Bylaws of The Susquehanna Valley Chorale

(A NON-PROFIT CORPORATION)
DOWNLOAD PRINTABLE PDF 

AMENDED AND RESTATED BY-LAWS
SUSQUEHANNA VALLEY CHORALE, INC.
A 501(c)(3) non-profit corporation
Adopted March 14, 2005
Amended on May 22, 2006

Article I
Offices
I.1  	REGISTERED OFFICE.  The registered office of the corporation is
located in Lewisburg, Union County, Pennsylvania.


Article II
Members and Annual Meeting
II.1 	MEMBERS.  The Susquehanna Valley Chorale is a membership
organization, composed of singers who perform with the Chorale in any
given season and who fulfill financial obligations, as determined by the
Board of Directors annually. 


Article III
Board of Directors
III.1  	GENERAL POWERS OF THE BOARD.  The Board of Directors is the
governing body of this corporation and is responsible for overall policy
and direction of the corporation. The directors delegate responsibility
for day-to-day operations to the Chorale's Business Manager and to
volunteer committees. The directors are responsible for hiring the
Business Manager, who supervises the business operations of the Chorale,
and the MusicDirector/Conductor, who oversees the musical program of the
organization, according to job descriptions established by the directors
for each position.


III.2 	 AUTHORITY. The Board of Directors has final authority to
determine what specific charitable, philanthropic, educational or other
benevolent activities, programs and facilities are funded by the
corporation. The directors may not delegate that authority to a
committee. However, in reaching a decision on funding a particular
activity, program or facility, the directors may seek and rely upon
advice from a committee formed by the Board to investigate such
activity, program or facility or advice from appropriate sources. The
principles established by the Internal Revenue Code of the United States
of America govern all operations of the corporation.


III.3 	 NUMBER. The Board of Directors is composed of Chorale members
and non-members. It consists of no fewer than twelve (12) and no more
than twenty (20) directors, as determined by the Board. No decrease in
the number of directors shall have the effect of shortening the term of
any incumbent director. Two-thirds of the board members are elected from
the membership of the Susquehanna Valley Chorale, and the rest shall be
elected by the Board from among non-members. 


III.4  	QUALIFICATIONS.  All board members must be eighteen years of
age or older.


III.5  	TERMS. Terms of board members begin on July 1 of the year
elected and continue through June 30 of the year in which the director's
term expires.  All directors shall serve three-year terms, but are
eligible for re-election to a second term immediately following the
first. No director shall serve more than two elected three-year terms
consecutively, but a director is eligible for reelection after one year
off the Board.
III.6  	RESIGNATION. Any director or officer (see Article VI) may
resign at any time by giving written notice to the president or to the
Board of Directors. The resignation takes effect upon receipt of this
notice by the president, unless the notice specifies a later effective
date. The acceptance of such resignation is not necessary to make it
effective.


III.7  	REMOVAL. Any director or officer (see Article VI) may be
removed by a majority vote of the Board of Directors at any regular or
special meeting, at any time, with or without cause. If a board member
misses three consecutive meetings without notifying the President, the
Board of Directors may, by majority vote, declare that a vacancy exists
on the Board.


III.8  	VACANCIES. A vacancy in the Board of Directors occurring
because of resignation, removal or death of a director or resulting from
an increase in the number of directors, may be filled by an affirmative
vote of a majority of the remaining directors at any regular or special
meeting of the Board, providing a quorum is present. All vacancies are
filled only to the end of the unexpired term, but when such terms
expire, the directors who filled them can be reelected to two more
consecutive three-year terms. (see Article III.5)


III.9 	 COMPENSATION. Directors receive no compensation, other than
reimbursement for reasonable
expenses incurred by them personally in performance of their duties as
directors.



Article IV
Nomination and Election of Board Members and Officers
IV.1  	THE NOMINATING COMMITTEE. The president of the Board of
Directors shall appoint a Nominating Committee annually for the purpose
of selecting candidates for seats on the Board of Directors and for
preparing a slate of officers. The Nominating Committee shall consist of
the following:

a. A chairman, who is a member of the corporation's Board of Directors
and who has a committee vote only in case of ties
b. Two current members of the Board of Directors
c. Two non-board members


IV.2  	NOMINATION OF BOARD MEMBERS. The Nominating Committee shall
meet at least forty-five (45) days before the Chorale's annual meeting.
At least thirty (30) days before the annual meeting, the committee shall
present to the Board of Directors a slate of nominees and the nominees'
assurance that each is willing to serve. One candidate will be presented
for each opening on the Board. The Board will approve this slate before
its presentation to the membership.


