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An up-to-date copy of the By-Laws can always be found on the GSO Public Shared Drive.
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Page Publish Date: 2024-03-09
Article I. Name of the Organization
The name of this organization shall be the Germantown Symphony Orchestra. It is a non-profit organization incorporated in the state of Tennessee.
Article II. Mission
The mission of the Germantown Symphony Orchestra is to encourage the development of young musicians and to enrich the lives of its musicians and our Mid-South community through the presentation of live music of enduring quality. The organization exists (1) to promote the performance of a wide variety of orchestral and ensemble music; (2) to provide its members with education in theoretical and practical musical skills; and (3) to promote camaraderie through participation in musical productions and entertainment.
Article III. Definitions
In these bylaws, the following terms have the meanings given here:
Article IV. Membership
Section 1. Application Process Musicians desiring to become a Member of GSO may indicate their interest by contacting the Music Director or the Music Director's representative to determine the availability of suitable openings and provide a short resume of their musical experience. The Music Director, at his or her discretion, may invite the musician to audition and/or to participate in one or more rehearsals with the orchestra. When the Music Director is satisfied that the musician has the requisite skills and availability to contribute to the orchestra, he or she will nominate the musician to the Board for membership. Musicians who receive the approval of the Board shall be extended an offer of membership. The musician will indicate his or her acceptance of membership by completing and returning the acceptance and commitment statement provided by the Board.
Section 2. Renewal of Membership Acceptance. Musicians will renew their acceptance of membership in the orchestra annually at the beginning of the concert season by completing and returning the commitment statement provided by the Board.
Section 3. Resignation of Membership. A Member may resign his or her membership in the Orchestra by giving notice to the Board and returning all music provided to him or her.
Section 4. Termination of Membership. The Board may terminate the membership of a musician for cause upon the recommendation of the Music Director or Director.
Section 5. Selection of Concertmaster and Principals. The Music Director may nominate from the Members musicians to serve as concertmaster and principals as appropriate. His or her selections shall be reviewed and approved by the Board, which shall extend its offer of those positions to the approved Members.
Section 6. Guest Musicians. The Music Director or his or her representative may invite one or more musicians to participate in rehearsals and/or concerts as guests.
Section 7. Compensation. Members of the orchestra are not compensated for attending rehearsals or performances of the orchestra. From time to time, it may be necessary to compensate a guest musician, an operations assistant or executive director, and Members may be compensated for specific tasks such as acting as personnel manager, librarian, or equipment manager. Compensation of guest soloists, guest musicians, Members, and other required personnel in these circumstances must be approved by the Board either as a budget item or on an ad hoc basis.
Article V. Governance
Section 1. Board of Directors: The Board shall consist of those persons elected by the Members at a meeting called for that purpose. The Board shall consist of ten persons who are elected for two-year terms. A Director may be elected for a maximum of three successive terms and thereafter may be reelected after a one-year hiatus.
Section 2. Officers: In order to carry out its work, the Board shall select from the Directors who have served as directors for at least one year, Members to serve as president, Vice president, Secretary, and treasurer. These officers shall be responsible for the day-to-day operation of the Organization and shall serve until their successors are selected.
2.1. Responsibilities of the President: A. Presiding at all meetings of the Members and of the Board. B. Serving as chairman of the Board. C. Supervising the business affairs of the orchestra. D. Executing all bonds and contracts on behalf of the orchestra unless otherwise specified by law. E. Calling at least one meeting of the Members and at least four meetings of the Board each year.
2.2. Responsibilities of the Vice President: A. Presiding at meetings of the Members and of the Board in the absence of the President. B. Serving as chairperson of the Nominating Committee. C. Performing other tasks assigned by the President.
2.3. Responsibilities of the Secretary: A. Providing notice to the Members of meetings of the Members and of the Board. Such notice shall provide the date, time, and location of the meeting and include an agenda of items to be discussed. B. Preparing and maintaining a record of the meetings of the Members and of the Board, including the results of any votes taken. C. Maintaining a roster of the Members, the Directors, and the members of any committees appointed by the Board. D. Serving as chairperson of the Concert Production Committee. E. Maintaining copies of the Bylaws and the Policies and Procedures Manual as amended from time to time. F. Handling correspondence for the orchestra as directed by the President.
