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Bylaws of The State College Choral Society

A Pennsylvania Nonprofit Corporation

ARTICLE I. NAME AND OFFICES OF THE CORPORATION

1. Name.

The name of the corporation shall be The State College Choral Society, a Pennsylvania Nonprofit Corporation, hereinafter referred to as “the Society” or “the Corporation”.

2. Principal Office.

The principal office of the Society shall be fixed and located at such place as the Board of Directors (the “Board”) shall determine. The Board is granted full power and authority to change said principal office from one location to another.

3. Other Offices.

The Society may also have offices at such other place or places as the Board or the business of the Society may require.

ARTICLE II. PURPOSE OF THE SOCIETY

1. General Purposes.

The Society is organized and shall be operated exclusively for charitable, educational, religious, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding section of any future federal tax code.

2. Specific Purposes.

The purpose of the Society is to study, rehearse and perform significant choral music for the enrichment of its members and the community.

The Society will present performances of the highest possible artistic quality, as well as select programs that serve both to entertain its audience and to enrich the community.

The Society will nurture the development of the musical abilities and talents of the members through rehearsing and performing significant works of choral literature.

The Society will maintain the highest ethical and aesthetic standards in both its day-to-day operation and in setting its long-term goals in order to maintain its prominence and integrity.

3. Financial Gain.

Neither the Directors nor the Officers of the Society may receive financial gain from their positions, except as permitted under applicable state law and under Section 501(c)(3) of the Internal Revenue Code. The Society shall not engage in any activities which tax-exempt organizations are prohibited from undertaking under Section 501(c)(3) of the Internal Revenue Code 26 U.S.C. Section 170(c)(3).

4. Dissolution.

In the event the Society is dissolved, the Directors shall first use the assets to pay all the liabilities of the Society. They shall then dispose of the remaining assets in a manner consistent with the goals of the Society and in accordance with all applicable provisions of the Internal Revenue Code governing tax-exempt organizations as further detailed in Article XI, Section 3. No assets of the corporation shall inure to the benefit of any private individual.

ARTICLE III. MEMBERSHIP OF THE SOCIETY

1. Membership.

Members are those who have fulfilled the requirements for admission to the Society through auditions and classifications by the Artistic Director. Payment of dues, as set by the Board of Directors, is a prerequisite of membership.

2. Member Policies.

Policies for the following shall be provided for in the Standing Rules of the Society:

a. Application for membership

b. Dues

c. Attendance

d. Resignation

e. Participating guests

ARTICLE IV. BOARD OF DIRECTORS

1. Board of Directors.

The affairs of the Society shall be managed by its Board of Directors comprised ideally of twelve (12) Directors with no fewer than nine (9) Directors, or more than fifteen (15) Directors as determined by the Board. The Board of Directors shall exercise its full authority as granted by the Articles of Incorporation, by these Bylaws and by operation of law in establishing and maintaining such policies as are consistent with the purposes of the Society.

The Board may be censured by a vote of two thirds (67%) of the Society membership.

2. Election and Terms of Office.

The Directors shall be elected by majority vote of the members of the Society present at a general membership meeting prior to the recess at the end of the concert season according to the Standing Rules of the Society. Each Director shall serve for a term of three years, whose terms shall be staggered so that approximately one-third of the Directors shall be elected each year. After serving for two consecutive full three year terms a person is ineligible to serve as a member of the Board of Directors for a period of at least one year, after which the person shall once again be eligible for election to the Board of Directors.

A person who has been appointed Director to complete the unexpired term of another Director is eligible to serve as member of the Board of Directors for a period which includes consecutively the unexpired term of the other Director and two full three year terms.

Membership in the Society shall not be required for election to the Board.

3. Resignation and Vacancies.

Any Director may resign effective upon giving written notice to the Chair of the Board. If the resignation is effective at a future time, a successor may be appointed before such time, to take office when the resignation becomes effective.

Any Director may be removed from office at any time, with just cause, by the affirmative vote of two-thirds (2/3) of the Directors in office.

Vacancies, resulting either from resignation, death, incapacity, removal of a Director, or expansion of the Board, shall be appointed by the Chair of the Board to complete the remainder of the unexpired term.

