BYLAWS

THE HARRY JACOBS CHAMBER MUSIC SOCIETY, INC.

The Harry Jacobs Chamber Music Society, Inc. (hereinafter “the Society’) is a non-profit corporation, created under the laws of the State of Georgia dedicated to the presentation of chamber music in the Central Savannah River Area (CSRA) and providing for the general education of the public about chamber music.

 

ARTICLE I: MEMBERSHIP

 

All holders of a season subscription to The Society shall be members of the Society. Individuals who purchase a season subscription after the beginning of the season shall be deemed members for the balance of the season. Members may serve on boards and committees of the Society and may participate in membership activities. Membership shall be for one fiscal year and may be renewed continuously.

When an individual becomes a member, he/she shall be notified of his/her membership privileges and shall receive a notice of all society events and activities.

ARTICLE II: BOARD OF DIRECTORS

Section 1. Composition

A.     The Board of Directors (hereinafter “the Board”) shall consist of eleven members.

B.     The Artistic Director(s) shall serve on the Board ex-officio and shall not be entitled to vote.

C.     No employee of the Society may be a member of the Board, and no Board Member may derive a profit from the programs or activities of the Society.

D.    The Board shall oversee the operations of the Society, and it is the only entity with authority to set the policy of the Society, to authorize the expenditure of funds of the Society, and to bind the Society to third parties.

E.     Members of the Board shall be listed in all major programs and publications of the Society.

F.      Board Members shall not receive compensation for their services, but the Board may authorize reimbursement of expenses incurred in the performance of their duties.

Section 2. Terms

A.  The Board Members shall be elected at the Annual Meeting of the membership for a three-year term to begin June 1st. 

B.  Members of the Board may serve only two (2) consecutive terms without a break in service.

Section 3. Vacancies

When a vacancy occurs on the Board, the Board may appoint a replacement to complete the term of his/her predecessor.

Section 4. Obligations

All Board Members are required to fulfill the following obligations.

A.  Purchase a minimum of one ticket to every event or fund raiser sponsored by the Society.

B.  Attend scheduled Board meetings.

C.  Serve on at least one (1) committee of the Society during their term.

ARTICLE III: MEETINGS

Section 1. Schedules

A.  The Board shall meet six (6) times a year; once prior to each concert.

B.  A schedule of the meetings shall be forwarded to the Board at the beginning of each fiscal year.

C.  Subject to the notice requirement, special meetings may be called by the President or any three (3) members of the Board.

D.  An Annual Meeting of the membership shall be held, no later than April 30th of each year, at which time the election of the Board Members for the next year shall take place.

Section 2. Quorum

A.  A simple majority plus one of the Board shall constitute a quorum.

B.  Unless otherwise provided herein, action shall require a simple majority vote of those present.

C.  When immediate action is necessary, a telephone vote or an e-mail vote by the Board will be taken.  If the vote is by telephone or by e-mail, the Secretary shall contact each Board Member and read or e-mail the proposed motion being placed for a vote. The Secretary shall record the votes and keep the written record.

Section 3. Notices

A.  Notice of all meetings of the Board shall be given at least seven (7) days prior to the meeting.

B.  Notice of the Annual Meeting of the membership shall be given at least fourteen (14) days prior to the meeting and shall include the proposed slate of Board Members.

C.  An agenda for each meeting, prepared by the President, shall be forwarded to each Board Member with the notice of the meeting. Any Board Member may place an item on the agenda by making a request to the President.

ARTICLE IV: OFFICERS

Section 1. Eligibility

A.  Officers shall be elected from members of the Board and shall serve for a term of two (2) years.

B.  Officers may serve for two terms without a break in service.

C.  Election to another office shall be considered the first term of service.

D.  It shall be the duty of each officer to maintain records of the officer’s activities, which shall be passed on to his/her successor.

Section 2. Officers and Their Duties

A.  President

The President shall be the chief executive officer of the Society and shall preside at all meetings of the Board. The President is responsible for establishing a board meeting schedule for the year in coordination with the Artistic Director(s).

