BY-LAWS OF THE
OAK RIDGE CIVIC MUSIC ASSOCIATION, INC.
118 East Division Road
Oak Ridge, TN 37830-6906
(865) 483-5569
orcma.org
Approved by a vote of the Members of the Oak Ridge Civic Music Association
Date
PREAMBLE/PURPOSE
The mission of the Oak Ridge Civic Music Association is to enrich lives throughout our community and support local musicians and composers through the performance of orchestral, choral, and chamber music in its many forms.
ORCMA’s vision is to become a growing and inclusive association of people interested in promoting music education and people interested in the performance of a diverse and inclusive range of orchestral, choral, and chamber music.
The Association’s membership, governance, performers and staff are open to all interested citizens of the greater Oak Ridge area, without regard to race, creed, color, disability, gender, or orientation.
CONTENTS (Click an item to view that topic)
ARTICLE 3. OFFICERS OF THE ASSOCIATION
3.1 OFFICERS AND METHOD OF SELECTION
3.3 DUTIES OF THE VICE-PRESIDENT
3.6 DUTIES OF THE PAST PRESIDENT
ARTICLE 4. THE BOARD OF DIRECTORS
4.4.1 Board of Directors Meetings
4.5.2 Finance and Fundraising Committee
ARTICLE 6. MUSIC ORGANIZATIONS
ARTICLE 7. DISASSOCIATION OF ORCMA COMPONENTS
7.1 DISASSOCIATION INITIATED BY ORCMA
7.2 DISASSOCIATION BY COMPONENT FROM ORCMA
7.3 DISPOSITION OF PROPERTY AFTER DISASSOCIATION
ARTICLE 8. DISSOLUTION OF ORCMA
ARTICLE 1. NAMES
The name of the organization shall be The Oak Ridge Civic Music Association, Inc., abbreviated as ORCMA and hereinafter referred to as ORCMA or the Association. The organization shall be incorporated as a nonprofit [501(c)(3)] entity under the laws of the United States of America and the State of Tennessee. The governing body of the Association is called the Board of Directors, hereinafter referred to as the Board. Except as otherwise designated, the Association’s staff, as needed, is led by an Executive Director.
ARTICLE 2. MEMBERSHIP
2.1 MEMBERSHIP FOLLOWS THE ORCMA FISCAL YEAR
The ORCMA Fiscal Year (hereinafter referred to as “fiscal year”) begins on July 1 and ends on June 30 of the following year. All season subscriptions and memberships (Section 2.2.1) that are annual shall coincide with the fiscal year.
2.2 VOTING MEMBERS
The members described in this Section shall have full voting privileges in the Association when an Association-wide vote is needed (e.g., annual meetings or special meetings called by the President).
2.2.1 Regular Members
Anyone who purchases an adult season ticket to one or more of the regularly scheduled concert series of ORCMA thereby becomes a regular member during the membership year in which that (or those) concert series is (or are) performed.
2.2.2 Patrons
Anyone who contributes $100 or more becomes a Patron member for the membership year in which the contribution is made.
2.2.3 Performing Members
Music directors and members in good standing of any of ORCMA’s musical components shall be performing members of the Association. Each musical component shall define by its own rules and guidelines who its members are, and shall provide to the ORCMA Board President a current list of its members within 120 days from the beginning of the fiscal year.
2.2.4 Honorary Life Members
Honorary Life Membership may be awarded by vote of the Board in recognition of outstanding service to the Association. It is intended that this category of membership be extremely limited in number. Honorary Life Members may receive complimentary tickets at the discretion of the Board.
2.3 NON-VOTING MEMBERS
The types of members described in this section do not have voting privileges in ORCMA.
2.3.1 Student Members
Any bona fide full-time student age 18 and under may become a Student Member by purchasing a season student ticket to one or more of the regularly scheduled ORCMA concert series.
2.3.2 Associate Members
The Board may designate honorary members at its discretion who shall be Associate Members of the Association.
ARTICLE 3. OFFICERS OF THE ASSOCIATION
3.1 OFFICERS AND METHOD OF SELECTION
The officers of the Association shall be the President, Vice President, Secretary, Treasurer and immediate Past President. Officers must be elected members of the ORCMA Board during their terms of office. The Immediate Past President retains Board membership even if his/her term has otherwise expired.
Candidates for office shall be nominated by a Nominating Committee appointed by the President and approved by the Board.
Officers are elected by the Board following the election of new Board members at the annual meeting. Election shall be by a majority vote of a quorum (defined in Section 4.4.1) of the new Board. The outgoing President shall preside over the election of the new officers. The new officers shall assume the responsibilities of their office immediately following the election.
The term of office for ORCMA officers shall be for approximately one year from the annual meeting at which they are elected. They may be re-elected at the discretion of the Board.
If any ORCMA officer is unable to complete his/her elected term, the Board shall elect a replacement from the current Board membership to fulfill the remaining term of the vacated office. The election shall be in a manner consistent with this article, with the current President presiding.
3.2 DUTIES OF THE PRESIDENT
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The President shall be the chief executive officer of the Association with immediate management responsibilities for Music Director(s), Executive Director, and other paid staff of ORCMA.
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The President shall, with the Treasurer, sign all contracts obligating the Association. The President may authorize others to sign contracts up to $500 for specified purposes, within budget authorization.
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The President shall preside at all meetings of the full Association membership, Board, and Executive Committee of the Board.
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The President shall have the authority to sign all checks or other instruments of fiscal disbursements in the absence of the Treasurer. Absence is construed as meaning inability, for any reason whatsoever, to perform the routine responsibilities of office at the time when needed.
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The President shall negotiate the contracts with the Music Director, Chorus Director and Executive Director, and any other paid staff or contractors that ORCMA may engage (See ORCMA Standard Operating Procedures for contract templates). The President shall consult with ORCMA members representing the relevant musical components. Such contracts must be approved by a majority vote of a quorum of the Board. No proxies will be allowed in the vote. During the first negotiating session, the President shall notify the current or prospective Music Director(s) of the musical components of the following issues, stating that:
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The Board must approve any resulting contract;
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The contract returned by the Board might differ from the one that the parties negotiated.
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Negotiations shall continue until the process yields a contract acceptable to the Music Director(s) and the Board. If a contract is not signed by the beginning of the fiscal year on July 1, then negotiations shall be terminated.
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The President may call special Board, Executive Committee, or ORCMA general membership meetings.
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The President shall appoint the chairs of all committees, except in cases where these By-Laws specify otherwise, and perform such other duties specified in other sections or articles of these By-Laws.
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The President shall be an ex officio member of all committees.
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The President shall appoint a replacement to fill any vacancy occurring on the Board, with such appointment being subject to approval by the Board in accordance with Article 4, Section 4.4.1. The appointed replacement must be a voting member of ORCMA as defined in Article 2, Section 2.2, or become so prior to taking office. The President may, at his or her discretion, defer the replacement of a Board member until the replacement may be elected in a regularly scheduled election.
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The President shall appoint a Nominating Committee (Section 4.5.3) to nominate candidates for election to the Board.
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The President may appoint, from the ORCMA membership, representatives to any association of local or regional arts organizations.
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The President is responsible for the submission of summary report(s) to the Board, the Tennessee Arts Commission and the Internal Revenue Service at the end of his/her term of office or when otherwise required. The report shall contain a summary of the financial condition of ORCMA and sections addressing problems and making recommendations. Topics shall include Performances (with subsections addressing the Oak Ridge Symphony Orchestra, the Oak Ridge Chorus, Music Direction, and the Chamber Series); Membership; Fundraising; Music Education and Community Outreach; and other topics at the President’s or recipient’s discretion. The President may delegate the summaries to another officer, the Executive Director, or to relevant committee chairs.
3.3 DUTIES OF THE VICE PRESIDENT
The Vice President shall assume the duties of the President in the President’s absence and shall assist the President when necessary. The President may assign to the Vice President such special duties, as he/she deems appropriate, such as chairing one or more of the Board committees.
3.4 DUTIES OF THE SECRETARY
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The Secretary shall keep minutes for all meetings of the Association and of the Board, excluding committee meetings.
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The Secretary shall record in the minutes of the regular monthly Board meeting preceding the Annual Meeting, as required by the Charter of Incorporation, the date when the election of officers and new Board members is scheduled.
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The Secretary, through the Executive Director, shall maintain an on-going record of the terms of members of the Board.
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The Secretary, through the Executive Director, shall provide current copies of the By-Laws, Board membership and contact information, Strategic Plan and access to approved web-site archives to all ORCMA Board members at the initiation of their term and to any ORCMA Member who requests them.
