PREAMBLE
It is the objective of this organization to introduce the general public to
authentic and contemporary Chinese music and music from different cultures,
in particular choral music. Our mission is to bring about understanding and
appreciation of Chinese culture, and to facilitate cultural exchange and
integration between the mainstream American and Chinese cultures. The
organization achieves its objective through public offering of its annual
concert, participation in community multicultural art festivals, supporting
other Chinese performing art organizations by helping with publicity and
marketing of their programs, and charity performances for various community
groups, such as local senior homes, religious congregations, etc.
ARTICLE I: NAME and OFFICE
Section 1---Name. This corporation shall be known as: “Silicon Valley Ai-Yue
Chorus”. Ai in Chinese stands for passion and Yue for music.
Section 2---Office. The current principal location of operation of the
corporation is in the City of San Jose in the State of California. The
corporation may also maintain offices at such other places as the Board of
Directors may, from time to time, determine.
ARTICLE II: PURPOSE
Section 1---Purpose. This corporation is organized exclusively for
charitable and educational purposes. The specific purpose of the corporation
is stated in the mission statement in Preamble above.
Section 2---No private inurement. No part of earnings of the corporation
shall inure to the benefit of or be distributable to its members, directors,
officers, or other private parties, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in Section 1 hereof.
Section 3---No lobbying. No part of the activities of the corporation shall
be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, this corporation
shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the purposes of the
corporation.
Section 4---Dissolution. Upon the dissolution of the corporation, assets
shall be distributed for one or more exempt purposes with the meaning of
section 501(c)(3) of the Internal Revenue Code, or the corresponding section
of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any
such assets not so disposed shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the corporation
is then located, exclusively for such purposes or to such organizations, as
said Court shall determine, which are operated exclusively for such
purposes.
ARTICLE III: MEMBERSHIP
Section 1---Qualification and Obligations. Any individual or institution
supporting the goals and objectives of this organization as enumerated in
Preamble, and who agrees to abide by these bylaws and pay dues, is eligible
for membership.
Section 2---Guidelines of Conduct. Every member is expected to attend
regular weekly practice sessions in preparation for the annual concert or
for any other performances. In events of unavoidable absence from the
practices, members carry the responsibility to inform an officer in charge.
No members should conduct any political campaign or propaganda within the
capacity of the corporation.
Section 3---Dismissal. A member shall be dismissed by a vote of the Board
for violations of the guidelines and/or failure to fulfill the obligations.
Two thirds of the votes shall be required to authorize a dismissal. A quorum
shall be present.
Section 4---New Members. Prospective individuals shall be given
opportunities to attend weekly practice sessions before joining. An informal
audition shall be required. A membership registration form should be
submitted. The Bylaws of the corporation shall be made available to new
members for information about the corporation and members’ right and
obligations.
Section 5---Equal Opportunity. No member shall be discriminated against
because of race, religion, color, gender, age, disability, national origin,
or any other basis to the extent prohibited by federal, state, or local law.
Section 6---Motions by the Membership. The SVAY members all hands meeting
should have the final authority regarding any important issues (including
but not limited to the mission of the chorus, financial management, etc.).
If one fifth of the members propose an idea, it should be submitted as a
proposal and should be thoroughly discussed at the all hands meeting. If it
is approved by two thirds of the registered members, the proposal will
become the chorus’ final resolution.
ARTICLE IV: BOARD OF DIRECTORS (BOD)
Section 1---Duties and Powers. The board shall
be responsible for the control and management of the affairs, property, and
interests of the corporation and may exercise all powers of the corporation,
except as limited by statute. Specifically, the board is responsible for
setting policy, amending bylaws (Detailed procedures are enumerated in the
Article X), and governing the corporation. The board holds the power to
conduct the corporation’s business and to delegate that power as needed to
an agent of the board, usually the executive director.
Section 2---Number of
Directors. The number of the directors of the corporation shall be eleven,
and shall include a chairperson, a vice chairperson, a secretary, and a
treasurer. This number may be increased or decreased by the amendment of
these bylaws, but shall in no case be less than four. The chairperson shall
also be known as the president, and the vice chairperson, the vice
president.
Section 3---Election. The BOD
shall be elected each year by the members using written ballots. Neither
voice votes nor show of hands shall be conducted for the purpose of the BOD
election. The election of the BOD shall coincide with the election of
officers of the corporation, for the body of the board consists of the body
of the officers. The nominee who receives the largest number of votes for a
particular seat on the board shall be elected. Detailed procedures are
enumerated in the Article VII, Section 1 and Section 2.