(i)  The President shall be an ex officio, non-voting member of all committees.

(ii) Unless otherwise specified in these bylaws, the President shall have charge of and control over the affairs of the Society subject to the approval of the Board.

(iii) The President shall appoint the chairperson of all committees except where the bylaws specify otherwise.

(iv) The President may form such ad hoc committees as he/she deems beneficial to the operation of the Society.

 

B.  Vice-President

The Vice-President shall assist the President in carrying out the duties of the President. The President shall delegate and assign duties to the Vice-President as deemed necessary. In the absence of the President, the Vice-President shall assume the responsibilities and duties of the President.  The Vice-President shall be the Chair of the Membership Committee.

C.  Secretary

The Secretary of the Society shall have the following duties:

(i)   Keep the minutes of all meetings of the Board;

(ii)  Maintain custody of all records and official papers of the Society;

(iii) Provide all notices for meetings of the Board and the membership;

(iv) Handle such official correspondence as may be delegated by the President.

 

D.  Treasurer

The Treasurer shall have the following duties:

(i)            Serve as the liaison between the Board and the Society’s Financial Advisor.

 (ii)  Act as the custodian of all financial documents, funds and securities of the Society;

(iii) Oversee all insurance and tax payments in a timely fashion;

(iv)  Ensure the filing of such financial returns as may be required by Federal and State authorities

(v)  Prepare a budget for the fiscal year with the assistance of the Artistic Director(s);

(vi)  Submit a report of all financial transactions of the Society to the Board at each of their regular meetings.

 

ARTICLE V: COMMITTEES

Section 1. Nominating Committee

A.  The Nominating Committee shall consist of:

(i)  The most Immediate Past President or if he/she is unavailable, the most recent Past President preceding him/her;

(ii)  One (1) member to be appointed by the President;

(iii) One (1) member to be appointed by the Board.

 

B.  The President's appointee will convene the Committee no later than January 1. The Committee shall elect its chairperson.

 

C.  The members of the Committee shall serve for a one (1) year term and may succeed themselves for one term.

           

D.  The Committee shall obtain the consent of candidates prior to their presentation to the Board.  The Committee shall present a slate of nominees for all elected positions to the Board for approval at the next to the last scheduled meeting of the Board each season. 

 

E.  The slate of proposed nominees shall be presented to all members of the Society at least fourteen (14) days prior to the Annual Meeting.

 

Section 2. Music Committee

 

A.  The Music Committee shall approve a proposed performance roster for the next season for approval by the Board.

 

B.  The Artistic Director(s) shall be the chairperson(s) of the committee and may vote to break a tie.

 

C. The Music Committee will consist of two (2) members from the Board and two (2) members from the Society membership selected by the Artistic Director(s).

 

Section 3. Hospitality Committee

 

The Hospitality Committee shall arrange and coordinate the hosting, housing, and transportation in the CSRA of the visiting ensembles.

 

Section 4. Membership Committee

 

The Membership Committee shall be charged with keeping the membership informed about activities, projects or plans of the Society, for soliciting additional members, and for promoting the good will of the membership.

 

Section 5. Additional Committees

 

A.  The Board may create special committees, ad hoc committees and any other committees necessary for the operation of the Society without amending the Bylaws.

 

B.  The President shall appoint the chairpersons and the members of such committees from amongst the membership.

 

 

ARTICLE VI: STAFF

Section 1. Artistic Director(s)

A.  The Artistic Director(s) shall be charged with the day to day operations of the Society, subject to approval and review by the Board.

B.  The engagement of the Artistic Director(s) shall through a contractual agreement approved by the Board.

C.  The Artistic Director(s) shall:

(i)  Be responsible for the implementation of the decisions of the Board and for the routine activities of the Society.

(ii)  Be responsible for engaging artists, national, international, or local for performances in the CSRA as approved and budgeted by the Board.

(iii)  Coordinate the activities of the Society with local groups and organizations and especially Augusta State University.

(iv)  Perform such other activities as authorized by the Board.