3.5 DUTIES OF THE TREASURER
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The Treasurer shall be responsible for the collection and disbursement all funds of the Association as directed by the Board, and records thereof. He/she shall devise and implement, with the concurrence of the Board, procedures for handling funds and negotiable instruments to ensure that major receipts and disbursements are independently witnessed and verified. These duties may be delegated to volunteer or paid accountant(s) with concurrence of the Board.
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The Treasurer shall submit monthly financial reports at Board meetings and an annual report at the end of the fiscal year [as defined in Article 2, Section 2.1]. The monthly reports shall indicate the year-to-date allocation of expenses and income, value of endowments or other invested funds and net worth of the Association in an applicable format. Annual reports at the end of the fiscal years should show a balance sheet or equivalent statement setting forth the net worth of the Association.
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The Treasurer shall submit to the Board of Directors a review of financial practices made by a Certified Public Accountant after the end of each fiscal year or at the time(s) designated by the Board when such expenditure is authorized by the Board (see Article 5, Section 5.3).
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The Treasurer shall, with the President, sign all contracts authorized by the Board.
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The Treasurer shall be a voting member of the Finance and Fundraising Committee.
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The Treasurer shall be bonded in an amount determined by the Board and at the expense of the Association.
3.6 DUTIES OF THE PAST PRESIDENT
The immediate Past President is a voting member of the Board who serves in an advisory capacity to the Board based on his/her experience on the Board and in the presidency.
ARTICLE 4: THE BOARD OF DIRECTORS
4.1 VOTING MEMBERSHIP
The Board of Directors shall consist of the following voting members (Section 2.2):
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Eighteen elected members, six of whom are elected annually for three-year terms by the voting members of the Association as defined in Article 2, Section 2.2, by voice or secret ballot (if necessary) at the Association’s Annual Meeting, one vote per attending member. A quorum of all Association members is not required.
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The immediate Past President, whether or not his/her three-year term has expired.
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Two representatives of each musical component of the Association to be selected by the component.
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The Music Director(s) of the Association’s musical component(s) shall be non-voting, advisory members.
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There can be an unspecified number of Advisory Board Members who serve without a vote. These are volunteers whose service is approved by the Chairperson of the Advisory Board.
4.2 ELECTION OF BOARD MEMBERS
The Nominating Committee appointed by the President (Section 3.2.10) shall choose nominees for election to the Board.
All persons elected to the Board under Article 5, Section 5.1 must be (or become upon election) regular members of ORCMA as defined in Article 2, Section 2.2.
4.3 BOARD SERVICE
A member of the Board who has failed to attend three or more consecutive Board meetings without extenuating circumstances may be replaced at the recommendation of the President and with the approval of the Board.
Members of the Board of Directors may volunteer for re-election to the Board for up to two additional three-year terms for a total contiguous period of service not to exceed nine years, as documented by the Secretary [Section 3.4(3)].
4.4 DUTIES
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The Board controls all matters relating to the management of the Association and gives consideration to the wishes of the membership in matters of general policy.
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The Board approves the budget of the Association. The target date for the approval of the budget for the succeeding ORCMA fiscal year shall be as required by the Tennessee Arts Commission or other grant-making institution.
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The Board employs a Music Director for overall artistic guidance and to conduct the Symphony Orchestra, a Chorus Director, an Executive Director, and other paid contractors of ORCMA.
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The President shall appoint, as needed, a search committee for the specific purpose of selecting suitable candidates for the position(s) of Music Director, Chorus Director, and Executive Director for referral to the ORCMA Board’s review and final selection. The ORCMA Board shall establish the budget for the search and monitor the selection process.
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The Music Director and Chorus Director search committees shall consist of three members from the ORCMA component whose director is under consideration, one of whom shall be the President of that organization (if so designated); two unaffiliated members from the voting membership of ORCMA, not necessarily ORCMA Board members; and a representative from the other musical component.
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A Music Director or Chorus Director search committee, in the performance of its function, may use other advisory resources as considered necessary
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The Executive Director search committee shall consist of three Board members appointed by the President, who serves on the committee as a non-voting member.
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The Board shall approve the contracts for the Music Director, Chorus Director and Executive Director and monitor their performance in fulfillment of their contractual obligations and these By-Laws. See ORCMA’s Standard Operating Procedures for content and format of contracts.
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The Board shall be responsible in matters involving termination and bonuses.
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The Board shall establish performance criteria for the Music Director, Chorus Director and Executive Director.