2.4. Responsibilities of the Treasurer: A. Serving as the custodian of the funds and securities of the organization. B. Paying all bills and obligations of the organization consistent with the approved budget in a timely manner. C. Maintaining the books of accounts of the organization and providing a report to the Board at each of its meetings and to the President as requested. D. Serving as chairperson of the Finance Committee and assisting the Board in the preparation of an annual budget. E. Filing all necessary federal, state, and local tax returns and reports in a timely manner. F. Obtaining an annual review of the books and records of the organization by a qualified professional. G. Receiving and tabulating ballots in any contested election.
Section 3. Meetings of the Members: The President shall call a general meeting of the Members at least once each year in the spring for the purpose of electing Directors, hearing reports from the Board, and transacting all other business that requires the approval of the Members. A simple majority of the membership will constitute a quorum for the general meetings of the Members. The President may call additional meetings of the Members as needed.
Section 4. Meetings of the Board: The President shall call meetings of the Board at least four times each year. The Music Director, Personnel managers, librarian, and equipment manager shall be invited to attend and be heard on any business that comes before the Board. Members are encouraged to attend meetings of the Board. Only Directors shall be entitled to vote on the business of the Board. Any Director or the Music Director may request that an item be included in the agenda for a meeting of the Board. A Director may participate in the meeting in person, by telephone conference, or by video conference. A simple majority of the Directors shall determine the outcome of any vote unless otherwise specified in these Bylaws. Votes may be cast electronically or in person.
Section 5. Notice of Meetings: At least two weeks' notice shall be given to all members of the meetings of Members and of the Board. The notice shall contain the date, time, and place of the meeting and a proposed agenda of items to be discussed.
Section 6. Election of Directors: At any meeting of the Members where vacancies on the Board of Directors have been announced, each Member present at the meeting shall be entitled to vote. A slate of nominees for consideration by the Members shall be presented by the Nominating Committee with the notice of the meeting. Additional Members may be nominated at the meeting by other Members provided that the nominating Member has first secured the nominee’s agreement to serve if elected. If there are no more nominees than available positions, voting may be by acclamation. If there are more nominees than available positions, voting shall be by written ballot. The Treasurer shall receive and tabulate the ballots and report the results to the Members. Those nominees receiving the plurality of votes for the number of positions available shall be elected.
Section 7. Removal of Directors: A Director who fails to attend two consecutive meetings of the Board without excuse or who otherwise fails to participate in the work of the Board may be asked to resign.
Section 8. Vacancies: In the event of a vacancy on the Board, the Board shall appoint a person to fill the remaining term of the Director who has left the Board. This appointed term will not be recorded as an elected term.
Section 9. Policies and Procedures Manual: The Board may issue statements concerning matters not addressed in these bylaws, including attendance, concert dress, decorum, and other matters pertinent to the well-being of the orchestra. These statements shall be compiled into the Policies and Procedures Manual, which shall be published on the orchestra’s website. Members are encouraged to submit written recommendations to the Board. Changes to the Policies and Procedures Manual must be approved by the Board and the Members.
Article VI. Music Director
Section 1. Selection and Compensation. The Music Director shall be engaged by the Board upon terms and conditions approved by the Board.
Section 2. Duties. The Music Director’s responsibilities shall include the following:
Section 4. Termination. The Board may determine not to renew the contract of the Music Director at its conclusion by a simple majority vote. The Board may, at any time, terminate the employment of the Music Director for cause upon the vote of two-thirds of the Directors.
Article VII. Committees
Section 1. Standing Committees. The President, acting as Chairman of the Board, with the advice and approval of the Board, shall appoint the following standing committees:
A. Executive Committee: The officers selected by the Board shall function as an executive committee that may make decisions on behalf of the Board in case of exigent circumstances. This committee shall be chaired by the President.
B. Nominating Committee: This committee, which shall be chaired by the Vice President, shall nominate persons for service on the Board as vacancies arise.
C. Finance Committee: This committee, which shall be chaired by the Treasurer, shall assist the Treasurer in creating and reviewing the annual budget and financial reports to be presented to the Board for approval.
D. Development Committee: This committee shall develop and implement an overall strategy for fundraising and grant applications to ensure the financial health of the Organization.
E. Marketing Committee: This committee shall develop and implement a marketing plan for the organization.
F. Concert Production Committee: This committee, which shall be chaired by the Secretary, is responsible for all logistics surrounding performances of the orchestra, including securing a suitable venue, engaging necessary technicians, and arranging for the transportation of equipment.
Section 2. Other Committees. The President may create other committees as needed with the advice and approval of the Board.
