Dubuque Chorale

By-laws, Rules, and Regulations
of the Dubuque Chorale

ARTICLE I

Name and Registration

The name of this organization shall be the Dubuque Chorale, an independent community organization, and its principal place of conduct of its affairs shall be in the City of Dubuque, Dubuque County, Iowa. It is registered and shall continue to be registered as an Iowa Non-Profit Corporation under laws of the State of Iowa.

ARTICLE II

Purpose

The purpose of this corporation shall be to provide an opportunity for vocalists in Dubuque and surrounding communities to engage, educate, enrich, and inspire the community by presenting diverse choral music with artistic excellence.

ARTICLE III

Membership

  1. Membership in the Chorale.
    1. Membership is open to all interested vocalists with the consent of the Artistic Director.
    2. Members must attend all Chorale rehearsals unless excused.
    3. Membership shall consist of those persons who have paid Chorale dues as established by the Board of Directors.
  2. Membership in Cadenza.
    1. Membership is open to interested vocalists by audition and with the consent of the Artistic Director.
    2. Membership will have a minimum of twenty-four (24) singers. Additional singers are subject to the approval of the Artistic Director.
    3. Members of Cadenza are required to sing in the full Chorale for at least half of the concert season. Any deviation from this requires approval from the Board of Directors.
    4. Members must attend all Chorale and Cadenza rehearsals unless excused.
    5. Membership shall consist of those persons who have passed the audition and paid Cadenza dues as established by the Board of Directors.
  3. Membership in the Children’s Choir.
    1. Membership is open to interested youth vocalists in grades 4-6 by audition and with the consent of the Children’s Choir Director.
    2. Membership is limited to fifty (50) singers. Additional singers are subject to the approval of the Board of Directors.
    3. Members must attend all Children’s Choir rehearsals unless excused.
    4. Membership shall consist of those persons who have passed the audition and paid Children’s Choir tuition as established by the Board of Directors.

ARTICLE IV

Board of Directors

  1. Description. The Board of Directors shall comprise eight inside directors, three outside directors, the Artistic Director, Assistant Director, Children’s Choir Director, and Operations Coordinator.
    1. The inside directors shall be voting directors who are Chorale members, elected for staggered three-year terms. All open inside director seats shall be elected by the Chorale membership each year at the annual meeting.
    2. The outside directors shall be voting directors who are not Chorale members, appointed for staggered three-year terms. The open outside director seat shall be appointed by the Board of Directors each year at the June “overlap” meeting (IV.2.d).
    3. The Artistic Director, Assistant Director, Children’s Choir Director, and Operations Coordinator shall be ex-officio, non-voting directors.
    4. Inside and outside directors shall not serve more than two full consecutive terms. Directors initially appointed to fill an unexpired term may serve up to eight consecutive years (96 months).
    5. The immediate past president, if his/her three-year term has expired, shall serve as a non-voting advisor to the Board for one year.
  2. Election of Inside Directors.
    1. The Board of Directors shall serve as the Nominating Committee.
    2. The nominating committee shall report the names of the nominees to the general membership no later than two weeks prior to the annual meeting.
    3. At the annual meeting, a board member whose term is up and who is eligible and willing to serve a subsequent term may be reelected by simple majority vote. The remaining open seats are then available to persons nominated by the Nominating Committee and from the floor. If there are more than five nominees, a first-round vote reduces the ballot to five. A final vote then fills the open seats with the nominees receiving the most votes. At the President’s discretion, the votes by the membership may be taken by printed ballot, a show of hands, or voice vote.
    4. The terms of office of the newly elected inside directors shall begin at the July Board meeting. The June Board meeting shall be an overlap meeting of newly-elected directors and retiring directors. At this meeting, the newly-elected directors shall not be eligible to vote.
  3. Appointment of Outside Directors.
    1. At its June meeting, the Board of Directors shall fill the open outside director seat by appointing a non-Chorale member with a majority vote.
    2. The term of office of the newly appointed outside director shall begin at the July Board meeting.
  4. Board Vacancies.
    1. The Board of Directors shall have the power to fill, for an unexpired term(s), any and all vacancies occurring on the Board.
  5. Removal of Directors.
    1. The Board of Directors may remove any of its directors for just cause by a three-fourths vote of the Board.
  6. Director Resignation.
    1. Any director of the board may resign at any time by delivering written notice to the president, the Board of Directors, or the organization. A resignation is effective when the notice is delivered unless then notice specifies a later effective date.
  7. Duties of the Board of Directors.
    1. Each Board member, excluding the President, shall serve as a member of a standing committee.
    2. The Board of Directors shall control and manage the affairs of the Chorale, Cadenza, and Children’s Choir, in response to the needs and desires of its membership. The duties of the Board include but are not limited to the following:
      1. setting dues or tuition for members,
      2. giving fiscal approval of the program developed by the Artistic and Children’s Choir Directors in consultation with the Artistic Planning Committee,
      3. hiring, defining the duties, and fixing the compensation for the contract staff,
      4. overseeing and approving the selection of accompanist(s), soloist(s), and substitute director(s), by the Artistic Director and Children’s Choir Director, including approving compensation and duties,
      5. approving the annual operating budget.
  8. Meetings. The Board of Directors shall ordinarily meet monthly, or as called by the President or the Artistic Director, or on demand of at least one more than half of the members of the Board.
    1. Each Board member shall be in attendance at all Board meetings unless excused by the President. A Board member who has two (2) unexcused absences during a performance year from Board meetings will get a warning from the President. After three (3) unexcused absences a member may be removed from the Board.
    2. One more than half of the voting members of the Board of Directors shall constitute a quorum.
    3. Members of the Chorale or parents of active singers in the Children’s Choir are welcome to attend in a non-voting capacity.
    4. A director may participate in any meeting by any means of communication, including, but not limited to telephone conference call, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE V