4. Meetings and Notification.

Regular meetings of the Board shall be scheduled monthly at such times as may be fixed by the Board. All meetings, except where evaluations of salaried personnel are to take place, are open to all members of the Society. Newly elected Directors of the Board shall attend the final Board meeting of the fiscal year in order to effect a smooth transition. The Board shall determine the staff personnel that shall attend Board meetings as non-voting participants.

Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board, the Vice Chair of the Board, the Secretary, or any three Directors.

Notice of any meeting of the Board of Directors, specifying the date, time, and place of the meeting, shall be given to each director by delivering notice orally, in writing, by facsimile, or electronically at least five (5) days prior to the meeting. Waiver of this notice can be made by the Directors with each Director’s consent to the waiver made a part of the minutes of the meeting.

Meetings may be held by phone conference or other electronic means if all persons participating in the meeting can communicate with each other simultaneously.

5. Meeting Quorum.

A majority of the number of directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board.

A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors’ meeting to another time and place.

6. Action Without Meeting.

Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board or such committee and shall be filed with the minutes of the proceedings of the Board or committee. A written consent may be provided by an electronic transmission.

7. Executive Committee.

There shall be an Executive Committee of the Board which, when the Board is not in session, shall have and exercise all of the authority of the Board in the management of the business and affairs of the Society. The Executive Committee shall be composed of the Officers of the Board and the Immediate Past Chair with the General Manager and Artistic Director serving in ex officio capacities. The ex officio members will be non-voting except as described in the paragraph below. Meetings of the Executive Committee may be held without notice at such times and places as members of the Committee from time to time may fix.

At any meeting of the Executive Committee three (3) Board officers shall constitute a quorum. To become effective, any action of the Executive Committee must be authorized by at least three (3) affirmative votes. In the case of a tie vote, the Artistic Director shall cast the deciding vote, so long as the issue does not directly affect the Artistic Director.

8. Standing Committees.

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate or appoint one or more committees, which shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors and the management of the Society in matters of content and quality. Decisions regarding expenditures of Society funds and contractual matters, however, must be approved by a majority vote of the Board of Directors. All committees shall have as a chairperson a member of the Board of Directors of the Society who shall be responsible for directing and coordinating the affairs of the Committee. This requirement may be waived by the board on a case by case basis providing the designated chairperson is available to present a committee report at regularly scheduled board meetings. Committee membership is open to any interested member of the Society or general public, at the discretion of the Committee Chairperson. The designation and appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.

In addition, the Chair of the Board may establish such additional committees or task forces which do not exercise the authority of the Board as shall seem appropriate.

The Chair of the Board shall appoint the chairs of all committees with the consent of the Board. Committee chairs shall appoint the members of their specific committees, again with the consent of the Board. The Chair may serve as a non-voting member of all committees except the Nominating Committee for Board candidates.

9. Nominating Committee.

The Chair of the Board shall appoint a Nominating Committee Chair prior to the January board meeting subject to approval by the Board of Directors. The Nominating Committee Chair shall identify up to four (4) non-Board members with the Chair of the Board’s approval to assist in obtaining appropriate candidates for nomination to the Board. The Committee shall obtain each nominee's consent prior to nomination. The Nominating Committee shall present its nominations to the Society membership orally, and in writing by mail, by facsimile, or electronically at least one week prior to the election of Directors.

10. Fees and Compensation.

Directors and members of committees may not receive any compensation for their services, but may receive such reimbursement for expenses as may be fixed or determined by the Board.

ARTICLE V. OFFICERS OF THE SOCIETY

1. Officers.

The Officers of the Society shall be Chair of the Board, Vice Chair of the Board, Secretary, and Treasurer. The Society may also have, at the discretion of the Board, such other officers, including one or more Vice Chairmen, Assistant Secretaries, and Assistant Treasurers, as may be elected by the Board as the business of the Society may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the appointing authority may from time to time determine.

The Officers listed in the first sentence of this Section 1 of Article V shall be chosen annually at the last monthly meeting of the fiscal year by a majority of the newly elected and continuing Directors, and shall serve at the pleasure of the Board. The terms of office shall be renewable so long as the person is an elected member of the Board. The officers shall hold their respective offices until their resignation, removal, or other disqualification from service or until their respective successor shall be elected.

