CODA Chorus By-laws, revised November 2005
ARTICLE I – NAME
Section I: The name of the organization will be Community Organists and Directors Association. It will be referred to as CODA Chorus or CODA.
ARTICLE II – PURPOSE
Section I: CODA, a non-profit 501(c)(3) corporation organized under the regulations of the Internal Revenue Code of 1986, exists to encourage the enjoyment of singing and to raise the level of music appreciation in Winthrop and surrounding communities by presenting concerts.
Section II: Concert(s) time and place is/are determined by the Board of Directors and the Music Director.
ARTICLE III – MEMBERSHIP
Section I: Membership is open to anyone with musical interest of high school age or older. Middle school students are welcome when accompanied by an adult. The Board of Directors may permit a middle school student to attend meetings, rehearsals, and performances unaccompanied.
Section II: An active member is a person who has paid seasonal dues in the present or immediate past season.
ARTICLE IV- DUES
Section I: The Board of Directors will determine the seasonal dues for CODA and the date they are to be paid by. Dues are used to help defray the expenses of CODA.
Section II: The Board of Directors may waive the total amount of seasonal dues or reduce the seasonal dues if requested by an individual. A request for waiver or reduction of seasonal dues must be submitted to one member of the Board of Directors in writing. This Director will bring the request for waiver in confidence to the attention of the Board of Directors for action. The person whose seasonal dues are waived or reduced will be an active member. Seasonal dues will be waived for middle school and high school students.
Section III: Participation in rehearsals or performances is contingent upon payment of the present season dues.
ARTICLE V – OFFICERS, DIRECTORS AND DUTIES
Section I: The Officers will be: President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer.
Section II: An Officer will be an active member. Officers shall be elected at the Annual Meeting for a term of one year. Officer terms will commence immediately upon the completion of elections, whether all offices are filled or not.
Sector III: A Director will be an active member. The number of Directors will be four (4). Director(s) shall be elected at the Annual Meeting for a term of two (2) years. A Director’s term will commence immediately upon the completion of elections, whether all offices are filled or not.
Section IV: A Nominating Committee will be appointed by the President no later than November 1 to nominate a slate of officers for the next year. The report of the Nominating Committee will be given at the Annual Meeting. Nominations may also be made from the floor.
Section V: Should a vacancy occur in the office of President, the vacancy will be filled by the Vice-President. Other Officer position vacancies will be filled by a majority vote at a Special Membership Meeting. The replacement term commences upon election and ends at the next Annual Meeting.
Section VI: Director position vacancies will be filled by election by the Board of Directors at the first Board of Directors meeting following the vacancy. The replacement term will be the remainder of the Director’s term who is being replaced.
Section VII: The President will preside over all membership and Board of Directors meetings, appoint Standing Committee Chairs, commission committees and appoint their chairs, and is an ex-officio (voting) member of all committees.
Section VIII: The Vice-President will assume the duties of the President if the President is absent or can no longer fulfill the Presidential duties and will assume other duties as assigned by the President.
Section IX: The Recording Secretary will record and distribute minutes of all Membership and Board of Director meetings; will store and safeguard all historical minutes and documents of CODA; and will assume other duties as assigned by the President. The Recording Secretary may also be the Corresponding Secretary.
Section X: The Corresponding Secretary will be responsible for all external correspondence and will assume other duties as assigned by the President. The Corresponding Secretary may also be the Recording Secretary.
Section XI: The Treasurer will manage and record CODA finances in accordance with established policies, practices and procedures; will comply with State and Federal statutes, will provide a Treasurer’s report at each Board of Directors meeting; will have the financial records audited and the auditor’s report presented at the annual meeting and will assume other duties as assigned by the President.
Section XII: Officers and Directors may be removed from office by a two/thirds (2/3) secret ballot at a Membership Meeting.
