April 6, 2020
Article I – Name
Section 1. The name of this organization shall be “Fearrington Village Singers” (hereinafter called “the organization”).
Article II – Composition
This is a voluntary membership organization formed through an administrative merger of two choral groups, the Harmony Grits (men) and the Village Voices (women).
Article III – Purpose
The purpose of Fearrington Village Singers is to provide rewarding choral singing experiences; enhance the musical capabilities of members; and perform choral music for the benefit of the public. Fearrington Village Singers is organized exclusively for educational purposes in compliance with section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article IV – Membership
Section 1. Eligibility
All residents of Fearrington Village and Galloway Ridge are eligible for membership. Non-residents of Fearrington Village and Galloway Ridge may also be considered by the Board of Directors for membership, after giving priority to residents. A maximum membership may be determined by the Board.
Section 2. Qualifications for Membership
The qualifications, dues, fees, requirements, and responsibilities of members shall be determined by the Board of Directors and communicated to all members. New members shall be required to review these qualifications and responsibilities before joining the organization. Membership is by term.
Article V – Membership Meetings
Section 1. Annual Meeting
An Annual Meeting shall be held in March or April of each year for the purpose of electing officers and conducting such other business that may be determined by the Board of Directors.
Section 2. Special Membership Meetings
Special membership meetings may be called by the Co-Presidents of the organization, or three of the Officers, or by one-tenth of the members.
Section 3. Notice of Meetings
Electronic notices of the purpose, date, time and place of any membership meeting shall be sent to all members at least two weeks before the date of the meeting.
Section 4. Quorum
One-half the number of members in good standing at the time of the meeting shall constitute a quorum for the transaction of any business.
Section 5. Parliamentary Authority
All business shall be conducted in accordance with generally accepted parliamentary procedures, such as Robert’s Rules of Order.
Section 6. Voting Rights
Each member is entitled to one vote on each matter upon which members have voting rights. There shall be no proxy voting.
Article VI – Officers
Section 1. Composition
The Officers of the organization shall consist of two Co-Presidents (one each from Village Voices and Harmony Grits), two Co-Vice Presidents (one each from Village Voices and Harmony Grits), one Secretary (from either group) and one Treasurer (from either group).
Section 2. Nominations and ElectionEach year, the Nominating Committee shall announce to the membership a slate of nominees (one per office) for election at the Annual Meeting no later than two weeks before the Annual Meeting. In addition, any member may, from the floor at the Annual Meeting, nominate additional candidates for any open position, provided that the nominee is willing to serve. Officers shall be elected by a majority of the members present at the Annual Meeting.
Section 3. Responsibilities The Co-Presidents shall:
· Share responsibility for arranging and presiding at Board meetings and developing agendas.
· Determine the calendar for the season.
· Report regularly to the members of their respective choral groups on actions taken by the Board.
· Serve as primary contacts with the Fitch organization and other outside groups. Supervise professional staff; manage a replacement process if needed.
· Oversee the transition from old to new boards, including orientation to job responsibilities.
· Oversee all communications, internally and externally.
The Co-Vice Presidents shall:
· Plan to succeed the Co-Presidents.
· Fill in as needed in the event of their absences or other special circumstances.
· Manage all member events and activities taking place at the Gathering Place, Barn concerts and outside venues.
The Secretary shall:
· Take minutes at board and full membership meetings.
· Prepare and maintain group email rosters for each choral group.
· At the direction of the Co-Presidents, send notices, including term calendars, to members of each choral group, as well as additional communications as needed.
The Treasurer shall:
· Handle all banking transactions.
· Maintain a complete permanent record of all transactions.
· Develop and monitor an annual budget.
· Prepare and maintain membership rosters.
· Report budget status to the Board at every Board meeting and to the full membership at least once per term.
Article VII – Board of Directors
Section 1. General Powers
The business and affairs of the organization, including the hiring of professional staff as needed, shall be managed by its Board of Directors, which is responsible for overall policy and direction. Specific tasks and functions may be delegated as needed to committee heads and other appointed individuals.
