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Constitution and Bylaws
Proposed Changes to AMCO By-Laws
(Revised) April 10, 2010
Article
1
1.02
Amendment of By-Laws: The by-laws of the Corporation
may be repealed or amended by by-law enacted by sixty percent (60%) of the
directors at a meeting of the Board and
sanctioned by an affirmative vote of at least sixty percent (60%) of
the members at a meeting duly called for the purpose of considering the said
by-law.
Changed
to
1.02
Amendment of By-Laws: The by-laws of the Corporation may be repealed or amended by by-law
enacted by sixty percent (60%) of the directors at a meeting of the Board.
Notice of a minimum of
60 days must be given to members of the Board before changes in by-laws can
be approved.
..................................................................................................................................................
Article
3
3.01
Number of Directors and Quorum: The affairs of the
Corporation shall be managed by its Board. Until changed in
accordance with the Act, the number of directors shall be 17.
The presence of a quorum is required to transact business at any
meeting of the Board. A simple majority (51%) shall constitute a quorum.
The Board shall be comprised of:
a) The Executive Committee (as hereinafter defined);
b)
Two Active members (as hereinafter defined) from each member chorus; and
c) The conductor of each member chorus, or his/her designate.
Changed
to
3.01
Number of Directors and Quorum: The affairs of the
Corporation shall be managed by its Board. The presence of a quorum is
required to transact business at any meeting of the Board. A simple majority
(51%) shall constitute a quorum.
The Board shall be comprised of:
a) The Executive Committee (as hereinafter defined);
b)
Two Active members (as hereinafter defined) from each member chorus; and
c) The conductor of each member chorus, or his/her designate.
..................................................................................................................................................
3.07 Retiring Director: A retiring director shall; remain in office until the dissolution of
adjournment of the meeting at which his retirement is accepted and his
successor is elected. A director shall hold office until the next meeting of
members following his election or appointment.
Changed
to
3.07
Retiring Director:
Each member chorus is responsible for appointing its representatives to
the Board. (See section 3.19) A chorus will replace any retiring director by
appointment.
..................................................................................................................................................
3.14
Roberts Rules of Order:
Meetings
of the Board shall be governed by the Roberts Rules of Order Revised.
Changed
to
3.14
Rules of Order:
Meetings of the Board shall be governed by the Roberts
Rules of Order Revised when motions are required, or otherwise by consensus,
at the discretion of the Board.
..................................................................................................................................................
3.24
Committees: The Board may from time to time appoint
such committee or committees, as it deems necessary or appropriate for such
purposes and with such powers as it shall see fit.
Members of committees do not need to be members of the Board.
Any such committee may formulate its own rules of procedure, subject
to such regulations or directions as the Board may from time to time make.
No committee shall have the power to act for or on behalf of the
Corporation or otherwise commit or bind the Corporation to any course of
action. Committees shall only
have the power to make recommendations to the Board or to the members, as
the Board may, from time to time, direct.
Committee members will serve three year renewable terms, all
committee members will have voice and vote, the Chairman of each committee
will also be a Board member. The
Board may remove any member of any committee and may set remuneration for
any member as it deems appropriate. The
chair of each committee shall submit to the Board such reports as the Board
may, from time to time, request, but, in any event, each chair shall submit
an annual report to the Board at such time as the Board may, from time to
time, determine.
Changed
to
3.24
Committees: The Board may from time to time appoint
such committee or committees, as it deems necessary or appropriate for such
purposes and with such powers as it shall see fit.
Members of committees do not need to be members of the Board.
Any such committee may formulate its own rules of procedure, subject
to such regulations or directions as the Board may from time to time make.
No committee shall have the power to act for or on behalf of the
Corporation or otherwise commit or bind the Corporation to any course of
action. Committees shall only
have the power to make recommendations to the Board or to the members, as
the Board may, from time to time, direct. For standing committees, the term would normally be three
years, renewable. For ad hoc committees, the term would usually be for the
life of the committee. Committee chairs shall be appointed by the Board.
All committee members will have voice and vote, the Chairman of each
committee will also be a Board member. The
Board may remove any member of any committee and may authorize remuneration for expenses for any
member as it deems appropriate. The
chair of each committee shall submit to the Board such reports as the Board
may, from time to time, request, but, in any event, each chair shall submit
an annual report to the Board at such time as the Board may, from time to
time, determine.
..................................................................................................................................................