 

D.  The Artistic Director(s) shall serve on the Music Committee, the Hospitality Committee, and in any other capacities authorized by these bylaws or the Board.

 

Section 2. Other Employees

The Board may employ and compensate individuals as necessary to administer the operations of the Society.

ARTICLE VII: GIFTS AND CONTRIBUTIONS

Section 1. Tax Deductibility

The Board shall ensure that the Society shall not undertake any endeavor which may jeopardize the tax deductibility of gifts and contributions to the Society.

Section 2. Endowment

The Board may create an endowment fund, which shall receive gifts and contributions earmarked to be held in trust, with specific restriction on the use of the principal and revenues. The endowment shall be managed according to terms approved by the Board.

ARTICLE VIII: FISCAL MANAGEMENT

Section 1. Fiscal Year

The fiscal year of the Society shall be June 1st through May 31st of the following year.

Section 2. Budget

A.  The Board shall consider and approve a budget for the fiscal year, presented by the Treasurer with the assistance of the Artistic Director(s). The budget will be presented for approval no later than the planning meeting for the final concert of the season.

B.  Unless specifically included in the approved budget, all expenditures of funds must be approved by the Board.

Section 3. Financial Report

The Treasurer shall monitor all financial transactions of the Society and submit a report of same to the Board and the membership at each of their regular meetings.

Section 4. Financial Institutions

A.  The funds of the Society shall be held in financial institutions approved by the Board.

B.  The Board shall designate the individuals authorized to sign checks or transact any other business with these financial institutions.

 

C.  All checks for amounts above limits set by the Board must be signed by two (2) authorized individuals.

 

Section 5. Bonds

 

A.  The Board may require that individual officers and/or employees be bonded and shall establish the amount of the bond.

 

B.  The Society shall pay the expenses of obtaining such bonds.

 

Section 6. Audit

 

A.  The Board may engage an independent certified public accountant to conduct an annual audit. The Treasurer shall assist the auditor and provide him/her with all necessary financial records.

 

B.  The results of the audit shall be submitted to all members of the Board.

 

ARTICLE IX: DISSOLUTION

In the event of the voluntary or involuntary dissolution of the Society, the remaining asserts of the Society, after the payment of all outstanding obligations of the Society, shall be distributed to other non-profit organizations with goals similar to the goals of the Society, as determined by the Board.

ARTICLE X: MISCELLANEOUS

Section 1. Rules of Conduct

All meetings of the Society shall be conducted pursuant to Robert’s Rules of Order, unless otherwise provided for in these bylaws.

Section 2. Removal of Board Members & Officers

A.  The Board may remove any Board Member or Officer who fails to fulfill the duties of the position or whose behavior may cause harm to the Society or its reputation.

B.  A Board member may propose the removal of Board Member or Officer in a regular or special meeting of the Board.

C.  Notice of a proposed removal of a Board Member or Officer shall be served to the Board and the implicated Board Member or Officer, at least 10 days before the meeting in which the proposal is to be considered, with a brief explanation about the reason for the proposed removal.

D.  The implicated Board Member or Officer shall have the right to defend himself/herself at the meeting.

E.  A 2/3 (two thirds) majority of the Board voting in favor of the proposal is required to remove the Board Member or Officer.

Section 3. Amendments 

A.  These bylaws may be amended by the Board at any regular or special meeting of the Board by a two-thirds majority of Board Members present.

 

B.  Proposed amendments shall be provided, in writing, to the Board at least seven (7) days prior to the meeting where they will be considered and voted on.

 

C.  Amendments to the bylaws that are initiated by the Board will be submitted to the General Membership annually as information.

 

Section 4. Indemnification

 

The Board Members and Officers shall be indemnified by the Society for their actions taken in good faith, to the greatest extent authorized by Georgia law.

 

Section 5. Professional Services

 

The Board may engage the services of an attorney, a certified public accountant, and investment consultant or any other professionals to assist in managing the affairs of the Society.

 

Adopted by:                                                     Date: