By-Laws of the Sunnyvale Singers

Article I - Name and Definitions

The name of this organization is the Sunnyvale Singers.

Article II - Purpose and Objectives

The Sunnyvale Singers is a performance-oriented community singing group with the goal of providing the members and the audiences a musically rewarding and enjoyable experience.
The group also strives to provide each member of the group with the opportunity to explore and expand his/her own individual talents, musicianship, and associated performance skills.
Through the presence and visibility of the group in the community, an endeavor is made to enhance the image of Sunnyvale in the eyes of neighboring communities and throughout the Bay Area of Northern California.

Article III - Members

All persons who love to sing are eligible to become members of the Sunnyvale Singers. While auditions are not required, the Director may ask members who do not demonstrate vocal experience on a par with the rest of the choir to "sit out" at concert time.
To become a member a singer must:
1. join by October for the first semester or February for the second semester each year. After the second month of each concert season prospective members may "audit" the rehearsals, but should not expect to perform in concerts.
2. attend most rehearsals. The Director may ask members who have not attended a sufficient number of rehearsals to "sit out" at concert time.
3. make a monetary contribution at the beginning of each semester. The basic membership donation level is set by the Board. Additional, higher levels of contribution are also set by the Board and are accompanied by additional recognition as determined by the Board. Contributions may be waived in cases of financial hardship.
4. fill out and sign a membership application/information sheet which may or may not include a waiver or disclaimer, if required by the current liability insurer of the Choir.
5. make a music deposit for the use of music.
6. acquire appropriate costume for participation in performances.
A member may be dismissed from the Choir by a majority vote of the Full Board for behavior unbecoming of a member of the Choir. Extenuating circumstances may be appealed to the Executive Board by the individual.
All members have privileges of the floor at all meetings of the Choir, as time permits, and all regular Board meetings, except closed meetings of the Full Board or Executive Board.
No member shall be discriminated against because of race, religion, creed, color, gender, age (persons 40 years of age or older), disability, national origin, or any other basis to the extent prohibited by federal, state, or local law.

Article IV - The Executive Board and Full Board

The Executive Board shall consist of the President, Vice President, Secretary, Treasurer, and the Director.
The Full Board shall consist of the Executive Board, Section Leaders, and all appointed Managers.
All affairs of the Choir, except where provided otherwise in these By-Laws, shall be conducted by the Full Board, whose authority shall be final. Each member of the Full Board shall have one vote. While all members of the Choir have privileges of the floor in most matters, only members of the Full Board are eligible to vote at Board meetings.
The four elected officers (President, Vice President, Secretary, and Treasurer) serve for a term of one year which commences on or about October 1. Nominations and elections are conducted as set forth in Article VI.
If the Presidency becomes vacant during a term, the Vice President shall assume the office of President, and the Full Board shall appoint a member to fill the position of Vice President for the remainder of the term. If a vacancy occurs in another office during a term, the Full Board shall appoint a member to fill the position for the remainder of the term.

Article V - Officers

The Director shall be an officer ex officio, a member of the Executive Board with full voting privileges, and shall be the official representative of the group in all artistic affairs. His/her duties shall include, but shall not be limited to, the following:
1. selection and placement of members.
2. programming of concerts, and selection and ordering of music within the budget limitations set by the Board.
3. selection of soloists or instrumentalists, either professional or from the Choir. If professional soloists or instrumentalists are selected, their fees are subject to approval by the Full Board upon recommendation by the Director.
4. selection of other accompanists or orchestral groups to assist in preparation for, and performance of concerts. Any fees are subject to approval by the Full Board upon recommendation by the Director. The Accompanist shall report to the Director.
5. conducting and scheduling of all rehearsals and all performances, unless otherwise delegated by him/her.
The President shall be the chief executive officer of the Choir. He/she shall preside over all meetings of the Board and of the Choir. He/she shall compile and present all business at hand, and may call upon cognizant Board members or Choir members to assist him/her in specific items.
The Vice President shall assume the responsibilities and carry out the duties of the President in the President's absence. He/she will also assist the President in any duties and responsibilities as the President may reasonably request.
The Secretary shall record the proceedings of the meetings of the Choir and of the Board and shall submit the record to the Board for approval in a timely manner. He/she shall have charge of the correspondence of group and shall maintain a file of the group's records and correspondence.
The Treasurer shall be the custodian of all funds of the group. He/she shall:
1. collect all dues and moneys from other sources.
2. pay all bills.
3. maintain a group checking account and/or ATM card account.
4. give a complete report of finances at each regular Board meeting and prepare such other periodic written reports as may be required
5. maintain a complete set of financial records.
6. annually prepare a draft budget.
7. perform any other duties incidental to his/her office as may be directed by the Board.
There are four Section Leaders, one for each section: Soprano, Alto, Tenor, Bass. Each Section Leader shall be responsible for distributing information to members in their respective section as regards attendance and special instructions.

