The Arbor Consort
By-Laws
Article I Name and Principal Offices
Section 1 The name of the corporation shall be: The Arbor Consort, Inc.
Section 2 The principal office of The Arbor Consort shall be at such location as the Board of Directors may determine from time to time.
Article II Purposes
Section 1 The purposes for which The Arbor Consort is formed are: to promote renaissance madrigal music to the general public; to provide educational opportunities for professionals and amateurs in the advancement of musical performance of renaissance choral music; and to promote an appreciation of the history and culture of renaissance Europe through performance of the music of the period.
Section 2 No money or other goods received by the corporation shall be distributed to its members, trustees, directors or other individuals or businesses except in payment of reasonable compensation for services rendered in the furtherance of stated purposes.
Section 3 The Arbor Consort is not formed for pecuniary or financial gain, and no part of the assets, income or profit of The Arbor Consort is attributable to, or inures to the benefit of its trustees or officers. No substantial portion of the activities shall be the carrying on of propaganda. or otherwise attempting to influence legislation, and The Arbor Consort shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 4 Upon dissolution and termination of the corporation any remaining assets after all debts and other obligations have been satisfied shall not be distributed pro rata to the members, bit instead shall be transferred to a charitable or other organization qualified under section 501 (c) (3) of the Internal Revenue Code, or as it may be amended.
Article III The Board of Directors
Section 1 Membership in the The Arbor Consort Board of Directors shall be available without regard to race, color, creed, sex, sexual orientation, or national origin.
Section 2 The business, property, and affairs of The Arbor Consort shall be managed by the Board of Directors.
Section 3 Any individual who subscribes to the stated purposes of The Arbor Consort may be nominated for the Board of Directors. The individual may nominate themselves or be nominated by a member of The Arbor Consort.
Section 4 Members of the Board of Directors shall serve for a term of one year, but may be elected for consecutive terms without limitation.
Section 5 The number of the Directors of The Arbor Consort shall be established by the directors then serving and shall be an odd number between 5 and 11, inclusive. A quorum of the Board of Directors shall consist of one-half of the number of Directors then serving. The Officers of The Arbor Consort shall act as an Executive Committee, which shall have power to conduct all business of The Arbor Consort between meetings of the Board of Directors.
Section 6 Members of the Board of Directors shall be elected by a simple majority of the membership of The Arbor Consort by a secret ballot from a slate of candidates assembled from those nominated by the nominating committee and nominations from the floor at the annual membership meeting. Votes shall be counted and verified by 2 current members of The Arbor Consort who are not candidates in the election. At least 7 days notice of the annual membership meeting shall be given to the general membership. Members of the Board of Directors may be elected by a simple majority of the existing Board when needed to fill a vacant spot, or for other purposes, for a term to last until the next annual membership meeting.
Section 7 The Board of Directors shall meet at such times and places as the Board shall determine, not less than one time per year.
Section 8 Meetings of the Board of Directors may be called by any member of the Executive Committee.
Section 9 Twenty-four hour notice shall be required for meetings, except that the Executive Committee may waive the notice requirement in case of emergencies.
Section 10 Members of the Board of Directors may vote by proxy and may participate by telephone or e-mail.
Section 11 Minutes of all meetings of the Board of Directors shall be available for inspection upon request.
Section 12 The duties of the Board of Directors shall be: a) to transact necessary business; b) to create standing committees and define their responsibilities; c) to appoint an auditor or an auditing committee to audit the treasurer’s accounts; d) to prepare and submit an annual budget; f) to take such other actions as may be necessary to carry out the purposes and conduct the business of The Arbor Consort.
Section 13 Directors shall receive no compensation for their work on the Board. Directors who are employed by The Arbor Consort may be paid for services rendered in a professional or other capacity. Directors may be reimbursed for travel expenses or other costs incurred by reason of the performance of their duties.
Article IV Nominations and Nominating Committee
Section 1 Nominations for the Board of Directors shall be presented by the Nominating Committee at the annual membership meeting, or by motion from any member at said meeting. The nominating committee shall present a slate of candidates of members-in-good-standing deemed adequate by the serving Board of Directors which may contain more candidates than the number of Directors to be chosen. Nominations from the floor during the annual meeting shall be treated as write-in candidates. Should a vacancy arise between annual membership meetings, or if the serving Board determines that additional Directors are needed, the Nominating Committee shall nominate qualified individuals by written or oral presentation to the Board of Directors.
Section 2 The Nominating Committee shall consist of one or more members of the Executive Committee and additional Directors as needed.
Section 3 The duties of the Nominating Committee shall be to identify persons willing and qualified to serve as Directors of The Arbor Consort, and to nominate and present a list of such persons to the membership or to the Directors as required for election.
