CONSTITUTION

ARTICLE 1. NAME

 The name of this organization is "Huntington Men's Chorus, Inc."

 ARTICLE 2. PURPOSES

 The purposes for which the Huntington Men's Chorus, Inc. is formed are: 

1.      to cultivate and further the art of male choral singing;

2.      to develop the musical talents of its members;

3.      to provide public performances of male choral music;

4.      to foster within the community an interest in and appreciation of male choral music;

5.      to support community programs of music education and appreciation.

 ARTICLE 3. INCORPORATION

 Section 1. Not‑for Profit Corporation

The Huntington Men's Chorus, Inc. is a corporation as defined in subparagraph (a) (5) of Section 102 of the New York State Not‑for‑Profit Corporation Law.

 Section 2. Tax Exempt Status

The Huntington Men's Chorus, Inc. is a tax‑exempt organization.  As such, it shall not carry on any activities which are not permitted by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code.

Section 3. Use of Earnings

No part of the net earnings of the Corporation shall be used to benefit any Member of the Huntington Men's Chorus, Inc. or any private individual; however, reasonable compensation may be paid for services rendered to or for the Chorus.

Section 4. Dissolution

In the event that the Huntington Men's Chorus, Inc. is dissolved, no Member or any private individual shall be entitled to share in the distribution of any of the Corporation's assets.  The Board of Directors, at its sole discretion, shall distribute such assets to tax‑exempt organizations which qualify under the Internal Revenue Code.

ARTICLE 4. BY‑LAWS

The By‑Laws shall provide for the governance and management of the Huntington Men's Chorus, Inc. and the rights and obligations of Members.

ARTICLE 5. AMENDMENTS

This Constitution may be amended by a two‑thirds vote of the entire membership of the Huntington Men's Chorus, Inc.  Such vote shall be conducted via a written ballot distributed to each.

 ARTICLE 1. MEMBERSHIP

 Section 1. Prospective New Members 

1.     To become a Member of the Huntington Men's Chorus, Inc., a candidate must pass a singing audition conducted by the Auditions Committee.

2.      A former Member who wishes to return to the Chorus does not have to re‑audition.

 Section 2. Members of the Chorus 

1. The Members of the Huntington Men's Chorus, Inc., shall be those individuals who: 

a.      have successfully completed an audition conducted by the Auditions Committee; and

b.   intend to sing in the next Chorus concert or have sung in at least one Chorus concert during the preceding two years; and

c.      have paid the annual membership dues.

 

Section 3. Membership Rights, Privileges and Responsibilities 

1.      All Members shall be entitled to vote, hold office, and serve on committees.

2.      All Members shall be entitled to enjoy all privileges of membership in the Chorus.

3.  All Members shall abide by the Constitution and By‑Laws of the Chorus and fulfill such other responsibilities of membership as determined by the Board of Directors.

 Section 4. Members on Leave 

1.    From time to time some Members may be unable to participate fully in the activities of the Chorus and, therefore, do not pay their dues.  Providing such individuals indicate an intention to return to the Chorus in the future, they may be considered Members on Leave.

2.      Members on Leave must return to become Members within two years or their membership will cease.

3.     Members on Leave shall not have the right to vote, hold office, serve on committees, or sing at concerts; however, they may sing at rehearsals.

Section 5. Member Decorum 

1.     If the behavior of a Member is deemed by the President to be detrimental to the operation of the Chorus, the President shall notify the Member that his behavior is unacceptable and indicate what behavior is expected in the future.

2.     If the unacceptable behavior continues, the President shall inform the member that his membership may be terminated if such behavior does not cease.  At this stage, the President shall inform the Board of Directors of the situation.

3.     If the unacceptable behavior persists, the President shall refer the matter to the Board of Directors for action.  The Board, at its sole discretion, shall determine how to proceed.

4.    No Member may be expelled from the Chorus without a vote of at least eight members of the Board of Directors to do so. 

