Bylaws of the Providence Singers
Approved by the Board of Trustees on February 24, 2011.
Approved by the membership at the annual meeting, June 21, 2011.
Article I: Name and Offices
Article II: Purpose
Article III: Board of Trustees
Article IV: Officers
Article V: Committee
Article VI: Executive Staff
Article VII: Membership
Article VIII: Fiscal Year
Article IX: Dissolution
Article X: Amendments
History: Amendments to the Bylaws
Article I Name and Offices
Section 1.1 Name
The name of the Corporation shall be The Providence Singers Inc. (“the Providence Singers”).
Section 1.2. Offices
The principal office of the Providence Singers shall be located in Rhode Island. The Corporation may establish other offices as the Board of Trustees may designate from time to time.
Article II Purpose
Section 2.1 Mission
The Providence Singers supports the excellence and continued development of the choral art by presenting choral performances of distinction, fostering the musical growth of its membership, and contributing to an increased knowledge and appreciation of choral music. The Providence Singers sustains the choral tradition by performing diverse choral masterworks and advances the choral art by performing contemporary works and commissioning new compositions.
Section 2.2 Scope
Activities of the Providence Singers are to be limited to those permitted under Section 501(c)(3) of the Internal Revenue Code and consistent with the mission of the organization.
Article III Board of Trustees
Section 3.1 Composition
The Board of Trustees shall consist of at least 14 and no more than 18 voting Trustees. In addition, the Artistic Director and the Executive Director shall serve as non-voting ex officio members of the Board.
Section 3.2 Term
The term of service for a voting Trustee shall be three fiscal years as defined in Article VIII. Terms shall be staggered such that no more than one-third of the Trustees’ terms shall expire in any given year.
A Trustee who has served two successive full terms (six fiscal years) must be off the Board for one fiscal year before he or she is eligible to return to the Board.
In the event that a Trustee is unable to serve a full term, the Board Chair, in consultation with the Governance Committee, shall appoint a new Trustee to fill the unexpired term, such appointment to be approved by a simple majority of the Board. Appointment to an unexpired term shall not count toward the limit of two full terms.
Section 3.3 Election of Trustees
At its last scheduled meeting prior to June 30, the Board of Trustees shall elect Trustees to fill any terms which are to begin July 1. The Board shall give primary consideration to candidates recommended by the Governance Committee but may also consider nominations from the Board. The Board shall ensure that three or more Trustees are drawn from the membership of the Providence Singers. Election to the Board shall require approval by two-thirds of the Board.
Section 3.4 Powers
The Board of Trustees is the governing body of the Providence Singers. It shall determine the policies of the Providence Singers, manage the organization’s financial assets, and oversee the financial affairs of the organization. The Board shall ensure that the Providence Singers conducts its affairs efficiently and effectively in pursuit of its mission, receiving regular reports from the Artistic Director, the Executive Director, and committees. The Board shall have the power to hire, evaluate, and terminate the Artistic Director and the Executive Director. The Board of Trustees shall establish dues and fees for members of the Providence Singers.
Section 3.5 Meetings
The Board of Trustees shall meet no fewer than four times in a fiscal year at such times and places as the Board Chair may decide. The Board Chair may call meetings upon five days notice to all Trustees. Upon the request of six Trustees, the Board Chair shall schedule an additional meeting with five days’ notice to the Board.
Unless otherwise specified in these Bylaws, all business before the Board of Trustees shall be decided by a simple majority of the Board. In these Bylaws the phrases “majority of the Board” and “two-thirds of the Board” refer to “a majority” or “two thirds” of the voting Trustees who are in attendance at a duly called meeting where a quorum is present.
Robert’s Rules of Order Newly Revised shall be the authority governing the conduct of all meetings of the Board of Trustees.
All meetings of the Board shall be open to members of the Providence Singers, who may attend as observers but may not participate in discussions unless invited to do so by the presiding officer. At the discretion of the presiding officer, the Board may enter executive session at any time and restrict attendance either to all voting members or to all members of the Board.
Section 3.6 Quorum
When a meeting of the Board of Trustees is called to order, a majority of voting Trustees shall constitute a quorum. The quorum shall be deemed continuous and present until adjournment irrespective of arrivals or departures of Trustees during the meeting. A motion requiring action by the Board during such a meeting may be voted on by voice, mail, fax, or digital means such as e-mail or Internet poll.
In addition, the Board Chair is authorized to submit motions to the Board outside of regularly scheduled Board meetings, provided that such motions shall be decided by 100 percent of the Board and that the unanimous approval of any such motion shall be in writing.