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To this end, the ORCMA President shall appoint an ad hoc Personnel Committee at no more than three year intervals to review the performance, including polling members of the ORCMA component whose Director is being evaluated and representatives of the general membership, and to consider other matters that might affect an evaluation. This Committee shall consist of:
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The President or other designee of the ORCMA music component whose director is being evaluated.
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One board member each from other ORCMA musical components.
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Two members of ORCMA at large.
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In cases of questioned poor performance, the ad hoc Personnel Committee shall prepare a written report to the Board, recommending an evaluation rating for each performance criterion, providing a narrative for each criterion, and presenting other matters that it considers appropriate for a fair performance evaluation.
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The Board shall meet in private session to consider the evaluation of an ORCMA Music Director, Chorus Director or Executive Director.
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The Music Director, Chorus Director, or Executive Director shall not be present at any Board proceeding that considers any matter relating to his/her job performance or to the job performance of another director. The committee may, however, solicit opinions from other directors.
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The Board shall consider the ad hoc Personnel Committee’s report and other matters that it considers necessary for a fair evaluation of the director.
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The Board shall prepare an evaluation report that the President presents to the director. The report shall become a permanent record in the director’s personnel file.
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The director may offer comments regarding his/her evaluation. These comments shall become a part of the evaluation record and a permanent record in the director’s personnel file.
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The Board approves or disapproves appointments by the President to fill vacancies on the Board; approved appointees take office immediately.
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The Board, on an annual basis, shall set season subscription prices, individual ticket prices, refund policy, and categories of donations (patronships) as recommended by the Finance and Fundraising Committee.
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The Board meets each month, unless the Board cancels a specific meeting. The Board may not cancel more than two meetings in any fiscal year without a meeting of the general membership for the express purpose of waiving the rules.
4.4.1 BOARD OF DIRECTORS MEETINGS
All meetings of the Board shall be open to the general ORCMA membership, with the exception of meetings that consider the discipline or evaluation of employees. Members of the public and the ORCMA general membership may request permission from the presiding officer to address the Board.
The presence of a majority of the voting members of the Board shall constitute a quorum, and a majority vote of the quorum shall be sufficient to adopt any measure with the following exceptions:
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Disassociation, Article 8, shall govern motions to disassociate a musical component or the Association.
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A ¾ affirmative vote is required to withdraw any principal of the Endowment Fund.
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These By-Laws shall govern the disposition of motions and other actions specifically defined in these By-Laws.
Robert’s Rules of Order shall guide all actions of the Board.
4.5 COMMITTEES
There shall be for three standing committees, Executive, Finance & Fundraising, and Nominating, and an unspecified number of ad hoc committees.
The ORCMA President shall appoint the chairpersons of committees, except as stated otherwise in these By-Laws. The chairpersons of standing committees must be members of the ORCMA Board, and report to the Board. Members of committees shall be members of good standing in ORCMA but need not be members of the Board. Involvement of members at large in committees is encouraged. Ad hoc committees may be appointed for specific tasks, and need not be composed of Board members but shall report to the Board.
The ORCMA President may replace the chairperson of any committee.
Chairpersons may organize subcommittees and appoint vice chairpersons, subcommittee chairpersons and other members, as they deem appropriate. Except as otherwise specified, such appointees need not be members of the Board. The terms of the standing committees shall be coincident with the fiscal year.
4.5.1 Executive Committee
The committee exists for the purpose of developing policies for approval by the Board, managing the affairs of ORCMA between regular monthly Board meetings, and developing and recommending to the Board for its approval such actions as it may deem to be in ORCMA’s best interest. The President of ORCMA shall be the Executive Committee Chairperson. The committee shall include: President, Vice-President, immediate Past President, Treasurer, Secretary, Chairperson of the Finance & Fundraising Committee, and one representative each of the orchestra, chorus, and chamber series.
4.5.2 Finance and Fundraising Committee
The committee shall oversee long-range financial planning, perform budget development and analysis, manage ORCMA’s endowment and other invested funds, and periodically monitor the ongoing financial status of ORCMA. Although a balanced annual budget is the goal, there is no requirement for it. Major donations are invested to provide income and financial cushion. The committee shall solicit major funding from within the business community. The committee shall identify grant opportunities, procure necessary information, and submit formal grant proposals. The President of ORCMA shall appoint a member of the ORCMA Board to chair this committee. The Treasurer shall be a member. The Treasurer and committee chairperson should select a minimum of two and a maximum of four additional members; the majority of the committee shall be members of the Board.