ARTICLE 2. ANNUAL AND SPECIAL MEETINGS 

Section 1. Annual Meeting 

An Annual Meeting of the Members shall be called by the President no later than April 15th for the purpose of electing the Officers and Directors of the Chorus and Trustees of the Huntington Men’s Chorus Endowment Fund for the following year.  The Annual Meeting shall be held on a regular rehearsal night.  Notice of this meeting shall be announced at each of the two regular rehearsals immediately preceding the date of the Annual Meeting.

 Section 2. Special Meetings 

Special Meetings of the Members, for any purpose, may be called by the President or a quorum of  the Board of Directors at such times as they deem appropriate. 

Section 3. Quorum and Required Vote 

A majority of the members shall constitute a quorum at any meeting.  A majority vote of those present shall be sufficient to pass any motion or for an election, unless otherwise provided in the By‑Laws. 

ARTICLE 3. BOARD OF DIRECTORS 

Section 1. Board Membership 

1. The Board of Directors ("the Board") of the Huntington Men's Chorus, Inc. shall consist of the Officers (President, First Vice President, Second Vice President, Secretary, Treasurer, Librarian), eight Directors, and the immediate Past President.
2. Only Members may serve on the Board.

The Board of Directors shall be the governing body of the Corporation and shall have overall responsibility for the operations of the Chorus.  The Board shall have the following responsibilities: 

1. to set policy for the operations of the Chorus;
2. to approve all performances of the Chorus;
3. to critique the quality of the Chorus performances, activities, and operations;
4. to hire, evaluate, compensate and, if it deems appropriate, dismiss the Conductor and Accompanist of the Chorus;
5. to engage in long‑range planning for the Chorus;
6. to make final decisions regarding disciplinary situations which arise with Chorus Members;
7. to authorize the expenditure of Chorus funds and the use of Chorus property;
8. to monitor the financial operations of the Chorus and establish appropriate financial controls;
9. to approve vendors, contractors and others who receive compensation for services provided to the Chorus;
10. to adopt an annual calendar of rehearsals, performances, auditions, activities and meetings of the Chorus and Board;
11. to determine annual membership dues;
12. to determine the cost of tickets for performances and other activities;
13. to adopt a budget for the fiscal year;
14. to designate the depositories for the funds of the Corporation and approve the signatories for such accounts;
15. to designate the person(s) to issue a compilation report of the financial operations of the Chorus for the prior fiscal year;
16. to review appointments by the President;
17. to conduct such other business as is necessary for the proper governance and  management of the Chorus.

Section 3. Election

The Board of Directors shall be elected at the Annual Meeting.

Section 4. Term of Office

The members of the Board of Directors shall serve a term of one year commencing on the day after the Spring Concert and ending at the end of the day of the succeeding Spring Concert.  Board members may be elected to serve subsequent terms.

Section 5. Meetings

Meetings of the Board may be called at any time by the President or by a quorum of the Board.  Written notice of the meeting shall be given to Board members at least a week in advance; however, under extenuating circumstances, a meeting may be held without written notice.

Section 6. Annual Organizational Meeting

An Organizational Meeting of the Board shall be held no later than June 1st of each year.  At this meeting the Board shall adopt the annual calendar; determine the annual membership dues and cost of concert tickets; determine the annual compensation for the  Conductor and Accompanist; adopt a budget for the fiscal year; designate the depositories for funds and signatories for account; designate the person(s) who will be responsible for issuing a compilation report of the financial operations of the Chorus; review appointments by the President; and conduct such other business as may be necessary at that time.

Section 7. Quorum and Required Vote

The presence of eight or more members of the Board shall constitute a quorum at any duly called meeting.  A majority vote of those present shall be sufficient to pass a motion.

Section 8. Vacancies on the Board

In the event a vacancy occurs on the Board during a member's term, a successor shall be elected within thirty days by a majority vote of the remaining Board members.  A Board member so elected shall serve the remainder of the vacating Board member's term.

Section 9. Removal from Office

Members of the Board may be removed from office prior to the end of their term by majority vote, by secret ballot, of the Members present at a Special Meeting of the Chorus membership called for this purpose on a regular rehearsal night.

ARTICLE 4. OFFICERS

Section 1. President

The President shall serve as the Chief Executive Officer of the Corporation.

