Bylaws
Eugene Springfield Community Orchestra
Article 1
(Name, Office, Purpose, and Activities)
Section 1. Name. The name of this organization is Eugene Springfield Community Orchestra (“Orchestra”), a nonprofit corporation in the State of Oregon.
Section 2. Office. The principal office of the corporation shall be at 961 Taylor Street, Eugene, Oregon. The corporation may have such other offices, as the Board of Directors may from time to time determine.
Section 3. Nonprofit Purpose. The Orchestra is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 4. Specific Purpose. The Orchestra is founded for the purpose of giving local amateur musicians an opportunity to learn and perform orchestral music, to improve their skills, to enrich their lives through music, and to share the joy and benefits of music with each other and with youth and adult audiences. Further, by providing free concerts to the community, the orchestra brings music to audiences who might not otherwise have the opportunity to attend live performances.
Section 5. Activities. To that end, the Orchestra will prepare concerts and special events, collaborate with professional musicians, provide educational opportunities, seek and accept funding, enter into contracts, and conduct any activities in which a nonprofit corporation may legally engage in accordance with these bylaws and applicable laws.
Article 2
(Members)
Section 1. Classes of Members. The members of the corporation shall be members of one class.
Section 2. Membership. Membership shall be on an individual basis and is open to all amateur orchestral musicians in the general public. Members are unpaid volunteers and are expected to attend weekly rehearsals September through May, practice the music provided, perform in quarterly concert performances, and participate in the membership annual meeting. Dues will be set by the Board of Directors and must be paid quarterly. The Board has the discretion to reduce or waive dues for students or low-income members. Each musician who chooses to play in the Orchestra shall be a member of the Corporation. Membership shall commence as of the date of the individual’s decision to join and continue for so long as the individual plays in the Orchestra.
Section 3. Voting rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Voting may be by show of hands or secret ballot, at the discretion of the Board of Directors.
Section 4. Termination of Membership. Membership in the corporation shall terminate as of the last date the member plays in the Orchestra. Membership shall not be terminated by absence during any season where the member’s instrument is not in use in works played by the Orchestra.
Section 5. Guest Artists. The Orchestra may host guest artists, such as conductors, soloists, instructors, or students, but these guest artists shall not be voting members of the corporation. Guest artists shall be volunteers but may be offered an honorarium by the Board of Directors.
Article 3
(Meetings of Members)
Section 1. Annual Meeting. An annual meeting of the members shall be held in the month of May, at a time and place designated by the Board of Directors, for the purpose of electing officers and members of the Board of Directors, for a Treasurer’s presentation of the current year’s financial report, and for the transaction of such other business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President, a majority of the Board of Directors, or by written request subscribed by 10 percent of the members.
Section 3. Notice of Meetings. Written, electronic, telephonic, or printed notice stating the place, day and hour of any meeting of members shall be delivered to each member not less than 5 days nor more than 30 days before the date of such meeting.
Section 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all the members entitled to vote with respect to the subject matter thereof.
Section 5. Quorum. Members constituting one-third of the total members at the time of any meeting, excluding members who are inactive because there is no part for their instrument, shall constitute a quorum at such meeting.
Article 4
(Board of Directors)
Section 1. General Powers. The affairs of the corporation shall be governed and managed by its Board of Directors. The Board shall be responsible to the Membership for implementation of the stated purposes of the Orchestra. No musical or personnel decision shall be effective without the consent of the Conductor, provided, however, that the Conductor may be removed by the Membership of the corporation. The Board may employ such other persons as are necessary to carry out the functions of the corporation.
Section 2. Number. The number of members of the Board of Directors shall be a minimum of three. All members elected shall serve for a term of one year. The Officers shall serve ex officio. In addition, two individuals from the community, who are not members of the corporation, may also serve on the Board. All members of the Board of Directors shall serve until their successor shall be qualified.
Section 3. Eligibility. All members of the Board of Directors, except up to two community members, shall be members of the corporation at the time of their election and shall be deemed to have resigned should they cease to be members.
Section 4. Meetings. Meetings of the Board of Directors shall be held at such time as the Board of Directors may from time to time designate. Special meetings shall be held at the request of any member of the Board of Directors. Any director may invite any member to participate in a meeting of the Board.