Section 3.7 Communications
The Secretary shall keep all minutes of the Board of Trustees and shall distribute drafts of minutes to the Trustees within two weeks following each meeting or sooner as directed by the Board Chair. In the Secretary’s absence, the Board Chair shall appoint another Trustee to take minutes. Drafts of the most recent minutes and minutes that have been approved by the Board of Trustees shall be available for review upon request and within a reasonable time.
Section 3.8 Removal of Trustee
Any Trustee whose actions are deemed to be inimical to the mission of the Providence Singers may be subject to removal from the Board. Such removal shall be accomplished by a motion to remove duly made and seconded and approved by two-thirds of the full Board. Until such motion passes, the Trustee in question shall continue to serve and to exercise all rights and privileges. The Trustees shall be informed no less than five days in advance that removal of a Trustee will be considered at the next Board of Trustees meeting.
Notwithstanding the previous paragraph, any Trustee who is absent for three consecutive meetings of the Board, whether scheduled or specially called, may be subject to removal from the Board. Such removal shall take effect upon a motion duly made and seconded and approved by a simple majority of the full Board. The Trustees shall be informed no less than five days in advance that removal of a Trustee will be considered at the next Board of Trustees meeting.
Section 3.9 Indemnification
To the extent permitted by the Rhode Island Non-Profit Corporation Act, the Providence Singers shall indemnify voting and non-voting Trustees against any legal expenses or judgments arising from service to the Providence Singers undertaken at the request of the Providence Singers, provided that such service was rendered in good faith, consistent with the mission of the Providence Singers and in accord with generally accepted business practice. The Providence Singers shall not indemnify any Trustee for willful and reckless negligence, criminal negligence or criminal acts.
Article IV Officers
Section 4.1 Election and Terms
At its last scheduled meeting prior to June 30, the Board of Trustees shall, by a two-thirds vote, elect from among its voting members a Board Chair, Vice Chair, Treasurer and Secretary to serve for the following year, and the Board may, in the same manner, elect from among its voting members a Chair Elect for the final year of the Chair’s term. The Board shall give primary consideration to candidates recommended by the Governance Committee but may also consider nominations from the Board.
Notwithstanding any provision of these Bylaws to the contrary, if duly elected by the Board, the Chair may serve as Chair for up to three consecutive one-year terms beyond the end of his or her second consecutive term as Trustee. In such case, the Chair shall not be eligible for re-election to the Board until twelve months after the conclusion of his or her term as Chair.
All other officers shall serve one-year terms without limit on consecutive terms except the Chair Elect, who shall not hold such office for more than one year.
Section 4.2 Vacancy
In the event that an officer is unable to serve a full term, the Board Chair, in consultation with the Governance Committee, shall appoint a new officer to fill the unexpired term, such appointment to be approved by a simple majority of the Board.
Section 4.3 Board Chair
The Board Chair shall schedule, convene and conduct meetings of the Board and shall carry out any other duties as approved by the Board. The Board Chair shall schedule, convene and conduct meetings of the Executive Committee.
Section 4.4 Vice Chair
The Vice Chair shall carry out any duties assigned by the Board Chair and, in the absence of the Board Chair or during a vacancy in that position, shall perform the duties of Board Chair as specified in these Bylaws.
Section 4.5 Secretary
The Secretary shall take minutes of all Board meetings, distribute drafts of minutes to the Trustees, and keep all records of Board meetings in good order.
Section 4.6 Treasurer
The Treasurer shall chair the Budget and Finance Committee and shall have oversight of the financial affairs and business operations of the Providence Singers. The Treasurer shall ensure that the budget approval process is completed in a timely manner and shall present the budget to the Board with the Budget and Finance Committee’s recommendation.
Section 4.7 Chair Elect
It is expected that the Chair Elect will succeed the Chair at the end of the Chair’s term of office. The Chair Elect shall perform such duties as assigned by the Chair or by the Board to gain the competency required to assume the duties of Chair. Before becoming Board Chair, the Chair Elect must be elected in the manner provided in Section 4.1. The Chair Elect may hold another office.
Article V Committees
Section 5.1 Executive Committee
The voting members of the Executive Committee shall be the Board Chair, the Chair Elect, if any, the Vice Chair, the Treasurer, the Secretary, the chairs of committees specifically enumerated in these Bylaws, and such other chairs of committees as the Board Chair shall designate to serve on the Executive Committee. The Artistic Director and the Executive Director shall serve as non-voting ex officio members of the Executive Committee. The Board Chair shall chair the committee, scheduling, convening and conducting its meetings.