General Membership Meetings

  1. There shall be an annual meeting of the Chorale membership near the end of the concert season, at which time the officers of the Board of Directors, the Artistic Director, Assistant Director, Children’s Choir Director, Operations Coordinator, and committee chairpersons shall submit a written report upon the condition and progress of their work. Parents of current Children’s Choir members are also welcome to attend. An election of the Board of Directors shall be held at the annual meeting.
  2. Special meetings of the general membership may be held at any time throughout the year upon the call of the President by order of the Board of Directors, or upon written request of at least twenty-five percent of the current Chorale membership.
  3. Twenty-five percent of the current Chorale membership, including one more than half of the members of the Board, constitutes a quorum.

ARTICLE VI

Duties of Officers

  1. Officers. At the July Board meeting following the annual meeting, the Board of Directors shall elect from its own members a President, Vice President, Secretary, and Treasurer to serve for one year or until their successors are elected or appointed. The terms of office shall begin at the July Board meeting.
  2. Election and Term of Office. The officers of this organization shall be elected annually by the Board of Directors at the regular July board meeting. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until their successor shall have been elected and shall have qualified.
  3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of this organization would be served by such director’s removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
  4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
  5. The President shall
    1. Preside at all business meetings of the Dubuque Chorale and of the Board of Directors.
    2. Make a full report of the year’s work to the annual meeting.
    3. Appoint with the advice and consent of the Board all chairpersons of standing committees and special committees.
    4. Serve as an ex-officio member of all such committees.
  6. The Vice President shall, in the absence or disability of the President, have the authority of the President and shall perform all the duties of the President.
  7. The Secretary shall keep a permanent record of the minutes of all business meetings of the Dubuque Chorale and of the Board of Directors.
  8. The Treasurer shall
    1. Receive and promptly deposit all monies of the Dubuque Chorale.
    2. Promptly pay all bills which have been approved by the Board of Directors.
    3. Keep a full account, in a permanent record, of all monies received and paid out and make these records available at board meetings.
    4. Provide a written summary report of financial activity to the Board of Directors at each of its meetings.
    5. Prepare an annual written summary report for the fiscal year (July 1st–June 30th) to be distributed to the Board of Directors at its regular meeting and made available to Chorale members at the first rehearsal in the fall.
    6. Prepare a summary report of receipts and expenses for each concert and present the same at the next meeting of the Board of Directors.
    7. Present an informal oral status report to the general membership at the annual meeting.
    8. Assist the audit committee with the annual audit.
    9. Coordinate operating budget development.
    10. Make sure that tax returns are prepared.

