As Amended August 14, 2017
ARTICLE I – PURPOSE
The specific and primary purposes for which this corporation is formed are as set forth in Article II of the Articles of Incorporation of the Berkeley Community Chorus and Orchestra filed in the office of the Secretary of State of the State of California. In addition, this corporation is formed for the purpose of performing all things incidental or appropriate in the achievement of the foregoing specific and primary purposes and shall have other exclusive charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. The corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the State of California and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation; provided, however, that in no event shall the corporation engage in activities which are not charitable in nature.
ARTICLE II – BOARD OF DIRECTORS
Section 1. Powers and Duties
Subject to limitations of the Articles of Incorporation, other sections of the Bylaws, and of California law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and the affairs of the corporation shall be controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers: (a) To select and remove all other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or the Bylaws, fix their compensation, and if deemed necessary, require from them security for faithful service. (b) To conduct, manage and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with the law, the Articles of Incorporation or the Bylaws. (c) To borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered in the corporate name: promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities.
Section 2. Number of Directors and Term
- The Board shall be comprised of no fewer than 10 and no more than 20 Directors.
- Each Director shall have been an active member of the Chorus within the last 24 months unless exempted by a ⅔rds vote of the Board.
- Any Director may be removed, with or without cause, by a ⅔rds vote of the Board.
- Directors shall serve for no more than three consecutive three-year terms. This provision is subject to the circumstances and limits laid out in Article III, section 1(a).
- A Director who has reached the end of his/her term limit shall be eligible to rejoin the Board for an additional set of three consecutive three-year terms, if elected after having not served for a period of at least one year.
- For the purpose of administering the term limits provision of these
Bylaws, a Director’s first term shall commence on the first day of June following that Director’s election and shall conclude on the last day of May three years later. By the first of December in each year, those Directors whose first or second terms will conclude on the next May 31st shall notify the Chair of the Nominations Committee of their intention to either continue to serve for an additional term or to retire from the Board. The Nominations Committee shall then report the names of the Directors who have elected to continue serving and the number of anticipated vacancies to the Board at its next regular meeting and shall commence recruitment of new members if necessary.
- The Board shall regularly elect new members at its May meetings, if there is a vacancy. The Board shall hold a special interim election of new members to the Board at any time if the number of Board members falls below 11. The Board may hold an interim election at any other time if it is deemed necessary.
- Directors who will have served eight or more consecutive years as of May 31, 2012 may elect to serve an additional two-year term to conclude on May 31, 2014 by notifying the Chair of the Nominations Committee of their intent by March 30, 2012. The term and term limit status for Directors who will have served fewer than eight consecutive years as of May 31, 2012 shall be determined based on the year of the first day of June following that Director’s election to the Board and such Directors shall reach their term limit after the ninth year following their “basis year.”
Section 3. Meetings
The Board shall determine its meeting schedule, but shall meet at least once per quarter. Board meetings are open to chorus members; however, the Board may convene closed meetings as it deems necessary. Directors will be duly notified of regular board meetings. Special meetings of the Board may be called by the President or any two Directors. All Directors will be notified in writing at least 5 days prior to a special board meeting.
Section 4. Voting.
Unless otherwise specified in the Bylaws, decisions of the Board require the affirmative vote of 51% of the full Board. Where the Bylaws stipulate a different percentage, a decision requires the affirmative vote of the specified percentage of the full Board.
Section 5. Vacancies.
Any vacancy occurring in the Board shall be filled by a two-thirds vote of the Board.
Section 6. Compensation.
No Director of this corporation shall receive, directly or indirectly, any salary, compensation or emolument therefrom in his or her capacity as a Director or Officer, but the Board may authorize reimbursement for expenses incurred by Directors in the performance of their regular duties as specified in section 1 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is allowable under the provisions of Sections 7 and 8 of this Article.
Section 7. Material Financial Transactions With Directors.