IV.3  	ELECTION OF BOARD MEMBERS.
* Election of Board members from the membership: A slate of those
candidates who will represent the Chorale membership will be presented
to the membership for voting at the annual meeting (see Article V.1.a). 

* Election of Board members who are non-members: A slate of those
candidates representing the general community will be elected by the
Board at its April meeting.


IV.4  	NOMINATION OF BOARD OFFICERS. The Nominating Committee will
present to the Board of Directors at its April meeting a proposed slate
of officers (Article VI) for the coming year and the nominees' assurance
that each is willing to serve. One candidate will be presented for each
officer position.


IV.5  	ELECTION OF BOARD OFFICERS. At its April meeting the board
members will elect officers from the slate presented by the Nominating
Committee. Officers assume their responsibilities on the subsequent July
1. 


Article V 
Meetings
V.1 	MEETINGS.  Meetings, regular or special, of the Board of
Directors or the membership may be held either within or without the
Commonwealth of Pennsylvania. Meetings may be held in person or by
conference telephone or similar equipment, as long as all persons
participating can communicate with each other.

a. The annual meeting of the general membership shall be held at the
first rehearsal in April or other rehearsal date so designated near the
end of each year for the purpose of electing directors who represent the
Chorale membership. The meeting must be held in the same place as the
rehearsal.
 
b. Regular meetings of the Board of Directors may be held at any time or
place as determined by the directors as long as notice is given to each
director in the manner specified in Article V.2 below.
 
c. Special meetings of the Board of Directors may be called by any
officer of the corporation or upon the written request of two directors,
provided notice is given in the manner specified in Article V.2 below.

V.2 	 NOTICES OF MEETINGS AND QUORUMS. Notices of meetings, when
required, may be delivered by telephone call, fax, electronic mail,
regular mail or general announcement to all members.  Date of the
posting of mail (either electronic or postal) with prepaid postage or
date of announcement is regarded as the date of delivery.
a. No written notice is required for the annual meeting. Twenty-five
percent of the members constitute a quorum at the annual meeting and any
other membership meetings that might be scheduled.
 
b. Board members should be given notice of all regular meetings five (5)
days in advance of such meeting. Such meetings must be held at least
every other month. A majority of the directors, including two officers
of the board, constitutes a quorum for the transaction of business.
 
c. Any special meetings of the membership or Board may be called with
not less than five (5) days' notice. Quorum requirements stated above
must be met for such meetings to take place.


V.3        ATTENDANCE AT BOARD MEETINGS. Attendance of a director at any
board meeting shall constitute a waiver of notice of such meeting,
except where a director attends for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully
called. Whenever any notice is required as specified by these By-laws, a
waiver in writing signed by the person or persons entitled to such
notice - whether before or after the time stated therein - shall be
regarded as the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice
of such meeting.
Article VI
Officers
VI.1  	ELECTED OFFICERS.  The elected officers of the corporation
shall be a president, one or more vice presidents, a secretary and a
treasurer. A person may not hold more than one office at a time.
Officers must be directors of the corporation.


VI.2  	APPOINTED OFFICERS.  The Board of Directors may also appoint,
designate or authorize assistant officers and agents, including
assistant secretaries and assistant treasurers, as it may consider
necessary. These assistant officers and agents need not be directors of
the Board.


VI.3      PRESIDENT. The president shall convene board meetings and
preside or arrange for other officers to preside in this order: Vice
President, Treasurer, Secretary. He/She shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall
perform all other duties incident to the office. He/She shall execute
bonds, mortgages and other contracts requiring a seal, but may delegate
this authority to some other officer or agent of the corporation, if
allowed by law. The Business Manager and Music Director/Conductor shall
report regularly to the president.


VI.4      VICE PRESIDENT. The vice president shall assist the president
and perform such duties as may be assigned by the president. He/She
shall, at the request of the president or in the president's absence or
inability or refusal to act, perform the duties of the president, and
when acting as such he/she shall have all the powers of and be subject
to all the restrictions on the president.


VI.5      TREASURER. The treasurer shall report regularly to the Board
on the financial condition of the corporation, shall chair the Finance
Committee, assist in the preparation of the budget, oversee the
financial dealings of the corporation, and arrange for an annual
review/audit of the organization's financial records as required by law.
The treasurer is responsible for assuring that all local, state and
federal tax returns and related documents are filed in a timely manner
with the proper authorities as determined by law. Assistant treasurers,
if any, shall have the same powers and duties, subject to the
supervision by the treasurer.