2. Removal and Resignation.

Any officer may be removed, either with or without cause, at any time, by a majority vote of all of the Board members. Any officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.

3. Vacancies of Officers.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election, provided that such vacancies shall be filled as they occur and not on an annual basis.

4. Chair of the Board.

The Chair of the Board shall, if present, preside at all business meetings, and shall have responsibility for ensuring that all orders and resolutions of the Board are carried into effect. The Chair of the Board shall appoint the chairmen of all standing committees of the Board in consultation with the Board, serve as an ex-officio member of all committees except the Nominating Committee, and perform such other duties as are assigned to the Chair by the Board.

The Immediate Past Chair shall become a voting ex-officio member of the Board of Directors and sit on the executive committee for a period of one year, if he/she is not currently a member of the Board.

5. Vice Chair.

The Vice Chair shall preside over meetings in the absence of the President and shall otherwise assist the President in the efficient discharge of his or her duties.

6. Secretary.

The Secretary shall keep minutes of all business meetings of the Society and shall furnish copies of the minutes of each Board meeting to all Directors within two weeks from the conclusion of each meeting, and make the approved minutes available to the Society membership upon request. The Secretary shall keep the original or a copy of the Corporation’s Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board.

7. Treasurer.

The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the Society. The books of account shall at all times be open to inspection by any Director. The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Society with such depositaries as may be designated by the Board. The Treasurer shall disburse, or cause the disbursement of, the funds of the Society as may be ordered by the Board, and shall render, or cause to be rendered, to the Chair of the Board and the Directors, whenever they request it, an account of the financial condition of the Society, and shall have such other powers and perform such other duties as may be prescribed by the Board. The records of the Treasurer shall be reviewed, or cause to be reviewed annually by a committee appointed by the Board Chair.

ARTICLE VI. STAFF

1. Staff.

The Board may engage staff as required for the operational affairs of the Society. These may include but are not limited to the Artistic Director, Rehearsal Accompanist, General Manager, Chorus Manager, and Music Librarian. Compensation for these positions shall be determined by the Board.

2. Artistic Director.

The Board shall engage an Artistic Director who shall have responsibility for all of the artistic activities of the Society. An annual contract defining the amount of compensation and terms of employment shall be mutually agreed upon by the Artistic Director and the Board of Directors, subject to review prior to approval of the next fiscal year’s budget. The Artistic Director may, subject to the approval of the Board, appoint such assistants as may be needed. The Artistic Director shall serve ex officio as a non-voting member of the Board and shall be entitled to the privileges of a member at all business meetings of the Society.

The Board Chair shall act as liaison between the Board of Directors and the Artistic Director.

3. General Manager.

The Board may engage a General Manager who shall have responsibility, under the general direction of the Board, for the management of the business and administrative affairs of the Society. An annual contract defining the amount of compensation and terms of employment shall be mutually agreed upon by the General Manager and the Board of Directors, subject to review prior to approval of the next fiscal year’s budget. The General Manager shall serve ex officio as a non-voting member of the Board and shall report directly to the Board.

ARTICLE VII. FISCAL ACTIVITIES

1. Fiscal Year.

The fiscal year of the Society shall begin July 1, and end June 30.

2. Signature Authority.

All checks, drafts, or orders for payment of money, notes, and other evidences of indebtedness, issued in the name of the Society, shall be signed by the Treasurer, Chairman, or other officer authorized by Board. Requirements for dual signatures by such executive officer or other designated officers may be designated if deemed appropriate by resolution of the Board.

3. Deposit of Funds.

All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.

4. Artistic Director’s Budget Authority.

The Board has sole authority to accept any financial responsibility on behalf of the Society, but the Board may assign limited authority to the Artistic Director or other personnel within the limitations of the Society budget.

The Artistic Director may appoint personnel necessary to carry out the music activities of the Society. Any compensation paid to such personnel shall be approved in advance by the Board via the annual budgeting process.

5. Budget.

The Board shall prepare and approve an annual budget prior to the new fiscal year and submit it to the Society membership for information in the spring prior to the beginning of the new fiscal year. The Board shall authorize the appointment of personnel as deemed necessary for the conduct of Society affairs and the management of Society assets. The amount and terms of any compensation shall be mutually agreed upon by the individual and the Board. All such arrangements shall be subject to review by the Board prior to approval of the next fiscal year’s budget.

