attendance is required for the adoption of any amendment.

SECTION VII - DISSOLUTION

Upon the dissolution of the Choir, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

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