ARTICLE VII

Standing Committees

Note:  Chairpersons are appointed by the President (Article VI, Sec. 5c). Other committee members are chosen by the chairperson(s) from the general membership. Membership is at the discretion of the chairperson unless specified below. Each chairperson is encouraged to recruit as many other members as would contribute to the efficiency of administration of the responsibilities. In some cases, administration by the chairperson only may be more efficient.

  1. Executive Council. The Officers of the governing Board of Directors, along with the Artistic Director, Assistant Director, Children’s Choir Director, and Operations Coordinator, shall comprise the Executive Council.
    1. The Executive Council shall meet as needed to discuss urgent or time-sensitive matters when a full board meeting is impractical. The President, Artistic Director, and Children’s Choir Director may invite committee chairperson(s) or other guests to attend a meeting.
    2. When time-sensitive matters are at hand, the Executive Council may make decisions on behalf of the Board of Directors. Any decision(s) made by the Executive Council shall be communicated to the Board of Directors at its next monthly meeting.
    3. Decisions by the Executive Council must have consensus before being determined. Any debated matters that do not have consensus must be referred to the entire Board of Directors.
  2. The Publicity Committee shall inform area media and community relations contacts and schools about concerts and membership and shall keep an archival (e.g., scrapbook) record of the public activities of the Dubuque Chorale. Membership must include at least one Board member. This committee shall be responsible for creation and duplication of concert posters, tickets, programs, etc.
  3. The Fundraising Committee shall prepare grant proposals, coordinate ticket sales for concerts, conduct fund drives for financial support, and keep a permanent written record of its activities. Membership must include at least one Board member. All grant proposals must be approved by the Board of Directors prior to submission.
  4. The Membership Committee shall record all names of Chorale members and their attendance at rehearsals and concerts, promote membership of the Chorale, and be responsible for internal mailing. The Membership Committee shall include at least one Board member and a Section Coordinator for each section. Section Coordinators shall be appointed by the Board. The Membership Committee shall
    1. attend all Chorale rehearsals.
    2. take attendance.
    3. greet new Chorale members personally.
    4. make all Chorale members feel welcome and needed.
    5. phone absent Chorale members to show concern and encourage attendance.
    6. inform section members of matters such as change of rehearsal time and place, cancellation of rehearsal due to bad weather, etc.
    7. appoint a temporary replacement in the event a Section Coordinator has to miss a Chorale rehearsal.
    8. The Hospitality Committee shall work as a subcommittee of the Membership Committee and shall
      1. arrange concert receptions and holiday parties for its membership.
      2. provide or arrange for rehearsal refreshments.
      3. handle other activities such as bereavement, get well cards, etc. as directed by the Board of Directors.
  5. The Auditing Committee, consisting of at least two members (a second member need not be a Chorale member) shall audit all books and accounts of the Treasurer of the Dubuque Chorale each year shortly after the end of the fiscal year (June 30), and shall report its findings to the Board of Directors at its first meeting following the completion of the audit. The Board Treasurer is not a voting member of this committee.
  6. The Logistics Committee shall be responsible for planning and expediting all physical arrangements for rehearsals and concerts, and shall arrange for recordings of concerts. Also, this committee shall be responsible for coordinating wardrobe and any special props. The Librarian and Technology Administrator shall report to the Logistics Committee.
  7. The Artistic Planning Committee shall be responsible for brainstorming and creating imaginative and artistic programs that fulfill the organization’s mission statement, including programs and events of cultural and artistic enrichment. The Artistic Director shall serve as the chair of this committee. Membership must include at least one Board member.
  8. The Governance / Personnel Committee shall be responsible for the board composition and organization structure of the Chorale. The Governance Committee is responsible for conducting performance evaluations of the contract staff as directed by the Board. The Governance Committee shall also review and recommend changes and updates to the full board of the Dubuque Chorale Bylaws and the Child Protection Policy.
  9. The Education and Outreach Committee shall work with the Artistic Director to provide educational opportunities in conjunction with major performances, work to strengthen connections with area businesses / organizations, and in particular support the Dubuque Chorale Children’s Choir through mentoring, outreach and parent support programs.
  10. The Finance Committee shall provide oversight of the Chorale’s financial recordkeeping, financial reporting, cash management and outsourced financial services; recommend to the board policies and procedures for the management of Chorale finances; and provide assistance to the Treasurer.