Transactions to which this corporation is a party and in which one or more of its Directors has a material financial interest are permissible only when all of the following conditions are met and documented in the corporation’s records:
- The corporation entered into the transaction for its own benefit;
- The transaction was fair and reasonable as to the corporation at the time it entered into the transaction; and
- Prior to consummating the transaction or any part of it:
(1) All material facts regarding the transaction and the Director’s interest in it were disclosed to the Board;
(2) The Board authorized or approved the transaction in good faith by a vote of a majority of the Directors then in office without counting the vote of the financially interested Director; and
(3) The Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a better arrangement with reasonable effort.
Section 8. Restriction Regarding Interested Directors.
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means either:
- Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in law, daughter-in-law, mother-in-law, or father- in-law of any such person.
ARTICLE III – OFFICERS
Section 1. Number and Qualifications.
The officers of the corporation shall consist of a president, a vice-president or vice-presidents, a treasurer, a secretary and such other officers as the Board of Directors may from time to time appoint. Any two or more offices may be held by the same person, except for the offices of president and secretary. All officers must be members of the Board of Directors.
- (a). If the Board should find and record in its minutes that it is for the benefit of the organization, a board officer, who is in the last year of Board membership under the first sentence of Article II, section 2(4), may be appointed both to hold the same office and to retain Board membership for an additional one year only. If said officer is not appointed under this provision, the officer’s term and Board membership under the first sentence of Article II, section 2(4), and under the last sentence of Article III, section 1 shall end. This provision cannot be invoked for the same person more than one time in succession.
Section 2. Election and term of office.
The officers of the corporation shall be elected annually at a spring or summer board meeting. New officers will be installed at the first fall board meeting. Officer vacancies may be filled at any time by the board.
Section 3. Removal.
Any officer of the corporation may be removed by a 51% vote of the Board of Directors.
Section 4. President.
The President shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. He or she shall have general supervision of the affairs of the corporation, and shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation. He or she will sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, in the name of the corporation, all contracts and documents authorized specifically by the Board. He or she shall preside at all meetings of the Board of Directors and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.
Section 5. Vice President(s).
The Vice President(s) shall have such powers and duties as may be assigned to him or her by the President or the Board of Directors. In the absence of the President, a Vice-President shall, in general, perform the duties of the President.
Section 6. Secretary.
The Secretary shall act as secretary of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving or serving of all notices of the corporation, and shall see that the seal of the corporation is affixed to all documents, when necessary, in accordance with the provisions of the Bylaws. He or she shall perform all other duties customarily incident to the office of secretary, subject to the control of the Board of Directors and shall perform such additional duties as shall from time to time be assigned to him or her by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall have custody of all funds of the corporation which may come into his or her hands. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the corporation, and shall deposit or cause to be deposited all moneys and other valuable effects of the corporation in the name of and to the credit of the corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, he or she shall render a statement of his or her accounts. The Treasurer shall at all reasonable times exhibit the corporate books and account to any officer or Director of the corporation and shall perform all duties customarily incidental to the position of treasurer, subject to the control of the Board of Directors, and shall, when required, give security for the faithful performance of his or her duties as the Board of Directors may determine. The Treasurer shall be required to prepare an annual accounting statement which must be presented to the Board of Directors.
ARTICLE IV – CHECKS, DEPOSITS AND FUNDS
Section 1. Checks, Drafts, etc.
All checks, drafts or other orders of payment of money, note or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 2. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 3. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose of the corporation.
ARTICLE V – OFFICE AND BOOKS
Section 1. Office.
The office of the corporation shall be located at such place as the Board of Directors may from time to time determine.
Section 2. Books.
There shall be kept at the office of the corporation correct books of account of the activities and transactions of the corporation, including a minute book which shall contain a copy of the articles of incorporation, bylaws, and all minutes of the Board of Directors.
ARTICLE VI – CORPORATE SEAL
ARTICLE VII – FISCAL YEAR
The fiscal year shall be August 1st to July 31st.
ARTICLE VIII – AMENDMENTS
These bylaws may be amended by the affirmative vote of ⅔rds of the Board of Directors. Written notice must be given to the Directors 15 days before the vote, setting forth the proposed amendments.