4.5.3 Nominating Committee
This committee shall ensure ongoing Association development linked to the mission and vision of the organization. It shall strategically recruit and nominate prospective members for the Board who can fulfill Association needs. It shall produce a slate of nominees for new ORCMA Board members for election at the Annual Meeting. The committee chair shall be appointed by the President and approved by the Board at least four (4) months prior to the Annual Meeting of the Association. Membership shall include a member from each musical component selected by the component. The chairperson shall select an additional ORCMA member.
4.5.4 Other Committees
The Board shall organize other (ad hoc) committeesas the Board or ORCMA President deems necessary to conduct business of the Association. Such committees may serve for a limited, specified period to accomplish a specified task or may be continuing. Such committees include:
Strategic Planning Committee
This committee shall periodically review the Association’s mission and vision, evaluate the Association’s performance toward those goals, and prepare an updated Strategic Plan. Active review shall occur at intervals no longer than every three years. The committee shall work with the Nominating Committee to develop leadership, provide oversight, become actively engaged on committees, support staff and ensure alignment of programs with mission and with needs of constituents. Membership shall represent the range of interests of the Association.
Box Office Committee
This committee develops and staffs the box offices at the Associations concerts, and provides statistics on attendance and money collected.
Membership Committee
This committee periodically reviews attendance at concerts, polls the membership and works to increase ORCMA membership and participation in the Association’s activities.
4.6 PROXY RULES
A Board member who will be absent from a Board meeting may delegate to another Board member the authority to exercise his/her discretion to vote on one or more matters before the ORCMA Board by providing a general or specific written proxy. Proxies are allowed except as restricted in these By-Laws. A proxy holder, to exercise the proxy, must present the proxy to the ORCMA Secretary prior to the meeting during which the proxy is effective. The Secretary announces the proxy to the Board and records the proxy in the minutes of the meeting. Proxies may not be used to satisfy a quorum. Proxies shall be effective for one Board Meeting only. No Board member may exercise more than one proxy at a time.
4.7 EMPLOYED STAFF
The Board may, at its discretion, create such paid positions as it may deem desirable, and engage persons to fill these positions on either a part-time or full-time basis. Whenever any paid staff position is created, the Board shall cause to be prepared, and shall adopt, a written job description that sets forth the duties, responsibilities, and functions of that paid staff position. Paid staff persons shall report to the ORCMA President. ORCMA is an Equal Opportunity Employer.
4.7.1 Executive Director
The duties of the Executive Director shall be presented in a job description negotiated between the new employee and the Executive Committee. The By-Laws require the Executive Director to carry out several duties:
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The ORCMA Executive Director shall notify each ORCMA member of the date, time, and place of the annual general membership meeting at least two weeks prior to the meeting.
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The Executive Director shall prepare a calendar for the fiscal year, identifying key dates requiring Board action.
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The Executive Director shall prepare correspondence pertaining to the Association as requested by the President.
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The Executive Director shall assist the Secretary by ensuring that members of the Board are notified of meeting schedules.
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The Executive Director shall maintain and distribute current copies of the By-Laws to each Board member.
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The Executive Director of ORCMA shall maintain an up-to-date file of each musical component’s organization, including its by-laws, rules and policies (if they have them), which are to be submitted to the ORCMA office by the organization(s). This is because ORCMA is the legal entity for all such musical components.
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The Executive Director shall be responsible for maintaining a fully functional Association office with, for example, Association activity files, business records, business materials, music files, work/meeting spaces, and computer resources. Content of music files is, however, the responsibility of the Music and Chorus directors and their delegated volunteers or contractors (Librarian and/or Personnel Manager).
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The Executive Director shall be responsible for maintaining a record of Association property suitable for insurance purposes.
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The Executive Director shall be responsible for maintaining a file of Policies and Standard Operating Procedures that result from Board and committee decisions and important Association practices. This file is to compliment the By-Laws by including more specific information.
4.7.2 Music Director(s)
The Music Director and Chorus Director are employees of ORCMA, under the supervision of the President and under the general oversight of the Board.
The Music Director and Chorus Director shall:
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Appoint special positions as he/she deems appropriate, such as a concertmaster, librarian, personnel managers, and an accompanist. If paid, these positions are considered contractors of the Association (IRS 1099-MISC). Any remuneration agreements for these special positions shall be pre-approved by the President.