Section 3. Eligibility. Only Members shall be eligible to serve on the Executive, Nominating, and Finance Committees. Members and non-members may be invited to serve on other committees.
Article VIII. Other Provisions
Section 1. Signatory Authority. The officers shall be authorized to sign checks and notes on behalf of the orchestra. Any item in excess of $2,000 shall require two signatures.
Section 2. Fiscal Year. The fiscal year of the orchestra shall begin on July 1 and end on June 30 of the following year.
Section 3. Insurance. The Board shall obtain and maintain adequate liability, casualty, and fidelity insurance.
Section 4. Indemnification. GSO shall indemnify the Directors and hold them harmless from any and all expenses, including attorney fees, incurred as a result of any action, suit, or proceeding against them arising out of their activities on behalf of the organization. No Director shall be liable to the organization for mistakes of judgment or negligence but only for willful misconduct, bad faith, or fraud. The Directors shall bear no personal liability for the financial undertakings of the organization.
Section 5. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.
Section 6. Dissolution of the Orchestra. The orchestra may be dissolved upon the recommendation of the Board and the vote of two-thirds of the Members. In the event of the dissolution of the orchestra, the Board shall pay or make provision for paying all liabilities of the Organization. After the payment of all liabilities, the Board shall donate any remaining assets of the Organization to one or more charitable organizations qualified as tax exempt under section 501 (C)(3) of the Internal Revenue Code.
Section 7. Amendments to Bylaws. These bylaws may be amended or repealed by the approval of the Board and the vote of two-thirds of the Members present at a general or special meeting of the Members. Notice of the proposed amendment or repeal must accompany the notice of the meeting.
Section 8. Effective Date. If approved by the Board and by a two-thirds vote of orchestra members present at a meeting called for that purpose, these bylaws shall become effective on October 2, 2020. The Secretary shall maintain a record of the meeting and the original of the bylaws among the books and records of the organization.
The name of this organization shall be the Germantown Symphony Orchestra. It is a non-profit organization incorporated in the state of Tennessee.
Article II. Mission
The mission of the Germantown Symphony Orchestra is to encourage the development of young musicians and to enrich the lives of its musicians and our Mid-South community through the presentation of live music of enduring quality. The organization exists (1) to promote the performance of a wide variety of orchestral and ensemble music; (2) to provide its members with education in theoretical and practical musical skills; and (3) to promote camaraderie through participation in musical productions and entertainment.
Article III. Definitions
In these bylaws, the following terms have the meanings given here:
- "GSO" means the Germantown Symphony Orchestra.
- "Board" collectively means the Directors elected by the Members at a meeting called for that purpose.
- "Director" means a person elected by the Members at a meeting called for that purpose.
- "Member" means a musician approved by the Board after nomination by the Music Director.
- "Music Director" means the person appointed by the Board to perform the duties described in Article VI below.
- "Policies and Procedures Manual" means the compilation of statements made by the Board described in Article Section 8 below.
Article IV. Membership
Section 1. Application Process Musicians desiring to become a Member of GSO may indicate their interest by contacting the Music Director or the Music Director's representative to determine the availability of suitable openings and provide a short resume of their musical experience. The Music Director, at his or her discretion, may invite the musician to audition and/or to participate in one or more rehearsals with the orchestra. When the Music Director is satisfied that the musician has the requisite skills and availability to contribute to the orchestra, he or she will nominate the musician to the Board for membership. Musicians who receive the approval of the Board shall be extended an offer of membership. The musician will indicate his or her acceptance of membership by completing and returning the acceptance and commitment statement provided by the Board.
Section 2. Renewal of Membership Acceptance. Musicians will renew their acceptance of membership in the orchestra annually at the beginning of the concert season by completing and returning the commitment statement provided by the Board.
Section 3. Resignation of Membership. A Member may resign his or her membership in the Orchestra by giving notice to the Board and returning all music provided to him or her.
Section 4. Termination of Membership. The Board may terminate the membership of a musician for cause upon the recommendation of the Music Director or Director.
Section 5. Selection of Concertmaster and Principals. The Music Director may nominate from the Members musicians to serve as concertmaster and principals as appropriate. His or her selections shall be reviewed and approved by the Board, which shall extend its offer of those positions to the approved Members.
Section 6. Guest Musicians. The Music Director or his or her representative may invite one or more musicians to participate in rehearsals and/or concerts as guests.