Section 4---Term of Office.
BOD members shall be elected to a one-year term that begins on the day after
being elected until the election day of the following year, or until his/her
prior death, resignation, or removal. Upon serving a one-year term, the
president can, at most, serve one more term consecutively. No term limits
shall be imposed on any other seats of the board until this provision shall
be amended in these bylaws in the future.
Section 5---Vacancies. Should
the seat of chairperson/president become vacant, the vice
chairperson/president shall assume the seat of chairperson/president for the
unexpired portion of the term. Any other vacancies in the board shall be
filled by appointment of the board for the remainder of the term.
Section 6---Resignation and
Removal. Any director may resign at any time by giving written notice to the
board. Any director may be removed for cause by two thirds of the votes of
the board. A quorum shall be present.
Section 7---Meetings. Annual
meetings of the BOD shall be held face-to-face twice during each term: prior
to beginning of each operation year and at conclusion of the major
activities---for example, the annual concert, for that operation year.
Special meetings of the board shall be held whenever called by the president
or motions of majority of the board. The board meetings shall be open to all
members of the corporation, while only the members of the board shall have
the right to vote. There shall be an all-member meeting to be held after the
annual concert. At the all-member meeting, the president, music director,
and other members of the board shall address the members to conclude the
current term and to give a report of the financial state of the corporation.
The members shall elect the board of directors for the following year at the
meeting. Notice of any meeting shall be given at least one week prior
thereto by written notice delivered by email.
Section 8---Board Action. At
the first board meeting of each term, affairs of the corporation concerning
the ensuing year shall be discussed. An action plan, a budget, and level of
dues for the ensuing year shall be passed by vote of the board. At the
second board meeting, specific agenda dealing with issues emerged during the
operation shall be discussed. Any measures to be taken shall be passed by
vote of the board.
Section 9---Committees. The
BOD may establish committees to take on responsibilities of accomplishing
special projects as they deem necessary.
Section 10---Quorum. At all
meetings of the board, a presence of three quarters of the entire board
shall be necessary and sufficient to constitute a quorum for the transaction
of business, except as otherwise provided by law, the Articles of
Incorporation, or these bylaws. In other words, the quorum for this
corporation consists of three quarters of the members of the board, which is
nine members. Two thirds of votes shall be required to pass all motions made
at the board meetings. Each member of the board shall have one vote. Only
the members who are present at the board meetings shall cast his/her vote.
Section 11---Compensation. No
stated salary shall be paid to directors for their services.
Section 12---Liability. No
director shall be liable for any debt, obligation or liability of the
corporation.
ARTICLE V: OFFICERS
Section 1---Definition. While the BOD acts as
the policy maker that passes legislations which mandate how the corporation
shall conduct its business, the officers of the corporation are executives
who carry out the implementation of the policies. As the body of the BOD
consists of the body of officers, the bylaws concerning the number,
election, term, vacancies, resignation and removal, compensation, and
liability of the officers shall be identical to those for the BOD, which are
enumerated in Article IV.
Section 2---Positions and
Duties.
1. The Executive Director (ED) who is the sitting president of the BOD shall
be in charge of all operations of the corporation. The ED shall devote a
good portion of his/her time and energy to fundraising effort. The ED shall
work closely with the board, the members, and contracted professionals, and
will solicit help from other board member/officers as needed. The ED shall
preside over all meetings of the board and the corporation.
2. The Assistant Director who
is the vice president of the BOD shall act as the Executive Director in
his/her absence. The assistant director shall co-manage the fundraising
activities with the ED. The assistant director shall assist the ED in any
capacity should he/she be called upon.
3. The Treasurer who is also
the treasurer of the BOD shall oversee the financial matters of the
corporation. The treasurer shall ensure that all receipts are deposited in
the appropriate accounts and bills are paid in a timely fashion. The
treasurer shall have the hands-on responsibility of keeping books,
collecting dues and preparing checks. Last but not least, the treasurer
shall be involved in preparing year-end financial statements, tax filing,
and preparing other financial reports as they are requested by the board.
4. The Secretary who is also
the secretary of the BOD shall be involved in all administrative tasks of
the corporation. The secretary shall take and maintain minutes of board
meetings. The secretary shall ensure that all necessary reports and filings
to state and federal authorities are made in a timely matter. The secretary
shall be the keeper of the corporation’s official records.