ARTICLE VIII. RECORDKEEPING

1. Historian.

The Board shall appoint an Historian whose duties shall be to collect news clippings, programs, record books, recordings of Society performances, and other material pertinent to activities of the Society. Except for current materials and working documents, these materials have been deposited in The Eberly Family Special Collections Library at Penn State - University Park. All collected materials shall be available for review by Society members, but shall not be removed from the collection. A process for future submissions/deposits to the Library shall be determined, within the requirements of the Penn State Library. Should the Special Collections Library no longer accept Society materials, alternate arrangements for storage of institutional documents shall be made.

2. Records.

The Board members and appointed staff shall maintain proper records of their activities and responsibilities while in office. These records shall be passed on to the incoming Board and staff, and eventually to the Historian.

ARTICLE IX. ARTISTIC ACTIVITIES

1. Artistic Director.

The Artistic Director of the Society shall be engaged by the Board of Directors and shall be responsible for all musical and artistic decisions. Specific duties and responsibilities of the Artistic Director shall be outlined in the Artistic Director’s mutually agreed upon annual contract. The Artistic Director shall submit all proposed programs to the Board for review of their financial feasibility.

2. Guest Conductors.

In certain circumstances, it may be necessary or desirable to employ for a specific concert a guest conductor who is not under contract as the Artistic Director. In such cases:

a. The Artistic Director’s contract shall be renegotiated to reflect his/her reduced responsibilities. The renegotiated contract shall state whether the Artistic Director is to retain the responsibility for the musical quality of the concert.

b. A separate contract shall be negotiated with the guest conductor, specifying his/her responsibilities and authority with regard to the musical/artistic quality of the concert and his/her relationship with the Artistic Director.

3. Programming and Rehearsals

The Artistic Director shall submit to the Board a proposed program and budget for the next concert season by the January Board meeting.

Regular rehearsals shall be held weekly during the fall, winter and spring of each year at a time and place approved by the Board. The Artistic Director, in consultation with the Board of Directors, shall present to the Society a tentative calendar of rehearsals and concerts at the beginning of each season. Special rehearsals may be scheduled by the Artistic Director.

4. Replacement of Artistic Director.

When it becomes necessary for the Society to select a new Artistic Director, the Board shall form a search committee to screen candidates for Artistic Director. This committee shall be composed of Society members, Board members and any outside consultants deemed necessary to evaluate all potential candidates. The search committee shall solicit applications for the position and recommend qualified candidates to the Board. Each candidate shall be presented to the membership through one or more of the following means:

a. A question/answer session with the membership.

b. Conducting a rehearsal

c. Acting as a guest conductor to prepare and perform a concert.

Any number of candidates may be presented in this manner. Following the presentation of each candidate, the search committee shall solicit opinions and comments from the membership and the Board, recording the results in a suitable anonymous manner. When all candidates have been presented, the Board will select the new Artistic Director.

5. Appointment of Interim Artistic Director.

Should the Artistic Director become unexpectedly indisposed, due to health or other reasons, the Board shall appoint an interim Artistic Director to fulfill the duties of the position until such time as the Artistic Director can return, or a search for a replacement can be conducted by the Board.

ARTICLE X. ACQUISITION & ADMINISTRATION OF MAJOR ASSETS

1. Major Assets.

The Board shall be responsible for the policies and procedures regarding the acquisition and administration of major assets of the Society. A major asset is defined as any material, which shall require expenditure beyond the established budget for its acquisition, or the use of Society funds and/or resources for its continued maintenance.

2. Requirements for Acquisition Major Assets.

The Board shall have the power to acquire a major asset by majority approval of the Board if the following conditions are met:

No indebtedness will be incurred by the Society in acquiring the asset.
The continuing maintenance costs are less than 3% of the current annual budget amount.

If the above conditions are not met, the acquisition must be approved by the Society membership. A proposal outlining a strategy to acquire the asset shall be prepared by the Board or by a special committee appointed by the Board. The proposal shall contain detail including the cost of acquiring the asset, its continuing maintenance costs and other pertinent data. Following approval by the Board, the proposal shall be presented to the Society membership orally, in writing, by facsimile, or electronically at least two (2) weeks prior to final approval by majority vote of the Society membership.