Section 7. Compensation. Members of the orchestra are not compensated for attending rehearsals or performances of the orchestra. From time to time, it may be necessary to compensate a guest musician, an operations assistant or executive director, and Members may be compensated for specific tasks such as acting as personnel manager, librarian, or equipment manager. Compensation of guest soloists, guest musicians, Members, and other required personnel in these circumstances must be approved by the Board either as a budget item or on an ad hoc basis.
Article V. Governance
Section 1. Board of Directors: The Board shall consist of those persons elected by the Members at a meeting called for that purpose. The Board shall consist of ten persons who are elected for two-year terms. A Director may be elected for a maximum of three successive terms and thereafter may be reelected after a one-year hiatus.
Section 2. Officers: In order to carry out its work, the Board shall select from the Directors who have served as directors for at least one year, Members to serve as president, Vice president, Secretary, and treasurer. These officers shall be responsible for the day-to-day operation of the Organization and shall serve until their successors are selected.
2.1. Responsibilities of the President: A. Presiding at all meetings of the Members and of the Board. B. Serving as chairman of the Board. C. Supervising the business affairs of the orchestra. D. Executing all bonds and contracts on behalf of the orchestra unless otherwise specified by law. E. Calling at least one meeting of the Members and at least four meetings of the Board each year.
2.2. Responsibilities of the Vice President: A. Presiding at meetings of the Members and of the Board in the absence of the President. B. Serving as chairperson of the Nominating Committee. C. Performing other tasks assigned by the President.
2.3. Responsibilities of the Secretary: A. Providing notice to the Members of meetings of the Members and of the Board. Such notice shall provide the date, time, and location of the meeting and include an agenda of items to be discussed. B. Preparing and maintaining a record of the meetings of the Members and of the Board, including the results of any votes taken. C. Maintaining a roster of the Members, the Directors, and the members of any committees appointed by the Board. D. Serving as chairperson of the Concert Production Committee. E. Maintaining copies of the Bylaws and the Policies and Procedures Manual as amended from time to time. F. Handling correspondence for the orchestra as directed by the President.
2.4. Responsibilities of the Treasurer: A. Serving as the custodian of the funds and securities of the organization. B. Paying all bills and obligations of the organization consistent with the approved budget in a timely manner. C. Maintaining the books of accounts of the organization and providing a report to the Board at each of its meetings and to the President as requested. D. Serving as chairperson of the Finance Committee and assisting the Board in the preparation of an annual budget. E. Filing all necessary federal, state, and local tax returns and reports in a timely manner. F. Obtaining an annual review of the books and records of the organization by a qualified professional. G. Receiving and tabulating ballots in any contested election.
Section 3. Meetings of the Members: The President shall call a general meeting of the Members at least once each year in the spring for the purpose of electing Directors, hearing reports from the Board, and transacting all other business that requires the approval of the Members. A simple majority of the membership will constitute a quorum for the general meetings of the Members. The President may call additional meetings of the Members as needed.
Section 4. Meetings of the Board: The President shall call meetings of the Board at least four times each year. The Music Director, Personnel managers, librarian, and equipment manager shall be invited to attend and be heard on any business that comes before the Board. Members are encouraged to attend meetings of the Board. Only Directors shall be entitled to vote on the business of the Board. Any Director or the Music Director may request that an item be included in the agenda for a meeting of the Board. A Director may participate in the meeting in person, by telephone conference, or by video conference. A simple majority of the Directors shall determine the outcome of any vote unless otherwise specified in these Bylaws. Votes may be cast electronically or in person.
Section 5. Notice of Meetings: At least two weeks' notice shall be given to all members of the meetings of Members and of the Board. The notice shall contain the date, time, and place of the meeting and a proposed agenda of items to be discussed.
Section 6. Election of Directors: At any meeting of the Members where vacancies on the Board of Directors have been announced, each Member present at the meeting shall be entitled to vote. A slate of nominees for consideration by the Members shall be presented by the Nominating Committee with the notice of the meeting. Additional Members may be nominated at the meeting by other Members provided that the nominating Member has first secured the nominee’s agreement to serve if elected. If there are no more nominees than available positions, voting may be by acclamation. If there are more nominees than available positions, voting shall be by written ballot. The Treasurer shall receive and tabulate the ballots and report the results to the Members. Those nominees receiving the plurality of votes for the number of positions available shall be elected.
Section 7. Removal of Directors: A Director who fails to attend two consecutive meetings of the Board without excuse or who otherwise fails to participate in the work of the Board may be asked to resign.