Section 4 The Committee may also receive the petition of not less than one-third of the Directors of The Arbor Consort for the removal or recall of a Director. Upon receipt of such a petition the Committee shall inform the Board of Directors and such Director of the contents of the petition, and shell discuss and vote upon all matters contained in the petition.
Article V Standing and Special Committees
Section 1 The Board of Directors may create such standing committees as it may deem necessary to promote the purposes and work of The Arbor Consort. The Directors shall define the responsibilities for each such committee and shall appoint persons to serve.
Section 2 The chair of each such Committee shall be a Director, other members may or may not be Directors.
Section 3 The chair of each such Committee shall report to the Board of Directors on the progress of the work assigned to the Committee. No Committee shall undertake any work or take any action in excess of the authority granted to it by the Board of Directors.
Section 4 Special Committees designed to carry out specific objectives or to report on special projects or problems may be appointed by a majority vote of the Board of Directors.
Article VI Officers
Section 1 The Officers and Executive Committee of The Arbor Consort shall consist of the President. Vice-President, Secretary. and Treasurer, and they shall be appointed by a majority vote of the Board of Directors to hold office for a period of one year. Officers may serve successive terms.
Section 2 The President shall see that all orders and resolutions of the Board of Directors are carried into effect, and, in the absence of an executive director, shall have general powers of supervision and management over the day-to-day operations of The Arbor Consort.
Section 3 The Vice-President shall assist the President and shall perform the duties of the President in the absence or disability of that officer to act.
Section 4 The Secretary shall record the minutes of all meetings of the Board of Directors and shall perform such other duties as may be delegated to that office from time to time by the Board of Directors.
Section 5 The Treasurer shall be responsible for a full and accurate account of receipts and expenditures. The Treasurer shall present a financial statement when requested by the Board of Directors. The Treasurer shell be responsible for the maintenance of such books of account and records as conform to the requirements of State and Federal laws.
Section 6 By affirmative vote of a majority of the Board of Directors people may be appointed, contracted, or employed by The Arbor Consort to serve in such capacities as is deemed appropriate. A member of the Board of Directors may be appointed, contracted, or employed in this manner. Financial compensation in such amount as the Board determines is consistent with his or her duties and with the financial condition of The Arbor Consort may be offered.
Article VII Terms of Office
Section 1 Members of the Board of Directors shell serve until the next annual membership meeting. Members may be elected to successive terms.
Section 2 Any member of the Board of Directors, or person contracted, appointed, or employed by the Board of Directors may resign by written or oral notice. The resignation is effective upon its receipt by The Arbor Consort or a subsequent time as set forth in the letter of resignation.
Section 3 Any member of the Board of Directors may be removed by a majority vote of the Board.
Section 4 Appointments to fill unexpired terms of Directors or Officers shall be made by a majority vote of the Board of Directors.
Article VIII Annual Membership Meeting
Section 1 There shall be a meeting of all members of The Arbor Consort in June of each year, at a time and place to be determined by the Board of Directors.
Section 2 Any person who has participated in the activities of The Arbor Consort within the previous year, or who is participating in such activities at the time of the meeting, shall be a member.
Section 3 The Officers and the Board of Directors shall present to the membership a full accounting of the activities of The Arbor Consort during the previous year, and of all plans being made for future activities, at the annual membership meeting.
Section 4 Nominations for members of the Board of Directors may be made by any member of The Arbor Consort. A member may nominate himself or herself.
Section 5 The Board of Directors shall consist of all persons elected by a majority of the members present at the annual membership meeting, subject to the provisions of Article III., Section 6. and Article VII Sections 3 and 4.
Article IX Indemnification
Section 1 Each person who is or was a director, officer or member of a committee of The Arbor Consort and each person who serves or has served at the request of The Arbor Consort as a director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by The Arbor Consort to the fullest extent permitted by the laws of the State of Michigan as they may be in effect from time to time. The Arbor Consort may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his/her status as such, whether or not The Arbor Consort would have power to indemnify such person against liability under the preceding sentence. The Arbor Consort may. to the extent authorized from time to time by the Board, grant rights of indemnification to any employee or agent of The Arbor Consort to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.
Article X Non-Discrimination
Section 1 It is the policy of The Arbor Consort that no person shall be excluded from participation in, be denied the benefits of, or subject to discrimination in membership in The Arbor Consort. or in membership to the bard of Directors, appointments, contracted services, or employment, or any of its programs or activities on the basis of race. national origin, creed, sex, marital status, sexual orientation or disability.
Article XI Amendments to By-Laws
Section 1 These by-laws may be amended by a majority vote of the membership at the annual membership meeting.
If music and sweet poetry agree, As they must needs (the sister and the brother), Then must the love be great ‘twixt thee and me, Because thou lov’st the one, and I the other.
Attributed to Richard Barnfield (1574–1629), British poet.