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After consultation with the Programming Committee, have final authority on the contents of music programs under their purview but control production costs so as to remain within the budget approved by the Board.
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Act as the final musical authority on acceptance or rejection of performing members of his/her component. Each director will accept the established membership of the other component in joint concert performances and shall follow standard personnel policies. If any member of a musical component is not available to rehearse and perform a particular concert, then the director conducting that concert (or his/her designee, such as Personnel Manager) shall have the authority to appoint his/her replacement.
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Prepare the rehearsal schedule with the advice of the governing board of his/her music component and obtain approval from the Board of proposed concert schedules.
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Present, upon completion of the estimated budget of income and expenditures for the coming year by the Finance and Fundraising Committee (generally in November preceding the new fiscal year), and with subsequent approval of the Board budget for the coming year, compilations of budget expenditures for soloists, professional assistants, music rental or purchases and other expenses, within such monetary limitations fixed by the Board.
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In person or by delegated contractor, and within the budgetary constraints established by the Board, select and contact guest artists, negotiate fees and other expense items, and submit the particulars to the ORCMA Treasurer for the preparation of contracts. See ORCMA Standard Operating Procedures for contract details.
ARTICLE 5. SPECIAL MATTERS
5.1 ANNUAL MEMBERSHIP MEETING
The Annual Membership Meeting shall take place during the last quarter of the fiscal year.
At a minimum, ORCMA officers and standing committee chairs shall present reports regarding their areas of responsibility. The Nominating and Strategic Planning Committee Chair's report shall be the official announcement of nominees during the election of new or renewing members to the Board of Directors.
For voting purposes, those members in good standing of the Association present at the annual meeting shall constitute a quorum.
5.2 AMENDMENTS TO THE BY-LAWS
5.2.1 Proposal
Proposed amendments to the By-Laws may originate by:
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Simple majority approval by the Board of proposals provided by a special committee of the Board.
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A proposal to the Board by any member(s) of ORCMA, at least 60 days prior to the Annual Meeting, for distribution to the Board at least 30 days prior to the meeting.
5.2.2 Ratification
Ratification of the By-Laws of the Association requires a vote by the general membership as follows:
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A vote to ratify or amend these By-Laws shall require 30 days prior written notice to the ORCMA general membership eligible to vote, and shall require a three-fourths majority vote of the general membership present at the annual meeting.
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A vote to ratify or to amend these By-Laws may be held during the Annual ORCMA General Membership Meeting or during any other meeting of the ORCMA general membership following appropriate notice in compliance with Article 5.2.1. By-law changes shall be voted on in Articles.
5.3 PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order shall govern the Association and all its committees in all cases to which they are applicable except when they are inconsistent with these By-Laws or the special rules of order of the Association.
5.4 CHARTER OF INCORPORATION
The Association was legally incorporated as a non-profit organization in the State of Tennessee October 24, 1960, in Corporations Record Book Volume 0-23, page 1004. Any donations to the Association, excluding the purchase of tickets to concerts or other events, are officially recognized by the United States Department of Internal Revenue as tax deductible donations.
5.5 PROPERTY
All property purchased with Association funds or given to the Association, including computers, office equipment, music, instruments, and all other materials or property items, shall belong to and be the property of the Association. The music components may acquire, hold, and control property such as music instruments, and manage their maintenance, storage, and use. However, any and all such assets are legally the sole property of ORCMA.
The musical components of ORCMA shall prepare and provide to the Board, in the first month of each fiscal year, an inventory of any ORCMA property that is under their care and responsibility, other than music. The inventory shall include the location and condition of each property and any changes in its status since the previous report.
The Executive Director or designate shall maintain the Association’s property inventory.
ARTICLE 6. MUSIC ORGANIZATIONS
6.1 AFFILIATION
The Association may accept, as an affiliated music organization, any organization of performers whose purpose is to support music by being of service to the Association. Such groups may join ORCMA with the approval of two-thirds of a quorum of the Board and a two-thirds majority vote of the ORCMA general membership present at either a specially called meeting or the Annual Membership Meeting.
6.2 RELATIONSHIP TO ORCMA
There are two types of affiliated entities. The first type consists of musical components that exist and operate under the formal auspices of ORCMA. The second is other legally chartered organizations with which ORCMA may develop cooperative programs (such as the Roane Choral Society).