Section 8. Vacancies: In the event of a vacancy on the Board, the Board shall appoint a person to fill the remaining term of the Director who has left the Board. This appointed term will not be recorded as an elected term.
Section 9. Policies and Procedures Manual: The Board may issue statements concerning matters not addressed in these bylaws, including attendance, concert dress, decorum, and other matters pertinent to the well-being of the orchestra. These statements shall be compiled into the Policies and Procedures Manual, which shall be published on the orchestra’s website. Members are encouraged to submit written recommendations to the Board. Changes to the Policies and Procedures Manual must be approved by the Board and the Members.
Article VI. Music Director
Section 1. Selection and Compensation. The Music Director shall be engaged by the Board upon terms and conditions approved by the Board.
Section 2. Duties. The Music Director’s responsibilities shall include the following:
- Acquiring and preparing music for performance.
- Proposing music to be performed to the Board for approval.
- Proposing guest soloists to the Board for approval.
- Attending and conducting all rehearsals and performances or arranging a suitable substitute.
- Nominating persons for membership in the orchestra.
- Nominating Members to serve as concertmaster and principals.
Section 4. Termination. The Board may determine not to renew the contract of the Music Director at its conclusion by a simple majority vote. The Board may, at any time, terminate the employment of the Music Director for cause upon the vote of two-thirds of the Directors.
Article VII. Committees
Section 1. Standing Committees. The President, acting as Chairman of the Board, with the advice and approval of the Board, shall appoint the following standing committees:
A. Executive Committee: The officers selected by the Board shall function as an executive committee that may make decisions on behalf of the Board in case of exigent circumstances. This committee shall be chaired by the President.
B. Nominating Committee: This committee, which shall be chaired by the Vice President, shall nominate persons for service on the Board as vacancies arise.
C. Finance Committee: This committee, which shall be chaired by the Treasurer, shall assist the Treasurer in creating and reviewing the annual budget and financial reports to be presented to the Board for approval.
D. Development Committee: This committee shall develop and implement an overall strategy for fundraising and grant applications to ensure the financial health of the Organization.
E. Marketing Committee: This committee shall develop and implement a marketing plan for the organization.
F. Concert Production Committee: This committee, which shall be chaired by the Secretary, is responsible for all logistics surrounding performances of the orchestra, including securing a suitable venue, engaging necessary technicians, and arranging for the transportation of equipment.
Section 2. Other Committees. The President may create other committees as needed with the advice and approval of the Board.
Section 3. Eligibility. Only Members shall be eligible to serve on the Executive, Nominating, and Finance Committees. Members and non-members may be invited to serve on other committees.
Article VIII. Other Provisions
Section 1. Signatory Authority. The officers shall be authorized to sign checks and notes on behalf of the orchestra. Any item in excess of $2,000 shall require two signatures.
Section 2. Fiscal Year. The fiscal year of the orchestra shall begin on July 1 and end on June 30 of the following year.
Section 3. Insurance. The Board shall obtain and maintain adequate liability, casualty, and fidelity insurance.
Section 4. Indemnification. GSO shall indemnify the Directors and hold them harmless from any and all expenses, including attorney fees, incurred as a result of any action, suit, or proceeding against them arising out of their activities on behalf of the organization. No Director shall be liable to the organization for mistakes of judgment or negligence but only for willful misconduct, bad faith, or fraud. The Directors shall bear no personal liability for the financial undertakings of the organization.
Section 5. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.
Section 6. Dissolution of the Orchestra. The orchestra may be dissolved upon the recommendation of the Board and the vote of two-thirds of the Members. In the event of the dissolution of the orchestra, the Board shall pay or make provision for paying all liabilities of the Organization. After the payment of all liabilities, the Board shall donate any remaining assets of the Organization to one or more charitable organizations qualified as tax exempt under section 501 (C)(3) of the Internal Revenue Code.
Section 7. Amendments to Bylaws. These bylaws may be amended or repealed by the approval of the Board and the vote of two-thirds of the Members present at a general or special meeting of the Members. Notice of the proposed amendment or repeal must accompany the notice of the meeting.
Section 8. Effective Date. If approved by the Board and by a two-thirds vote of orchestra members present at a meeting called for that purpose, these bylaws shall become effective on October 2, 2020. The Secretary shall maintain a record of the meeting and the original of the bylaws among the books and records of the organization.