Article VI - Nomination, Election, and Appointment of Officers

Terms of Office: The term of office for the members of the Executive Board, excluding the Director, is one year, commencing on or about October 1. Executive Board members may succeed themselves in the same office indefinitely.
Nominating Committee: The Full Board will form a Nominating Committee to prepare a list of one or more candidates for each of the four Executive Board offices.
Nominations: By the second or third rehearsal of the Fall Semester (on or about September 15) each year, the Nominating Committee shall announce their list of nominees for President, Vice President, Secretary, and Treasurer at a regular meeting of the Choir. No one will be nominated who has not previously agreed to the nomination. The Chair of the Nominating Committee shall open the meeting for nominations from the floor at this time. Nominees present at the meeting shall accept or decline such nominations; nominees who are absent will be considered to have declined the nomination unless the Choir can be assured that the nominee has accepted the nomination. The date and time of the election shall be announced at this same meeting.
Elections: No earlier than one week after the presentation of nominations from the Nominating Committee, the election shall be held at a regular meeting of the Choir. The Chair of the Nominating Committee shall again call for nominations from the floor. Nominees present at the meeting shall accept or decline such nominations; nominees who are absent will be considered to have declined the nomination unless the Choir can be assured that the nominee has accepted the nomination.
Balloting: Election shall be by secret ballot or by acclamation, as the Choir may appropriately decide. Official ballots cast shall be collected and counted by tellers appointed by the President, and the results immediately announced. The results of an election by acclamation shall be immediately announced by the President unless two or more Choir members in good standing object, in which case an election by secret ballot shall ensue as described above. The outgoing President (if indeed he/she is outgoing) shall introduce the new President. The new President shall then assume the role of presiding over the remainder of the meeting and shall introduce the other elected officers.
Section Leaders: Section Leaders are elected by their respective sections for one year terms, commencing on the date of their election, usually at the meeting at which the election for the Executive Board offices is held or the appointment of the non-elected officers is announced.

Article VII - Appointed Managers

The Executive Board shall appoint members to hold the following offices: Membership Manager, Librarian, Booking Manager, and Historian. The Executive Board may establish other offices as needed to fulfill specific duties, and may appoint members to these offices.
Terms of office: The terms of office for appointed Managers is one year, commencing on the date of their appointment, unless otherwise specified by the Executive Board at the time of appointment. Managers may succeed themselves in successive terms of the same office indefinitely. Appointments shall be announced at the next regular meeting of the Choir.
The duties of the Membership Manger shall include:
1. maintaining a database of members and keeping it current.
2. keeping records of attendance at all rehearsals and reporting attendance to the City of Sunnyvale regularly, as required by the City.
3. providing a roster of members at least once each concert season by October and February.
4. informing the Board and Director when members have excessive absences.
5. keeping the Librarian informed of changes in status of members.
The duties of the Librarian shall include:
1. the storage, maintenance, and distribution of music
2. the collection of music deposits from members and the accounting for those deposits to the Treasurer
3. keeping track of music in the possession of members.
4. periodically inspecting the music storage cabinets in the rented storage space to ensure the health, safety, and soundness of the music stock.
The duties of the Booking Manager shall include:
1. contacting prospective clients and arranging non-public concerts, for a fee or not, as directed by the Board.
2. working with the Director and Choir on the setting of dates and times for concerts.
The Historian shall be the custodian of the archives of the Choir. The duties of the Historian shall include:
1. working with the Membership Manager to maintain a history of Choir membership.
2. working with the Secretary to maintain a history of major milestones in the life of the Choir and significant correspondence.
3. working with the Director and Booking Manager to maintain a record of concert dates and programs.
4. maintaining a file of newsletters and/or newspaper articles about the group.
5. working with all Choir members to maintain an archive of photos, videos, and/or audio tapes