6.2.1 Operating Components
The music entities that are established operating components of ORCMA are the Oak Ridge Symphony Orchestra (ORSO), the Oak Ridge Chorus, the Chamber Concert Series, and the Coffee Concerts Series. The Oak Ridge Youth Symphony Orchestra (ORYSO) and Isotone (music and physics) concert series have historically been under the ORCMA umbrella, but are not active. ORCMA may re-establish these or similar ORCMA musical components, which are subordinate to ORCMA, which holds the formal IRS 501(c)(3) non-profit designation. The by-laws of each musical component (if they exist) must be consistent with these ORCMA By-Laws. The daily operations of the musical components shall be within the policies and budgets established by ORCMA.
Each musical component may adopt such policies and procedures as it determines to be necessary for carrying out its functions and regulate its internal affairs. These are reviewable by the ORCMA Board and Executive Director.
6.2.2 Cooperative entities
Independently chartered organizations with which ORCMA cooperates, such as in joint concerts, have no legal connections with ORCMA unless specific arrangements are made and documented. Such arrangements are reviewable by the ORCMA Board and Executive Director.
6.2.3 Precedence
These ORCMA By-Laws adopted by the membership and other governing rules adopted by the Board shall have precedence over the governing rules of ORCMA musical components.
6.2.4 Severability
Any portion of a music component’s or organization’s governing rules that are inconsistent with comparable ORCMA policies shall be invalid without invalidating the conforming portions. The board of the music organization shall meet upon notification of incompatibilities by the Board to bring the inconsistent elements of governing rules into conformance with ORCMA governing rules. Persistence of inconsistency is grounds for severance from ORCMA.
6.3 BOARD REPRESENTATION
Each musical component may choose a president or other official who shall represent the musical component on the ORCMA Board and committees.
6.4 PAID ADMISSIONS
No musical component of ORCMA shall give performances with paid admissions without the prior consent of the ORCMA Board.
ARTICLE 7. DISASSOCIATION OF ORCMA’S COMPONENT(S)
7.1 DISASSOCIATION INITIATED BY ORCMA
ORCMA may, at its discretion, disassociate from any musical component that is a part of ORCMA. Such a disassociation shall require a two-thirds vote of the Board, and such a vote may be taken only after the membership of ORCMA has been advised in writing by the Secretary of the Association at least 60 days prior to the vote, that such a disassociation vote will be taken. This vote must then be submitted to the membership at either a specially called meeting or the Annual Membership Meeting and must be accepted by a two-thirds majority vote of those present. The musical component shall also be given written notice of intent at least 60 days prior to the scheduled vote that such a disassociation vote has been taken, and shall be given a fair opportunity to appeal to the ORCMA Board. The final action by the ORCMA membership shall be taken only after a prior affirmative vote by two-thirds majority of the votes cast or a simple majority of the voting membership (whatever is less) of the organization considered for disassociation.
7.2 DISASSOCIATION FROM ORCMA INITIATED BY A MUSICAL COMPONENT
A musical component may disassociate from ORCMA by a vote of the members of its organization. A written notice of a vote of disassociation must be given to ORCMA. The request for disassociation will be honored by ORCMA 60 days after submission of the disassociation request. During this time, ORCMA and the component must negotiate in good faith to settle all outstanding issues. Should the request for disassociation remain as a pending matter more than 60 days after notification of ORCMA, the component shall be considered separated from ORCMA. Any financial obligations assumed by ORCMA in support of that component shall devolve to the disassociating organization as of the date of disassociation.
7.3 DISPOSITION OF PROPERTY AFTER DISASSOCIATION
In the event that either ORCMA or one or more of its components undertakes to terminate the existence of a component, and a successor to the component is formed, the disposition of ORCMA property then held, or controlled by, the former musical component shall be arranged by good-faith negotiation between the ORCMA Board and the successor organization. If no legal successor organization is formed within 180 days of the disassociation, all property held by the music or auxiliary organization shall remain the property of ORCMA and may be disposed of in any manner seen fit by majority vote of the Board.
ARTICLE 8: DISSOLUTION OF ORCMA
If for any reason ORCMA is to be dissolved or otherwise terminated, no part of the property of the Association or any of the proceeds from dissolution shall be distributed to or inure to the direct benefit of any of the officers, members, employees or contractors of the Association. Upon dissolution of the organization, assets shall be distributed by the terminal Board of Directors, with preference given to local or regional organizations with missions similar to ORCMA’s.