Section 5. Notice. Notice of any regular meeting shall be given at least 5 days in advance by ordinary or electronic mail. Notice of any special meeting shall be given at least two days in advance, by mail or telephone. The attendance of a member of the Board of Directors at any meeting shall constitute waiver of notice of such meeting.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of any business.
Section 7. Compensation. Members of the Board of Directors shall not receive compensation for their services as Directors. Certain expenses may be reimbursed, at the discretion of the Board. From time to time, the Board may offer an honorarium to the Conductor or guest artists. The amount of an honorarium shall be established by the Board, by a vote that excludes the recipient.
Section 8. Vacancies. Any vacancy on the Board of Directors may be filled by a majority vote of the remaining Board members. Any member elected to fill a vacancy shall serve for the balance of the unexpired term of the member whose seat became vacant.
Section 9. Removal. Any member of the Board of Directors may be removed by the affirmative vote of a majority of the whole membership of the corporation at either a regular or special meeting whenever in its judgment the best interest of the corporation would be served by such removal. No meeting shall consider the removal of a member of the Board of Directors unless the notice of such meeting shall have set forth that item as one to be considered at such meeting.
Article 5
(Officers)
Section 1. There shall be a President, a Treasurer, a Secretary, a Concertmaster, and a Conductor and such other officers as shall be determined by the Board of Directors. Any officer may hold up to two offices.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the membership at the annual meeting. Officers’ terms are for one year, effective immediately after the election, and lasting until the next election. In the event of a vacancy, the Board of Directors may appoint a replacement until the next election.
Section 3. Officer duties. The President shall work with other board members to coordinate an agenda for and preside over meetings of the Board and the Membership. The President shall prepare a slate of candidates and officiate at the annual meeting. The Treasurer shall collect member dues, pay expenses, and prepare financial reports and filings with governmental agencies as required. The Secretary shall prepare minutes of the annual member meeting and each Board meeting and maintain these minutes, with other corporate records (articles of incorporation, bylaws, membership list, director list, financial statements, annual reports), for three years.
Section 4. The Conductor. The Conductor shall be selected by the membership of the corporation only upon the recommendation of the Board of Directors. The Conductor shall be the artistic director of the Orchestra and shall bear primary responsibility for planning, rehearsing, and conducting the concerts and coordinating musical activities with guest artists and educational institutions to achieve the Orchestra’s stated purpose. The Conductor shall be a voting member of the Board except on questions related to the Conductor’s honorarium. The Concertmaster shall be selected by the Conductor.
Section 5. Removal. Any officer may be removed by a vote of the membership at either a regular or special meeting whenever in its judgment the best interest of the corporation would be served by such removal, provided, however, that the removal of the Concertmaster shall require the consent of the Conductor. No meeting shall consider the removal of an officer unless the notice of such meeting shall have set forth that item as one to be considered at such meeting.
Section 6. Vacancies. Any vacancy in an office may be filled by the Board of Directors, provided, however, that no person shall serve as Concertmaster without the consent of the Conductor.
Section 7. Powers and Duties. The officers shall have such powers and perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors.
Article 6
(Contracts, Checks, Deposits)
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of the corporation.
Section 2. Checks. All checks for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer, officers or agent as the Board shall from time to time designate.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks as the Board of Directors may select.
Article 7
(Distribution of Assets upon Dissolution)
Upon the dissolution of the orchestra, assets shall be distributed to any corporation qualified under Internal Revenue Code Section 501(c)(3) which supports the purpose of this organization.
Article 8
(Records of Membership)
The Board of Directors shall cause the member's name and address to be entered in its membership records, such records being open to all members of the corporation.
Article 9
(Books and Records)
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, and the Board of Directors. All books and records of the corporation may be inspected by any member of the corporation for any proper purpose.
Article 10
(Fiscal Year)
The fiscal year of the corporation shall be the calendar year.
Article 11
(Indemnification of Officers and Members of the Board of Directors)
The Corporation shall defend, advance expenses on behalf of, and indemnify any present or former director or officer for expenses, claims or damages incurred by or asserted against the person in such capacity to the full extent authorized by the standards of conduct of the Oregon Non-Profit Corporation Act.
Article 12
(Amendment of Bylaws)
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at a meeting, provided that no such amendment shall be made unless the full text of the same shall have accompanied the notice of the meeting at which the vote is to be taken.