5. The Resident Music Director
who is a member of the board shall assist the Music Director in various
functions from song selection, to preparation of music scores, to conducting
training sessions on music theory and reading, to organizing regular and
special practices, to recruitment of accompanists. The resident music
director shall assume the duty of the music Director in his/her absence.
6. The Membership Director who
is a member of the board shall be in charge of all business matters
concerning membership. The responsibilities of the membership director shall
include maintaining records of membership registration, updating e-group
database, distributing documents such as bylaws, directory, etc. to members,
keeping track of attendance at regular practices, and more importantly,
recruiting new members.
7. The Public Relations
Director who is a member of the board shall take on responsibility of
increasing visibility of the corporation, enhancing the public image of the
corporation, and continuing to attract talents in collaboration with the
membership director to the corporation. Some specific duties include, but
not limited to, web site maintenance and development, preparation of
marketing materials, and acting as the key contact person for the
corporation with the surrounding community groups and other ethnic
organizations.
8. The Section Leaders for
Soprano, Alto, Tenor, and Bass, who are all members of the board shall take
charge of matters concerning his/her section. The section leaders shall be
the key link between the members of that section and the management of the
corporation. Each leader shall ensure that members of the section are
informed on all matters concerning them and report concerns and problems to
the management. Each leader shall organize and conduct section practices,
and ensure that the performance of the section is in unison with other
sections of the choir. The section leaders shall support the membership
director for an optimal attendance level by encouraging the members of
his/her section to participate in the regular practice.
Section 3---Limit of Authority
in Financial Management
1. For any single expense below $1000, it should be approved by the
financial director (FD) and signed by the FD and the person in charge of
accountant receivable, on the budget sheet for proper records.
2. Any single expense above
$1000, except for the preparations of the annual concert, should be approved
by at least half of the Board of Directors; and any single expense above
$5000 should be approved by at least two thirds of the registered SVAY
members.
3. The budgets for the annual
concert should be reviewed and approved by the Board of Directors.
4. The accounts receivable
should be taken care of by a suitable board member.
ARTICLE VI:
CONTRACTORS
Section 1---Music Director. This corporation shall seek artistic and
technical counseling and instructions, on a regular basis, from a contracted
professional, the Music Director. The music director shall be selected by
the BOD. The term of the contract shall commence on the first day of an
operation year or a day specified in a contractual agreement, and continue
for an undetermined length until either party shall give a written notice of
termination of the contractual agreement. The music director shall receive
monetary compensation for services rendered at a rate determined by the BOD.
The duties to be performed by the music director are generally described as
follows:
1.
Conduct auditions of prospective individuals.
2.
Search and select songs for the annual concert and other performances.
3.
Direct weekly practice sessions.
4.
Provide vocal training and music theory instructions.
5.
Make recommendations on selection of accompanists for regular practice and
performances.
6.
Make recommendations on selection of other performing artists whom the
corporation may seek to hire for ongoing or temporary assignments.
Section 2---Accompanists. This corporation shall employ a contracted
accompanist to assist with the regular weekly practices. From time to time,
other accompanists may be sought for temporary and special assignments. The
accompanists shall be selected by the music director in collaboration with
the resident music director, and approved by the Executive Director. The
term of the contract for the regular accompanist shall commence on the day
specified in a contractual agreement and continue for an undetermined length
until either party shall give a written notice of termination of the
contractual agreement. The term of the contract for the accompanists on
temporary assignments shall be job-specific. All accompanists shall receive
monetary compensation for services rendered at a rate determined by the BOD.
The accompanists shall work closely with and receive instructions from the
music Director to ensure the quality and productivity of each practice
session.
ARTICLE VII:
ELECTION AND VOTING PROCEDURES
Section 1--- Eligibility of membership. Any current member who has paid dues
and actively participated in regular practices for at least three months of
the current year shall be eligible to submit nominations and to vote.
Section 2 – Eligibility of Director of Board candidate. Any current member
who has paid dues and actively participated in regular practices for at
least a year shall be eligible to be nominated.
Section 3 – Voting Procedures. The election shall be held every year. It
should take place once a year in principle, and it should normally happen in
a period shortly following the annual concert.