The Executive Committee shall meet at the call of the Board Chair. The Executive Committee is authorized to take action on the Board’s behalf, provided that a majority of voting members of the full committee concurs.
As provided for in the Rhode Island Nonprofit Corporation Act or any successor law, the Executive Committee shall not have the power to amend, alter, or repeal the bylaws; elect, appoint, or remove any member of any committee or any director or officer of the corporation; amend or restate the articles of incorporation; adopt a plan of merger or consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorize the voluntary dissolution of the corporation or revoke proceedings for voluntary dissolution; adopt a plan for the distribution of the assets of the corporation; or amend, alter, or repeal any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by any committee.
As a further limitation of its power, the Executive Committee shall not have the power to approve the annual budget.
Minutes of the Executive Committee shall be provided to all members of the Board of Trustees. The Board Chair shall report any and all decisions made or actions taken by the Executive Committee at the next meeting of the full Board.
Section 5.2 Budget and Finance
Chaired by the Treasurer, the Budget and Finance Committee is responsible for monitoring the financial health of the organization. It reviews proposed operating budgets prepared by the Executive Director and presents its budget recommendations to the Board, implements investment policy, and shall see that an annual financial review or audit of the Providence Singers is conducted.
Section 5.3 Planning
The Planning Committee is responsible for monitoring the progress and direction of the Providence Singers in pursuing its mission. It leads the strategic planning efforts of the organization and monitors the implementation of current approved plans.
Section 5.4 Governance
The Governance Committee identifies and recruits persons to be considered for election to the Board of Trustees and provides the Board with a slate of nominees for annual election of new Trustees and officers. The Committee oversees orientation of new Trustees, Trustee development, and assessment of Board performance, and advises the Board Chair on Trustee committee assignments.
Section 5.5 Resource Development
The Resource Development Committee has oversight of the organization’s efforts to attract financial support. The committee oversees the development of fundraising plans, helps set fundraising goals during the budgeting process, and assists staff in implementing fundraising plans.
Section 5.6 Personnel
The Personnel Committee conducts searches for and recommends candidates to be hired for the Artistic Director and Executive Director positions; initiates and oversees employment agreements and annual performance reviews for those positions; and makes recommendations on compensation. The Committee recommends personnel policies to the Board, and serves as a resource to the Artistic Director and Executive Director regarding personnel matters.
Section 5.7 Other Committees
The Board Chair, with the consent of the Board, may from time to time create such other committees as he or she deems necessary or desirable to accomplish the mission of the Providence Singers. When any such committee is no longer necessary or desirable to accomplish the mission of the Providence Singers the Board Chair may dissolve such committee with the consent of the Board.
Section 5.8. Committee Assignments
The Board Chair shall appoint a Trustee as chair for each committee whose chairmanship is not provided for in these Bylaws and shall, upon consultation with the Governance Committee and committee chairs and members of the Board, assign other Trustees for service on committees. At least one Trustee other than the chair must be a member of each committee.
Except for the Executive Committee, which consists entirely of Trustees, any person who is not a Trustee may serve on a committee by invitation of the committee chair, who shall make the appointment with the approval of the Board Chair.
The Board Chair is an ex officio member of all committees.
Article VI Executive Staff
Section 6.1 Artistic Director
The Artistic Director shall be responsible for the musical program and artistic quality of the Providence Singers. The Artistic Director or his or her designee shall conduct rehearsals and performances of the Providence Singers and shall have responsibility for selection of music, soloists and instrumentalists for all concerts.
The Artistic Director or his or her designee shall conduct auditions required for new or continuing membership. The Artistic Director may at any time require any member to re-audition as a condition of continued or resumed membership.
Section 6.2 Executive Director
The Executive Director shall be responsible for management of the Providence Singers and shall oversee planning and program implementation.
The Executive Director shall preside at the Annual Meeting and any other meetings of the membership.
Article VII Membership
Section 7.1 Eligibility
Membership in the Providence Singers is open to any singer who meets the following criteria:
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completion of a successful audition conducted by the Artistic Director or the artistic director’s designee;
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payment of dues and fees;
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compliance with attendance policies set by the Artistic Director.
Section 7.2 Term
Membership in the Providence Singers is concurrent with the fiscal year.
Section 7.3 Meetings
The Executive Director shall schedule, convene, and conduct the Annual Meeting of the membership at a time and place determined by the Board. A final agenda of the Annual Meeting shall be distributed no less than two weeks in advance of the meeting to the membership by any means permitted by Section 7.4. The final agenda shall include presentation of the annual report to the membership by the Executive Director and Board Chair, and any other business as may properly come before the meeting. If ten or more members make a request at least three weeks prior to the scheduled meeting that the Executive Director add a particular matter to the agenda, the Executive Director shall include such matter on the agenda. Members may not raise new matters from the floor.