Section 2. First Vice President

The First Vice President shall perform the duties of the President during the latter's absence or incapacity and shall carry out such other duties as may from time to time be assigned by the President.

Section 3. Second Vice President

The Second Vice President shall perform the duties of the First Vice President during the latter's absence or incapacity and shall carry out such other duties as may from time to time be assigned by the President.

Section 4. Secretary

The Secretary shall record and preserve the minutes of all meetings of the membership and Board of Directors and carry on such correspondence on behalf of the Chorus as may be requested by the President.

Section 5. Treasurer

The Treasurer shall be the Chief Financial Officer of the Corporation.

Section 6. Librarian

The Librarian shall be responsible for distributing to and collecting from Members copies of all music which the Chorus will perform.  He shall also maintain the Music Library of the Chorus and order copies of music to be added to that Library.

Section 7. Absence or Incapacity of Other Officers

In the event of the absence or incapacity of the Secretary, Treasurer, or Librarian, the Board of Directors shall designate a member to carry out the duties of that office until such Officer is able to resume his duties or until a new Officer is chosen.

ARTICLE 5. COMMITTEES

Section 1. Nominating Committee

Prior to March 1 of each year, a five‑member Nomination Committee shall be elected at a meeting of the Chorus membership on a regular rehearsal night.  Any Member who wishes to serve on the Committee may have his name placed on the ballot.  The five candidates with the highest number of votes shall serve on the Committee, with the Member receiving the highest number of votes serving as Chairman.  No later than April 1st, the Nominating Committee shall present to the membership nominations of candidates for the Board of Directors and for Trustees of the Huntington Men’s Chorus Endowment Fund.  Additional nominations may be made from the floor at the time of the election, in which case the election shall be held by secret ballot. 

For Fiscal Year 2001/02, the Nominating Committee shall present nominations of  candidates for the three trustee positions of the Huntington Men’s Chorus Endowment Fund for respective terms of one, two and three years.  In each year thereafter, the Nominating Committee shall present one nomination of a candidate for the expiring trusteeship to serve a three year term.   

Section 2. Music Committee 

1. There shall be a Music Committee, consisting of at least five members, which shall be responsible for selecting the musical programs for all performances of the Chorus.  The President shall appoint the Chairman, and after consultation with the Chairman, the other members of the Committee.  The Librarian shall be an ex‑officio member of the Committee.

2. The Chairman shall contact the Conductor to solicit his suggestions for music which might be appropriate for a program.  Once the Committee has developed a tentative program for a performance, the Chairman shall meet with the Conductor to obtain his reactions. The suggestions of the Conductor should be considered carefully; however, final decisions regarding a program shall be made by the Music Committee.

Section 3. Section Leaders

The President shall appoint one member from each section of the Chorus (First Tenor, Second Tenor, Baritone, Bass) to serve as the Section Leader for the year.  The Section Leader shall assist the President by giving him feedback from section members and by carrying out such other duties as may from time to time be assigned by the President.

Section 4. Auditions Committee

1. There shall be an Auditions Committee, consisting of the members of the Music Committee and the Section Leaders, which shall be responsible for:
   1. auditioning all prospective new members and determining if those individuals meet the musical qualifications to be in the Chorus; and
   2. audition Members for solos or ensembles.
2. The Chairman of the Music Committee shall also serve as Chairman of the Auditions Committee.
3. As soon as practicable following an audition, the Chairman shall notify candidates of the decision of the Committee.
4. Auditions shall be held in accordance with the calendar approved by the Board of Directors.

Section 5. Other Committees

1. The President shall appoint the Chairman of all other committees which he believes will result in the effective management of the Chorus.
2. After consultation with the Chairman, the President shall also appoint the other committee members.
3. The President shall notify the Board of Directors of his committee appointments at the Organizational Meeting.  In the event of subsequent appointments, he shall inform the Board at the first meeting following such appointments.
4. The President, or his designee, shall be an ex‑officio member of all committees.