ARTICLE VI – MEMBERSHIP MEETINGS
Section I: The Annual Membership Meeting (Annual Meeting) will be held in January. CODA business will be transacted at the Annual Meeting. The date, time, and place of the Annual Meeting will be established by the Board of Directors and communicated to the active members at rehearsal, by the use of telephone tree, or the United States Postal Service no later than fourteen (14) days prior to the Annual Meeting.
Section II: A Special Membership Meeting will be called by the President when:
The President determines a Special Membership Meeting is required or
A request is made to the President by ten (10) or more active members or
A request is made to the President by the Board of Directors.
Notification procedures and timeliness shall be the same as with the Annual Meeting notification.
Section III: Active members will have voting privileges at any CODA Membership Meeting. Voting privileges will be applied by statute.
Section IV: A quorum at any CODA Membership Meeting will be twenty-five (25%) percent of the active members with voting privileges.
Section V: A majority vote will carry business at any CODA Membership Meeting.
Section VI: Taking a vote at any CODA Membership Meeting will be by raising the hand.
ARTICLE VII – BOARD OF DIRECTORS
Section I: The Board of Directors shall be: the Officers, the Directors, the Standing Committee Chairs and the Immediate Past President.
Section II: The Board of Directors shall have all the authority of CODA except for those held specific to the whole body of CODA by these By-Laws.
Section III: The Board of Directors will determine the seasons for CODA.
Section IV: The Board of Directors will approve the Annual Budget for CODA. The approved Annual Budget will be presented at the Annual Meeting.
Section V: The Board of Directors will approve policy statements.
Section VI: Regular Board of Directors meetings will be held monthly in those months when CODA is in rehearsal. The time and place will be determined by the President and communicated to the members of the Board of Directors at rehearsal, by the use of a telephone tree or the United States Postal Service no later than seven (7) days prior to the meeting.
Section VII: A Special Board of Directors Meeting will be called by the President when:
The President determines a Special Board of Directors Meeting is required
A request is made to the President by ten (10) or more active members
A request is made to the President by three (3) members of the Board of Directors
Section VIII: A quorum at Board of Directors Meetings will be five (5) members of the Board.
Section IX: A majority vote will carry business at Board of Directors Meetings.
Section X: Taking a vote at Board of Directors Meetings will be by raising the hand.
ARTICLE VIII: – COMMITTEES
Section I: The following committees are standing committees for CODA: Finance, Advertising/Program, Long Range Planning, and Concert Coordinator.
ARTICLE IX: – REHEARSALS
Section I: Each member is expected to attend all rehearsals.
ARTICLE X – SCHOLARSHIP
Section I: The Jeanette Cumber CODA Music Scholarship will be offered annually, if funds permit, to an eligible (Grade 7-12) student at Winthrop Schools, Monmouth Academy and Maranacook Community School, rotating each year. The amount will be determined at the annual meeting. It will be used for vocal study, preferentially, or for instrumental study if no vocal student is found at the school that is to receive the scholarship. The student selection will be made by the Music Departments of each of the schools. If conditions prevent selection by the relevant Music Department, the recipient may be chosen by action of the CODA President and the Music Director.
ARTICLE XI – PARLIAMENTRY PROCEDURE
Section I: Robert’s Rules of Order will be the Parliamentary Authority.
ARTICLE XII – AMENDMENT OF BY-LAWS
Section I: These By-Laws may only be amended at a Membership Meeting.
Section II: The motion to amend the By-Laws will be presented at a Membership Meeting and immediately postponed for a period of from thirty (30) to three hundred sixty-five (365) days.
Section III: A two thirds (2/3) positive vote of the active members present is required for passage of the motion to amend the By-Laws.
ARTICLE VIII – DISSOLUTION
Section I: If for any reason CODA should dissolve, any funds in the treasury will be made available to the music programs at the Winthrop Schools, Monmouth Academy, and Maranacook Community School in equal amounts.
Section II: Disposition of all other assets of CODA will be made by the members at a dissolution meeting to schools, churches, or others claiming the greatest need for the items involved. A copy of the complete Dissolution Attachment shall be kept in the Recording Secretary’s notebook.