The Executive Director shall convene a special meeting of the membership at the direction of the Board Chair or if requested to do so in writing by no fewer than 25 percent of the membership.
Section 7.4 Notice and Waiver
Posting the date of the Annual Meeting on the Providence Singers Web site (www.providencesingers.org) and providing a printed notice for members without Internet access shall constitute sufficient notice, provided that the Executive Director announces the Annual Meeting date at a regularly scheduled rehearsal.
Section 7.5 Quorum and Voting
At any meeting of the membership except as set forth in Article IX (Dissolution), forty percent of the membership as listed on the current roster shall constitute a quorum. A quorum shall be deemed continuous and present until adjournment irrespective of arrivals or departures of members subsequent to the call to order. Motions before the membership shall be decided by a simple majority unless otherwise specified in these Bylaws.
In these Bylaws the phrases “majority of the membership” and “two-thirds of the membership” refer to a “majority” and “two-thirds” of the members in attendance at a duly called meeting where a quorum is present.
The record date for establishing the roster of members entitled to vote shall be the last day of the month preceding the month in which the meeting is held.
Article VIII Fiscal Year
The fiscal year of the Providence Singers shall commence on July 1 and end on June 30 following.
Unless otherwise specified in these Bylaws, all appointments, terms of service, contracts, terms of membership and concert seasons shall be concurrent with the fiscal year.
Article IX Dissolution
A decision to dissolve the Providence Singers shall require the unanimous approval of all voting members of the Board. If a motion to dissolve is unanimously approved at a meeting of the Board at which not all voting members are present, that motion shall not be deemed passed until the voting members not in attendance indicate their consent to the dissolution by submitting a writing to that effect to the Board Chair.
In the event of such dissolution, all assets of the Providence Singers shall be distributed to a musical organization which closely shares the mission of the Providence Singers, such organization to be determined by a vote of the majority of the membership at a special meeting of the membership, at which special meeting, one tenth of the membership listed on the current roster shall constitute a quorum. Such organization shall be exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Any assets not so distributed shall be disposed of by the Court exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or to such organization or organizations as the Court shall determine, which are organized and operated exclusively for such purposes.
Article X Amendments to the Bylaws
Section 10.1 Proposing an Amendment
Any Trustee or member may propose an amendment to the Bylaws of the Providence Singers. No amendment shall be considered for approval by the membership unless it has been endorsed by a two-thirds majority of the Board of Trustees at a regularly scheduled meeting or by a petition signed by one-third of the membership.
Section 10.2 Notice of a Proposed Amendment
The Executive Director shall present any and all proposed amendments duly approved by the Trustees pursuant to Section 10.1 to the membership for consideration and approval. Such presentation shall be at the next succeeding Annual Meeting after Trustee approval if adequate time exists for notification of the membership as described below or at a special meeting. The Executive Director shall notify the membership of the proposed amendment and make the amendment available to the members for their review no less than five weeks prior to the meeting. Posting the proposed amendment on the Providence Singers Web site (www.providencesingers.org) and offering printed copies to members without Internet access shall constitute sufficient notice.
Section 10.3 Adopting an Amendment
Any proposed amendment, duly endorsed by the Board and presented to the membership as described in Section 10.2 shall require approval by two-thirds of the membership in attendance at a meeting where a quorum is present, as described in Section 7.5. Any amendment so proposed, endorsed, and approved shall take effect immediately unless an effective date is specified.
History: Amendments to the Bylaws
Section 3.6 Approved by the membership 21 September 2013
Additions underscored:
When a meeting of the Board of Trustees is called to order, a majority of voting Trustees shall constitute a quorum. The quorum shall be deemed continuous and present until adjournment irrespective of arrivals or departures of Trustees during the meeting. A motion requiring action by the Board during such a meeting may be voted on by voice, mail, fax, or digital means such as e-mail or Internet poll.
In addition, the Board Chair is authorized to submit motions to the Board outside of regularly scheduled Board meetings, provided that such motions shall be decided by 100 percent of the Board and that the unanimous approval of any such motion shall be in writing.
Section 5.2 Approved by the membership 21 September 2013
Additions underscored:
Chaired by the Treasurer, the Budget and Finance Committee is responsible for monitoring the financial health of the organization. It reviews proposed operating budgets prepared by the Executive Director and presents its budget recommendations to the Board, implements investment policy, and shall see that an annual financial review or audit of the Providence Singers is conducted.