3. Disposition of Major Assets

The Board may at its discretion dispose of major assets in a manner consistent with the goals of the Society. In no case shall the assets of the corporation inure to the benefit of any private individual.

ARTICLE XI. GENERAL PROVISIONS

1. Membership Meetings.

General membership meeting of the Society shall be held to conduct elections for Directors of the Board and other purposes at the discretion of the Board. The Board shall appoint one of its elected members to conduct general membership meetings of the Society. Notice of the meeting shall be delivered to the membership orally, in writing, by facsimile, or electronically at least five (5) days prior to the meeting.

Fifty percent (50%) of the Society membership shall constitute a quorum for the transaction of business at any meeting of the membership. When a quorum is not present, a subsequent meeting may be scheduled at which twenty-five percent (25%) of the Society membership shall constitute a quorum.

2. Amendment of Bylaws.

The Board of Directors shall have the power to alter, amend, or repeal the Bylaws and to adopt new Bylaws by a two-thirds (2/3) majority vote of the Board of Directors, provided that no such action shall be taken if it would in any way adversely affect the Society’s qualifications under Section 501(c)(3) of the Internal Revenue Code or any corresponding sections of any prior or future law.

Any proposed amendment(s) to the By-Laws shall be presented at a duly called meeting of the Board of Directors. The proposed Bylaw changes shall be made available to the Society membership orally, in writing, by facsimile, or electronically for comment at least two (2) weeks prior to the Board vote to accept the proposed changes. A vote shall then be held on the proposed amendment(s) at the next meeting of the Board of Directors. A two-thirds (2/3) affirmative vote of the Board of Directors is required in order for the By-Laws to be amended.

Since Article IV, Sections 1 and 2 and Article X confer powers to the membership of the Society, amendment of these sections shall require approval of the membership. Proposed changes to these sections shall be made available to the Society membership orally, in writing, by facsimile, or electronically for comment at least two (2) weeks prior to a vote by the Society. A vote shall then be held on the proposed amendment(s) at a duly called meeting of the Society membership with a quorum noted as per Section 1 of this Article. An affirmative vote by a majority of the members present is required in order for these sections of the By-Laws to be amended.

3. Dissolution.

If the Society proves unable to carry out the purpose for which it was created, the Society shall be dissolved in accordance with law. Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society to such organization or organizations, as the Board of Directors shall select, which are organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3). If the Board of Directors proves unable to agree upon the disposition of the Society's assets, all residual assets shall be surrendered to the Circuit Court in the county in which the Society's principal office is located for disposition by the Court for the benefit of other organizations that are exempt under Section 501(c)(3).

4. Procedure.

If the Bylaws are silent as to any procedural aspect of any action or meeting hereunder, the procedures of the latest edition of Robert’s Rules of Order shall control such procedure.

5. Indemnification of Directors

The Society may purchase and maintain insurance for the purpose of reimbursing and indemnifying any director, officer, agent, or employee against losses reasonably incurred by him or by her (including, without limitation, judgments, penalties, fines, settlements, and reasonable attorneys’ fees and other expenses) in connection with any action, suit, or proceeding to which he or she may be made a party by reason of being or having been a director, officer, employee, or agent of the Society. To the extent that any director, officer, employee, or agent reasonably incurs such losses in connection with any such action, suit, or proceeding which are not reimbursed by insurance (whether purchased by the Society or by the individual director or officer, agent, or employee), the Society shall indemnify such director, officer, agent, or employee against such losses including reasonably incurred expenses pursuant to procedures consistent with Pennsylvania law (TITLE 15, PART II, SUBPART C, ARTICLE B, Chapter 57, Subchapter B, § 5713), unless the act or failure to act giving rise to the claim constituted willful misconduct or recklessness.

We certify that these Bylaws of The State College Choral Society as amended were adopted at a meeting of the Society held on April 16, 2018 at 9:01 p.m. at the Trinity Lutheran Church in State College, PA. Adoption of the bylaws was by acclamation of a quorum of the members of the Society.

Previous Dates of Amendment: April 26, 2017, April 16, 2018

Date of Amendment: November 16, 2022

Zachary Zembower, Board Chair

Rebecca Gillan, Secretary