VI.6      SECRETARY. The secretary shall be responsible for assuring the
maintenance of the records of the corporation, including oversight for
taking of minutes at all board meetings, sending out meeting
announcements, and authorizing use of the seal of the corporation by a
director, officer or agent. The secretary shall see that all meeting
notices are duly given in accordance with the provisions of these
By-laws or as required by law. He/She is responsible for making sure
records, as well as the names and addresses of all directors, are
accurately kept in the corporation's registered office or principal
place of business within or without the Commonwealth of Pennsylvania.
Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.


VI.7      EXECUTIVE COMMITTEE.  The president, vice president(s),
secretary and treasurer shall comprise the Executive Committee, which
may be called from time to time at the discretion of the president.


VI.8     NOMINATION AND ELECTION OF OFFICERS. Officers are nominated
annually by the Nominating Committee, in accordance with Article IV.
Each officer holds office from July 1 of the year elected until June 30
of the next year or until such officer's earlier death, resignation or
removal.


VI.9     TERMS. The terms of officers are for one year. The president
cannot hold office more than two consecutive terms (two years). Vice
president(s), secretary and treasurer can be reelected to the same
office for no more than three consecutive terms (three years). After
these terms, an officer can be reelected to the same office again after
a one year hiatus.


VI.10    REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause.


VI.11    RESIGNATION OF OFFICERS. Any officer may resign at any time by
giving written notice to the president or to the Board of Directors. An
officer's resignation takes effect upon receipt of this notice by the
president, unless the notice specifies a later effective date. The
acceptance of such resignation is not necessary to make it effective.


VI.12    FILLING OF OFFICER VACANCIES.  A vacancy in any office may be
filled by the Board of Directors or by any officer or committee to which
such authority has been delegated by the Board of Directors for the
unexpired portion of the term. 


VI.13    COMMITTEES. The Board of Directors may create committees as
needed. Each committee shall keep regular minutes of its proceedings and
report to the Board when required. Committees can be chaired by
non-board members.  The President appoints all committee chairs.


VI.14    PERMANENT COMMITTEE. Permanent committee of the corporation is
the Nominating Committee, which is responsible for annually preparing a
slate of directors and officers for election (see Article IV and VI.8). 


ARTICLE VII
Fiduciary Matters
VII.1    DIRECTORS' DISCHARGE OF DUTIES. Each director and each officer
shall discharge the duties of a board member, officer and committee
member in good faith and with the care an ordinarily prudent person in a
like position would exercise under similar circumstances and in a manner
the director or officer reasonably believes to be in the best interests
of the corporation. In discharging duties, a director or an officer is
entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, if prepared or
presented by (i) one or more officers or employees of the corporation
whom the director or officer reasonably believes to be reliable and
competent in the matters presented, (ii) legal counsel, (iii) a public
accountant or another person whose opinions on any matters the director
or officer reasonably believes are within such person's professional or
expert competence,  or (iv) a committee of the board of which the
director is not a member but which the director reasonably believes
merits confidence. A director or officer is not acting in good faith if
the director or officer has knowledge concerning the matter in question,
and the director knows that this knowledge makes reliance on other
information or expertise unjustifiable.


VII.2    DIRECTORS' LIABILITY. A director or officer shall not be liable
as such to the corporation or its members for any action taken or
omitted to be taken as a director or officer, if, in connection with
such action or omission, the director or officer performed the duties of
the position in compliance with Article VI and this Article.


VII.3    CONFLICT OF INTEREST.  All directors are required to sign a
Conflict of Interest statement annually. If a transaction is fair to the
corporation at the time it is authorized, approved or ratified, the fact
that a director is directly or indirectly a party to the transaction is
not grounds for invalidating the transaction. The director must always
disclose to the Board of Directors the material facts of the director's
involvement in any transaction of the corporation. In voting on such
transactions, the interested director shall be counted for the purposes
of determining a quorum, but the transaction must be approved or
ratified by a vote of the majority of the disinterested directors.


VII.4    PROHIBITION OF LOANS. No loans shall be made by the corporation
to any of its directors or officers. Any director who assents to or
participates in the making of any such loan shall be liable to the
corporation for the amount of such loan until it is repaid.


VII.5    INDEMNIFICATION AND INSURANCE. The corporation shall indemnify
each director, officer, employee and volunteer of the corporation to the
fullest extent permissible under the laws of the Commonwealth of
Pennsylvania, and may in its discretion purchase insurance guaranteeing
its obligations hereunto. This insurance extends to any person who is
made or threatened to be made a party to any legal proceeding by reason
of the fact that she is or was a director, officer, agent or employee of
the corporation, or is or was serving at the request of the corporation
as a director, officer, committee member, employee or agent of another
corporation. If any provision of these By-laws dealing with
indemnification shall be invalidated by any court on any ground, then
the corporation shall nevertheless indemnify each party otherwise
entitled to indemnification to the fullest extent permitted by law.
Notwithstanding any other provision of these By-laws, the corporation
shall neither indemnify any person nor purchase any insurance in any
manner or to any extent that would jeopardize or be inconsistent with
the qualification of the corporation as an organization described in
section 501(c)(3) of the Internal Revenue Code, or that would result in
the imposition of any liability under either section 4941 or section
4968 of the Internal Revenue Code or the laws of the Commonwealth of
Pennsylvania. 