 Section 6. Term of Office

 Section Leaders, Committee Chairmen and Committee Members shall commence service upon appointment by the President, and shall serve through the day of the succeeding Spring Concert; provided, that the outgoing Music Committee shall also continue to serve through, and be responsible for, the Summer Concert.  This section shall not apply to the Nominating committee, which is governed by Article 5, Section 1.  Committee Chairmen and members may be appointed to serve subsequent terms.

ARTICLE 6. ENDOWMENT FUND

Section 1. Name of Fund

There shall be an endowment fund to be called the Huntington Men’s Chorus Endowment Fund (“Endowment Fund”).

Section 2. Purpose of Fund

The Endowment Fund shall provide a source of income to the Huntington Men’s Chorus through the investment of the principal of the Endowment Fund.

Section 3. Source of Funds

The Endowment Fund shall consist of cash and non-cash property contributed to the Huntington Men’s Chorus, including all earnings thereon, which are not expressly earmarked by the donor for a specific purpose.

Section 4. Management of Endowment Fund

1.    The Endowment Fund shall be managed by a committee of three trustees (the “Trustees”) to be elected pursuant to ARTICLE 2, Section 1 of these by-laws.

2.     The Trustees shall meet not less frequently than annually.

3.    Any non-cash property contributed to the Endowment Fund shall be converted into cash as soon as practicable after such contribution.

4.    The Trustees shall be authorized to invest all cash in the Endowment Fund into (a) an account at one or more financial institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation or (b) U.S. Treasury bills or notes (the “Endowment Account”). The Endowment Account shall be kept separate from all other accounts maintained by the Huntington Men’s Chorus.

5.    There shall be no invasion of the principal of the Endowment Fund.

6.   The earnings of the Endowment Fund shall be transferred to the operating account of the Huntington Men’s Chorus at such times as the Trustees deem appropriate, unless otherwise directed by the Board of Directors.

7.    No later than the day of the Spring Concert, the Trustees shall submit an annual report of the financial status of the Endowment Fund to the Board of Directors.

 Section 5. Term of Office

 Subject to the provisions of ARTICLE 5, Section 1 (c) of these by-laws, Trustees shall each serve a term of three years commencing on the day after the Spring Concert in the year of their respective elections and ending at the end of the day of the third succeeding Spring Concert.

Section 6. Vacancies

In the event that a Trustee vacates his position prior to the expiration of his term, a successor shall be elected within thirty days by a majority vote of the Board of Directors.  A Trustee so elected shall serve the remainder of the vacating Trustee’s term.

ARTICLE 7. FINANCIAL

Section 1. Fiscal Year

The Fiscal Year of the Huntington Men's Chorus shall begin on July 1st and end on June 30^th of the following year.

Section 2. Depositories of funds 

1.  All monies received by the Chorus shall be deposited in accounts designated by the Board of Directors.                                                                 

2.     The Board of Directors shall designate those Members who are authorized signatories for these accounts.

Section 3. Annual Financial Report

By August 31st, the Treasurer shall submit the financial records of the Corporation for the prior fiscal year to the person(s) designated by the Board of Directors to issue a compilation report of the financial operations of the Chorus.  Such compilation report shall be submitted to the Board of Directors no later than November 15th of the fiscal year.

Section 4. Financial Report to Members

No later than January 31 of each year, the Treasurer shall submit to the membership a written report regarding the finances of the Corporation for the prior fiscal year and for the current fiscal year to date.

Section 5. Membership Dues

Annual dues for Members shall be established by the Board of Directors at its Organizational Meeting.

Section 6. Dues and Other Payments 

1. The Treasurer shall be responsible for collecting the annual dues and any other payments from Members.
2. The Treasurer shall issue written notices to members in arrears over thirty days. If payment is not made within fifteen days after such notice, the matter will be referred to the President.  If payment is not made within fifteen days after the Member has been contacted by the President, the matter will be referred to the Board of Directors for action.
3. The Board of Directors is authorized to reduce, defer or cancel the dues of any Member who, in the opinion of the Board, is financially unable to pay, but whose continued membership serves the best interest of the Chorus.
4. The Board of Directors is authorized to terminate the membership of any Member who fails to meet his financial obligations to the Chorus.