CODA Chorus By-Laws
ARTICLE I - NAME, IDENTITY
Section I: The name of the organization is CODA Chorus, and may be referred to as CODA or Community Organists’ and Directors’ Association.
Section II: The registered address is P.O. Box 146, Winthrop, Maine 04364. CODA Chorus is a non-profit 501(c)(3) corporation.
ARTICLE II - MISSION AND VISION
Section I: As community singers, CODA’s mission is to foster, share, and fully express the joy of choral music.
Section II: CODA’s vision is to establish and extend the benefits of communal singing to the people of Central Maine. This vision includes offering free concerts, developing outreach projects, collaborating with other singers and musicians, encouraging young people, and supporting the vitality of the music community in our region.
ARTICLE III - MEMBERSHIP
Section I: Membership in CODA Chorus is open to anyone with a musical interest of high school age or older, without audition and without discrimination, with the expectation of effort and behavior consistent with CODA’s mission and vision.
Section II: Members have voting rights and the right to make motions at Membership Meetings.
Section III: A responsibility of membership is to have a commitment to attend rehearsals consistently and to learn the music to the best of their ability. More than three (3) absences in a season may be subject to review by the Music Director and a Board Member. Electronic attendance of rehearsals (via Zoom, etc.) qualifies as attendance.
Section IV: Member behavior which fails to align with the CODA mission may initiate a dismissal review process.
ARTICLE IV - DUES
Section I: To attend rehearsals and participate in concerts, each member must pay membership dues, in an amount determined by the Board of Directors, during each season, preferably during the registration period.
Section II: Dues and/or fees may be waived in part or in whole for any member for reason of financial hardship or student status at the discretion of the President and the Treasurer. Waiver must be requested or renewed at the time of registration. Members whose dues have been waived retain all the rights of membership, including voting rights.
ARTICLE V - OFFICERS AND BOARD OF DIRECTORS
Section I: The Officers will be: President, Vice President, Secretary, and Treasurer. An Officer shall be a Member of CODA. Officers shall be elected at the Spring Membership Meeting for a term of two years on a staggered basis; i.e., not all of the Officers will be up for election in the same year. Officer terms will commence 30 days after the date of the elections. Terms of service shall be limited to three (3) consecutive terms.
Section II: A Board Member shall be a Member of CODA. The number of Board Members shall be five (5). Board Members shall be elected at the Spring Membership Meeting for a term of two years on a staggered basis; i.e. not all of the Board Members will be up for election in the same year. A Board Member’s term will commence 30 days after the date of elections. Board Members shall attend 80% of Board and committee meetings unless excused by the President. Board Members shall provide support to Officers and shall serve on designated committees.
Section III: The President shall have the following responsibilities:
1. The President shall appoint committee Chairs (except as otherwise indicated in these By-Laws) and, with the Board of Directors, commission Committees as needed. The President is an ex-officio (voting) member of all committees except the Nominating Committee.
2. The President shall provide oversight of the finances of the organization.
3. The President shall negotiate contracts and bonuses within the bounds of the budget and subject to approval by the Board.
4. The President shall appoint an auditor, with the approval of the board.
5. The President shall preside over all Membership and Board of Director’s meetings.
Section IV: The Vice President shall have the following responsibilities:
1. The Vice President shall assist the President with the duties of that office by mutual agreement, subject to oversight by the Board. The Vice President shall assume the duties of the President if the President is absent or can no longer fulfill the presidential duties.
2. The Vice President shall support and advise the section leaders in their section leader roles as liaisons with the membership.
Section V: The Secretary shall have the following responsibilities:
1. The Secretary shall record and distribute minutes of all Membership and Board meetings.
2. The Secretary shall safeguard all historical minutes and documents of CODA Chorus.
3. The Secretary shall be responsible for external correspondence as needed.
4. The Secretary shall maintain the membership list.
Section VI: The Treasurer shall have the following responsibilities:
1. The Treasurer shall manage and record CODA finances in accordance with established policies, practices, and procedures to maintain compliance with State and Federal regulations.
2. The Treasurer shall provide a Treasurer’s Report at each Board of Directors’ meeting and at the General Membership meetings.
3. The Treasurer shall oversee all incoming and outgoing funds and be responsible for matters concerning bank accounts, tax status, and ongoing grant accountability.
4. The Treasurer shall be responsible for the process of collecting, counting, and securing monies collected at performances.
5. The Treasurer shall release monies to fulfill contracted agreements with service providers.
6re. The Treasurer shall be the Chair of the Finance Committee.
Section VII: The Immediate Past President shall be a member of the Board of Directors during their succeeding President’s term. The Immediate Past President’s term on the Board ends with the beginning of a new Immediate Past President’s term. As they are not an elected member of the Board, the Immediate Past President shall not have voting privileges.
Section VIII: Should a vacancy occur in the office of the President, the vacancy shall be filled by the Vice-President. Other vacant Officer positions shall by filled by General Membership election. Board Member position vacancies shall be filled by the approval of the Board of Directors. The replacement term commences upon election or approval and ends at the end of the term of the vacant office, in order to maintain the staggered cycle of office terms.