ARTICLE VIII

Contract Staff

Contractual agreements and job descriptions shall be negotiated for the next year by the end of June.

  1. Artistic Director. The Artistic Director provides the artistic vision of the Chorale and is responsible for the leadership and direction of all aspects of Dubuque Chorale performances, leading the development of annual programs including the selection of music, accompanists, orchestral performers and soloists. The Artistic Director conducts Chorale and Cadenza rehearsals and performances with the assistance of the Assistant Director. The Artistic Director serves as a spokesperson for the Dubuque Chorale in consultation with the Publicity Committee for engagements with media and the community.
  2. Assistant Director. The Assistant Director assists and collaborates with the Artistic Director to develop programming, conduct rehearsals and performances, and represent the Dubuque Chorale in the community. The Assistant Director acts as a substitute director when the Artistic Director is not available.
  3. Children’s Choir Director. The Children’s Choir Director provides the artistic vision, leadership and direction of the Children’s Choir, developing annual programs for the Children’s Choir including the selection of music, accompanists, additional performers and soloists. The Children’s Choir Director conducts Children’s Choir rehearsals and performances. The Children’s Director serves as a spokesperson for the Children’s Choir in consultation with the Publicity Committee for engagements with media and the community.
  4. Accompanists. The Accompanists play keyboard accompaniments for Chorale and Children’s Choir rehearsals, and for performances that require keyboard. Accompanists also accompany Cadenza rehearsals and performances upon request. Accompanists complement and enhance the musical leadership of the conductor from the keyboard, and consults on musical matters with the Dubuque Chorale and Children’s Choir directors to serve as an “extra set of ears” as needed.
  5. Operations Coordinator. The Operations Coordinator facilitates effective communication among the Dubuque Chorale’s music directors, board, and committees. The Operations Coordinator is the primary contact for volunteer coordination within the Dubuque Chorale. The Operations Coordinator maintains a master calendar for the Chorale and a database of Dubuque Chorale members, donors, patrons, and corporate sponsors. The Operations Coordinator serves as a point person for contact with the media and community organizations.

ARTICLE IX

Parliamentary Authority

All Board of Directors meetings and general membership meetings shall be guided by Robert’s Rules of Order, Newly Revised, latest revision.

ARTICLE X

Liability of Officers, Board Members, Employees, and Other Members

A Director, officer, employee, or member of the corporation shall not be liable on the corporation’s debts or obligations and a director, officer, member or other volunteer shall not be personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.

The corporation shall indemnify any present or former director, officer, employee, member or volunteer of this corporation, and each such person who is serving or who has served, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent possible against expenses, including attorney’s fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his conduct as a director, officer, employee, member or volunteer of this Corporation or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, or trust, except that the mandatory indemnification required by this sentence shall not apply (1) to a breach of the duty of loyalty to the Corporation, (2) for acts of omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for a transaction from which such person derived an improper personal benefit.

ARTICLE XI

Amendments

These By-laws may be amended, altered, or repealed, and new By-laws adopted at any regular or special duly-constituted meeting of the Board of Directors by two-thirds of the voting members of the Board, providing written notice of the proposed changes have been made available at least ten days prior to the meeting.

ARTICLE XII

No Political Activity

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or other private persons, 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 herein. No substantial 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 of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented.

ARTICLE XIII

Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, 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 of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Updated August 2015, approved December 2015 by Dubuque Chorale Board of Directors

By-laws

The by-laws of the Dubuque Chorale define its organizational structure and governing rules and regulations.