Section 2. CompositionThe Board of Directors of the organization shall consist of the Officers (see Article VI, Section 1).
Section 3. Terms of Office
Terms of office shall begin on July 1. All Officers shall serve in their positions for a term of one year, unless the Nominating Committee shall invite an incumbent to serve an additional term or terms. Co-Presidents, if possible, shall first serve at least one year as Co-Vice President and the following year(s) as Co-President.
Section 4. QuorumA majority of the current Officers shall constitute a quorum for the transaction of business.
Section 5. MeetingsThere shall be at least five regular meetings of the Board of Directors each season – two per term plus a joint meeting of the incoming and outgoing Boards after the last public concert in the spring. Special meetings may be called at the request of any two Officers. The Board may take action without meeting if the Officers unanimously approve the proposed action via email or other technology. The action will be documented in the minutes of the next Board meeting.
Section 6. VacanciesConstraints imposed by any Officer’s capabilities or availability to serve may create vacancies that might remain unfilled temporarily, altering the composition of the Board of Directors. Should such altered composition prove to be problematic, it shall be remedied at the Board’s discretion by appointment or election to fill the unexpired term at the earliest opportunity.
Section 7. Removal
Any Officer may be removed from the Board, with or without cause, by a two-thirds majority vote of the Board of Directors at any regular meeting or any special meeting of the Board called expressly for that purpose.
Article VIII – Committees and Administrative Positions
Section 1. Nominating
In January of each year, the Co-Presidents shall appoint a Nominating Committee to develop a single slate of candidates, consisting of one candidate per office, for Officer positions for the following season. The Nominating Committee shall consist of a Chair (a past Officer) plus four additional members. The position of Chair shall alternate annually between the Harmony Grits and the Village Voices. The additional committee members shall be two from each choral group. Members of the Nominating Committee shall not be eligible to be nominated for any of the positions for which they are seeking candidates.
Section 2. Other Committees and Appointed Positions
Committee chairs and other administrative positions shall be appointed by July 1 by the incoming Co-Presidents to serve one-year terms. Individuals in these positions may serve unlimited successive terms. These positions may include, but are not limited to, the following: Section Leader, Librarian, Music Selection Chair, Publicity Chair, Social Co-Chairs, House Manager, Stage Manager, Technical Support and Ticket Co-Chairs.
Section 3. Section Leaders
At the direction of the Co-Presidents, Section Leaders shall be chosen by the members of their respective sections before July 1, to serve the following season.
Article IX – Finance
Section 1. Fiscal Year
The fiscal year of the organization shall begin on the first day of July of each year and shall end on the thirtieth of June of the following year.
Section 2. Accounting
The Treasurer shall maintain a checking account at a local bank with signature authority as determined by the Board of Directors. The Board shall develop, and the Treasurer shall implement, a document of financial policies and procedures.
Section 3. Annual BudgetEach year, after all spring concert proceeds are deposited and related bills paid, the Treasurer shall develop, and the Board of Directors shall approve, an annual budget for the next year, beginning July 1.
Section 4. Revenue
The Board of Directors shall have the authority to charge membership dues and solicit other forms of voluntary financial support to meet the needs of the organization. All such funds shall be used exclusively to further the purposes of the organization.
Section 5. ExpendituresThe Board of Directors shall set discretionary guidelines and authority limits for approval of the expenditure of funds. No board member shall obligate the organization beyond these limits without the approval of a majority of current board members.
Article X – Amendments of the Bylaws
These bylaws may be temporarily waived, amended or repealed, or new bylaws adopted, at any time by the Board of Directors, subject to approval by a simple majority vote of the membership at a meeting called for such purpose.
Article XI – Dissolution and Distribution of Assets
In the event of the dissolution of the organization, the Board of Directors, after paying or making provision for the payment of all liabilities of the organization, shall develop and execute a plan for the disposal of all remaining assets to a voluntary organization engaged in choral singing, subject to approval by the full membership at a meeting called for such purpose.