Section IX: Officers and Board of Director Members may be removed from office by a two/thirds (2/3) vote of the Membership.
Article VI - Membership Meetings and Elections
Section I: There shall be two regular Membership Meetings each year: a Winter Membership Meeting for the presentation of the audit report and the budget, and a Spring Membership Meeting for election of the Officers, election of the Board of Directors, and dissemination of information to the Membership. The Board shall establish a date, time, and location to be announced through email, telephone, or in person communication within fourteen (14) days of the appointed date.
Section II: A special Membership Meeting will be called by the President or membership when:
1. The President determines a Special Membership Meeting is required
2. A request is made to the President by ten (10) or more Members
3. A request is made to the President by the Board of Directors.
Notification procedures and timelines shall be the same as with the regular Membership Meetings.
Section III: A quorum at any CODA Membership Meeting shall be twenty-five percent (25%) of the Members. A majority vote will carry business at any CODA Membership Meeting unless otherwise specified in these By-Laws. Votes will be taken by raising the hand. Members may make a motion for conducting any vote by written ballot.
Article VII - Committees and Teams
Section I: The President and/or the Board of Directors may create such committees as it deems necessary to carry out the work of the Chorus. Standing committees which shall convene annually or as needed are: Finance Committee, Nominating Committee, and By-Laws Committee.
Section II: A Finance Committee shall be appointed each year by the President. It shall be composed of at least one (1) member from the general Membership and the Treasurer, who is an ex-officio member. The Finance Committee is responsible for developing and recommending financial policies to the Board of Directors, reviewing the finances of CODA, developing an annual budget, presenting a recommended annual budget to the December Board of Directors’ Meeting, and other duties as assigned by the President or the Treasurer.
Section III: A Nominating Committee shall be appointed by the President no later than fourteen (14) days prior to elections to identify and nominate a slate of officers and directors for the coming year. The report of the Nominating Committee will be given at the Membership Meeting when elections are held. Nominations may also be made from the floor.
Section IV: A By-Laws Committee shall be convened every five (5) years or as needed to review the By-Laws.
Section V: Other committees and teams may be formed by the President and/or the Board of Directors as needed, such as Audit, Fundraising, Concert, Music Library, Marketing/Communication, and Section Leaders. For reference, see Policy and Procedures section.
Section I: The Board of Directors shall be: the Officers, the Board Members and the Immediate Past President.
Section II: The Board of Directors shall have all of the authority of CODA except for those held specific to the whole membership of CODA by these By-Laws.
Section III: The Board of Directors shall determine the performance seasons and venues for CODA in consultation with the Music Director.
Section IV: The Board of Directors shall approve the Budget for CODA. The approved Annual Budget shall be presented at the Winter Membership Meeting.
Section V: The Board of Directors shall approve policy and procedures.
Section VI: Board of Directors meetings are open to all members except during executive sessions.
Section VII: Regular board meetings shall be held monthly in person or by electronic meeting (ie Zoom, etc) in those months when CODA is in rehearsal. The time and place shall be determined by the President and communicated to the members of the Board of Directors at rehearsal or by electronic communication no later than 7 days prior to the meeting.
Section VIII: A Special Board of Directors Meeting shall be called by the President when:
1) The President determines a Special Board of Directors Meeting is required
2) A request is made to the President by ten (10) or more Active Members
3) A request is made to the President by three (3) members of the Board.
Section IX: A quorum at Board of Directors meetings shall be five (5) members of the board.
Section X: A majority vote will carry business at Board of Directors Meetings.
Section XI: Taking a vote at Board of Directors meetings shall be by raising the hand.
Article IX - Parliamentary Procedure
Section I: Membership Meetings, committee meetings, and meetings of the Board of Directors will be conducted without reference to any particularities of order or form, except that all motions must receive a second before proceeding to a vote, and without reference to any particularities of order. The order of all meetings, subject to Section II, will be conducted by the President (or Vice-President), the committee Chair, or their designee in their discretion.
Section II: At the insistence of one-third of those present at a meeting, the President (or Vice-President), the committee Chair, or their designees must impose a reasonable set of rules of order (such as Robert’s Rules of Order). Insistence may be shown by motion, second, and vote, and a one-third vote is sufficient to carry the motion.
Article X - Amendment of By-Laws
Section I: These By-Laws may only be amended at a Membership Meeting.
Section II: A motion to amend the By-Laws and the amendment to the By-Laws shall be presented to the Membership for review at least thirty (30) days prior to being presented at a Membership Meeting for vote.
Section III: A two-thirds (2/3) positive vote of the Members present is required for passage of the motion to amend the By-Laws.
Article XI - Dissolution
Section I: If for any reason CODA should dissolve, after payment of its debts and obligations, the remaining assets shall be distributed to another 501 (c)(3) nonprofit organization associated with music or music education or local public schools.
Rev. 07/1967/ 06/1984, 10/1997, 01/2005, 11/2005, 1/2024, 10/2024