Article VIII - Meetings

The Board shall schedule at least four regular Board meetings per semester which are announced at a regular meeting of the Choir at least one week in advance. Special meetings may be called by the President at any time, by notifying all members of the Full Board and allowing reasonable time to attend.
Quorums:
1. A regular quorum is defined for meetings of the Board when: the meeting is scheduled and the Choir is notified at least one week in advance; there were no changes in the time or location of the meeting since the notice; and at least three of the elected Executive Board members are present (not including the Director).
2. An emergency quorum is defined for emergency meetings of the Board when two-thirds of the Full Board members are present.
3. In extreme cases, the President may act on behalf of the Board and Choir when every reasonable effort has been made to consult as many Board and Choir members as possible in the extremely short time frame allowed, and there is reasonable assurance that the Full Board will uphold the action by simple majority at the next opportunity when an appropriate quorum is present.
4. Regular weekly rehearsals of the Choir normally include a short business meeting. A quorum at the business meetings of such regular rehearsals consists of those members present.
Additional meetings may be called by the President or by a petition of at least one-third of the members of the Choir. A quorum at such meetings is two-thirds of the members of the Choir as of the last reported membership to the City of Sunnyvale.
Voting: Every member of the Choir in good standing and present shall be entitled to one vote in any regular meeting of the Choir. Every member of the Full Board in good standing and present shall be entitled to one vote in any regular meeting of the Board. Absent members shall not be entitled to vote by proxy. All matters shall be decided by a simple majority vote, except as required to be decided otherwise in the By-Laws or by statute.

Article IX - Member Obligations

Members shall make a contribution twice a year at the beginning of each concert season. There shall be several levels of membership with amounts, designations and associated recognition determined by the Board. In the case of financial hardship, the membership contribution may be waived by the Board under the recommendation of the Treasurer, Membership Manager, Librarian, or other interested member. Contributions shall be non-refundable.
Members shall acquire appropriate costumes for performances. The costume shall be as designated by the Board with the consultation of the Director. Costumes shall be made available by the Logistics Officer, or other appointee of the Board, for purchase by members of the choir.
Music deposits are separate from member contributions. The Board, upon the recommendation of the Director and/or Librarian, sets the amount of the music deposit. The music deposit is refundable upon resignation or dismissal. In the case of financial hardship, the music deposit may be waived by the Board under the recommendation of the Librarian or other interested member.

Article X - General Rules and Regulations

Rehearsals: Attendance at rehearsals is required for a member to stay in good standing. The Director may ask any member to "sit out" from a concert for excessive absences or for absence from the dress rehearsal for that concert. Such decisions may be appealed to the Board. Persistent excessive absences may be grounds for dismissal from the Choir by the Board.
Performances:
1. Appropriate dress for each concert will be determined by the Director, in consultation with the Board.
2. Any given member's participation in performances is at the discretion of the Director.
Music:
1. All music not purchased by the individual is the property of the Choir.
2. Each member is responsible for the music assigned to him/her and is expected to keep it in good condition.
3. A monetary deposit is required for the issuance of music to an individual. Lost or damaged music shall become the financial responsibility of the individual.
In the event the Sunnyvale Singers should disband, all property thereof shall be sold and the proceeds of the sale, together with any funds on hand, shall be contributed to one or more charitable organization(s) to be selected by the membership at a regular meeting, or by the Board if regular meetings of the membership have ceased, or by appropriate office of the City of Sunnyvale if the Board can no longer must a quorum.

Article XI - The Director and the Accompanist

The position of Director shall be filled by a competent music director or conductor who shall be selected and hired by the Board.
The position of Accompanist shall be filled by a competent pianist who shall be selected and hired by the Board upon the recommendation of the Director.
The Director and Accompanist will normally be paid as employees of the Sunnyvale Singers.

Article XII - Method of Amending By-Laws

These By-Laws may be amended by a two-thirds vote of all members present at any regular meeting, following the meeting at which the amendments are presented. All changes approved by the membership must be submitted to the City of Sunnyvale for final approval.

Adopted May 6, 1997
Amended February 29, 2000

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