1. The
nominations for all seats in the board shall be initiated at an earliest
possible time after the annual concert by an announcement from the Election
Committee via email. The nominations shall be submitted from eligible
members by email to the e-group in the subsequent days for a period of two
weeks, or otherwise determined by the Election Committee, but no sooner than
one week from the announcement. The retiring Board of Directors and the
Election Committee should communicate with the potential nominees in advance
and announce the availability for duty of potential nominees. A reminder
shall be issued in advance to the members about the specific date and time
of the cut-off of the nomination process. The final nominees shall be
announced via email by the Election Committee immediately after the cut-off
of the nomination proceeding.
2. The
voting shall be accomplished by written ballots, which shall be anonymous.
The voters should register in person. The casting of ballots shall be
conducted at the all-member meeting by the Election Committee. For members
who are unable to attend the all-member meeting to cast their votes,
absentee ballots shall be sent to them via email only after the members have
notified the Election Committee in advance about their absence and expressed
desire to vote. The absentee ballots shall be cast via email to the Election
Committee before the all-member meeting.
3. The
ballots shall be tallied by the Election Committee. A nominee who has
received the largest number of votes for a particular seat shall be the
winner of that seat. The winners shall be given an opportunity to accept or
decline the seats they have been elected for. In the event of declination,
the runner-up for the seat shall be the winner and given the same
opportunity to respond as the original winner, and so on until there is an
acceptance. In the event all candidates are exhausted, the board and the
Election Committee shall fill the position by appointment. The final result
shall be announced via email to all members by the Election Committee.
4. The
Election committee is composed of three members, led by the Membership
Director of the retiring Board, and other two members appointed by him/her.
At least one committee member should be a non-board member. The election
committee’s main responsibilities are: to help the BOD to communicate with
the nominees, to announce nominee list, to tally the ballots, and to
announce the election result to the members.
Section 4---Responsibilities Transfer. The Board-elect shall, within one
month, complete the responsibilities transfer with the preceding Board and
take over the responsibility for all affairs of the corporation. In the case
of important issues and events emerging during the transition period of
time, the preceding board and the new board should make decision together.
ARTICLE VIII: DUES
Section 1---Level of Dues. The level of the membership dues shall be
determined by the BOD each year. The second member of a SVAY family shall
qualify for a 50% reduction of the dues. The third member of a SVAY family
shall qualify to receive a free membership. Seniors and students shall
qualify to receive a 50% discount on the dues at basic level. New members
who join the organization in the second half of an operation year shall pay
a pro-rated level of dues. Special arrangements, such as reduced level of
dues, waiver, late payment, or other measures deemed appropriate by the
board, shall be made for members who undergo financial hardship.
Section 2---Payment. The members shall be expected to fulfill the obligation
of paying dues at the beginning of each operation year. The dues shall be
made payable to Silicon Valley Ai-Yue Chorus. Payment is to be made by
personal check, no cash shall be accepted. The treasure shall be in charge
of collecting the dues.
Section 3---Rights. The membership shall have the right to inquire and
obtain information about the financial status of the corporation. The BOD
shall have the obligation of making the membership informed about the
financial status of the corporation periodically.
ARTICLE IX: FISCAL YEAR
The fiscal year of the corporation shall be the period which coincides with
the period of operation, for state and federal tax purposes. For the current
course of the operation (at the time of writing), this means that the fiscal
year shall begin on September 1st and end on August 31st of the following
year. Should the course of operation be altered in the future, the fiscal
year shall be altered to satisfy the requirement of synchrony.
ARTICLE X: AMENDMENTS TO THE BYLAWS
All matters concerning the policy of the corporation and the Bylaws shall be
discussed and resolved by the BOD. Any amendments to be made to the Bylaws
shall be proposed and announced by the board to solicit input of the
membership, then approved by a vote of the BOD. A two-third of votes of the
BOD shall be required to authorize the amendment of the Bylaws. A quorum
shall be present at the voting. For any dispute on the Bylaws amendment, It
requires at least one fifth of the members to motion a proposal, and an
approval of at least two thirds of the members to become effective. The
voting result should be announced to all members.
The
copy of amended bylaws shall be dated and signed by the board president and
the secretary. Each time the bylaws are amended, a revised copy that
contains the revisions shall be prepared and filed. The amended bylaws shall
be filed with the Internal Revenue Service and the State of California.
IN WITNESS WHEREOF, and acknowledging approval of these bylaws by the Board
of Directors, the President and Secretary of the board affix their
signatures hereto.