Article VIII
Staff of the Corporation
VIII.1	BUSINESS MANAGER'S RESPONSIBILITIES. The Business Manager is
hired by the Board of Directors and has day-to-day responsibility for
the business operations of the corporation, including carrying out the
board's goals and policies. The Business Manager will attend all board
meetings as a non-voting member. He/She shall report on the progress of
the corporation; propose, prepare and present to the Board of Directors
specific programs and activities that further the corporation's business
purposes; direct and supervise the implementation of the programs and
activities approved by the president of the Board of Directors;
facilitate the work of board committees; answer questions of directors
and carry out the duties described in the job description; hire and
supervise any additional business staff members within budget limits
established by the board. The Board of Directors can designate other
duties as necessary. The salary of the Business Manager is set by the
Board of Directors.


VIII.2	MUSIC DIRECTOR/CONDUCTOR. The Music Director/Conductor is
hired by the Board of Directors and has day-to-day responsibility for
the artistic vision of the corporation, including carrying out the
Board's goals and policies. The Music Director/Conductor or a person
designated by him/her will lead and direct all rehearsals and
performances of the organization and shall ensure that any additional
musical/artistic performers are hired and supervised within budget
limits established by the board. He/She shall present to the Board of
Directors specific programs and activities that further the
corporation's artistic purposes. The Board of Directors can designate
other duties as necessary. The salary of the Music Director/Conductor is
set by the Board of Directors.

Article IX
Records of the Corporation
IX.1     MINUTES, ETC. The corporation shall keep as permanent records
the minutes of all meetings of the Board of Directors, as well as the
annual meeting. A permanent record will be kept of all actions taken by
the board without a meeting, all committee actions, and all waivers of
notices of meetings of the board. 
IX.2      ACCOUNTING RECORDS. The corporation shall maintain appropriate
accounting and financial records and shall arrange annually for a review
of these records by a person(s) outside the board or membership, in
accordance with legal requirements.


IX.3     RECORDS LOCATION. Official books and records of the corporation
are kept at the principal headquarters of the corporation in Union
County, Commonwealth of Pennsylvania. 


IX.4    DEPOSITS. All funds of the corporation shall be deposited to the
credit of the corporation, in such banks, trust companies or other
depositories as the Board of Directors may select.



Article X
Business of the Corporation
X.1       FISCAL YEAR.  The fiscal year of the corporation begins July 1
of each year and terminates on June 30 of the subsequent year.


X.2     CONTRACTS.  Any member of the Board's executive committee and
the business manager are authorized to enter into and execute any
contract or other instrument in the name of, or on behalf of, the
Susquehanna Valley Chorale, according to the financial policies of the
organization.


X.3      AMENDMENT.  These By-laws may not be altered, amended or
repealed, nor may new By-laws be adopted without the affirmative vote of
two-thirds of the Board of Directors at any regular or special meeting
of the Board.


X.4     DISSOLUTION.  Upon the dissolution of the corporation, all
assets thereof shall be distributed as directed by a majority of the
Board of Directors, provided that such distributions go only to such
organizations as are exempt from federal income tax, or otherwise to one
or more organizations recognized by the Internal Revenue Service as
being charitable, literary or educational. In the event that the Board
of Directors fails to make such distribution within a reasonable time,
the President Judge of the 17th Judicial District of Pennsylvania is
hereby given the power to give such assets to such organization(s) as
quality therein.

All mention in these By-laws to provisions of the Internal Revenue Code
refer to the Internal Revenue Code of 1986, as amended, and to the
corresponding provisions of any subsequent federal tax laws.

The invalidity of any provision of these By-laws shall not affect the
other provisions. In such event, these By-laws shall be construed in all
respects as if such invalid provision were omitted.

These bylaws were originally adopted on May 15, 1973 at the organization
meeting of the initial directors named in the Articles of Incorporation
of the Susquehanna Valley Chorale, a non-profit corporation,
incorporated in the Commonwealth of Pennsylvania on April 6, 1973. The
bylaws were previously amended on 1/5/88, 5/18/93, 10/26/99, 1/14/02,
3/24/03,  3/28/04, 3/14/05, 5/22/06.

C:SVC/Amended and Restated By-Laws Final Amended May 2006- N. Craig