3.25 Standing
Committees: The following standing committees shall be established
and
chaired by an
officer appointed by the Board:
a.
Newsletter;
b.
Music (Common Repertoire, as hereinafter defined, and Review, as
hereinafter defined); and
c.
others as may be determined by the Board.
Changed
to
3.25
Standing Committees:
Standing committees may be established by the Board, and shall be chaired by
an officer appointed by the Board: Such committees will be charged with the
on-going organizational work of the Board.
..................................................................................................................................................
3.26.1
Ad
Hoc Committees:
Ad hoc committees may be appointed by the President at his discretion for
specific purposes.
Changed
to
3.26
Ad Hoc Committees: Ad hoc committees may be appointed by the President at his discretion
with Board approval
..................................................................................................................................................
Article 4
4.03
Nominating Committee: A "Nominating Committee"
with a minimum of two Active members shall be appointed by the President a
year prior to the annual fall election. The Immediate Past President may be
appointed chair of the committee.
Changed
to
4.04
Nominating Committee:
A "Nominating Committee" with a minimum of two
members
of the Board shall be appointed by the Board. The Immediate Past President may be appointed chair of the
committee.
..................................................................................................................................................
4.04 Election
of Officers: From time to time, the Board shall elect a President,
who shall be a
director and shall elect a Secretary. The
other elected officers of the Corporation shall be
Active members and shall consist of:
1.
First Vice President (as hereinafter defined);
2.
Second Vice President (as hereinafter defined); and
3.
Treasurer.
4.05
Appointment of Appointive Officers: From time to time,
the Board may appoint the following (appointive)
officers:
1.
Publicity and Promotion (as hereinafter defined);
2.
Newsletter Editor (as hereinafter defined);
3.
Historian (as hereinafter defined);
4.
Music (as hereinafter defined); and
5.
others at the discretion of the Board;
(collectively
"Appointive Officers").
Such other (Appointive) officers
shall perform the duties as may from time to time be determined by the
Board. The appointive officers
so appointed may but need not be directors and any person may hold more than
one office, save that the President may not hold the offices of secretary or
treasurer. Appointive Officers
are not entitled to a vote unless such entitlement is in another capacity.
Changed
to
4.05
Election of Officers: From time to time, the Board
shall elect a President, who shall be a director.
The other elected officers of the Corporation shall consist of:
1.
First Vice President (as hereinafter defined);
2.
Second Vice President (as hereinafter defined); and
3.
Treasurer.
4. Secretary
4.06
Appointment of
Appointive Officers: From time to time, the Board may appoint additional officers as needed. These
appointive officers shall perform the
duties as may from time to time be determined by the Board.
The appointive officers so appointed may but need not be directors
and any person may hold more than one office, save that the President may
not hold the offices of secretary or treasurer.
Appointive Officers are not entitled to a vote unless such
entitlement is in another capacity.
..................................................................................................................................................
4.10 First
Vice President:
a.
He shall assume the duties of the President during his absence and
shall perform such other duties as the President may assign to him.
b.
He shall act as a consultant and liaison to the Workshop and Big Sing
committees.
4.11
Second Vice-President:
He
shall administer the Associated Male Chorus of Ontario Inc. Scholarship Fund
in accordance with the policy approved by the Board.
Changed
to
4.11
First Vice President:
He
shall assume the duties of the President during his absence and shall
perform such other duties as the President may assign to him. He may assume the role of President at the conclusion of
the President’s term of office with the approval of the Board
4.12
Second Vice-President:
He may assume the duties of the First Vice-President during his absence
and shall perform such other duties as the President may assign to him. He
may assume the role of First Vice-President at the conclusion of the First
Vice-President’s term of office with the approval of the Board .
Add
to 4.14 Treasurer
c.
He shall be responsible for sending out dues notices to
all choruses and Affiliate members (as hereinafter defined) notifying each
to forward payment to the Treasurer.
..................................................................................................................................................
Article 6
6.01
Members: The membership of the Corporation shall
consist of the applicants for incorporation of the Corporation and such
other persons and corporations, partnerships and other legal entities as are
admitted to the membership in the Corporation by resolution of the Board.
Membership may be conditional upon the payment of a fee, assessment
or other charge. Each member
shall promptly be informed by the Secretary of his or its admission as a
member of the Corporation.
Changed
to
6.01
Members: The membership of the Corporation shall
consist of the applicants for incorporation of the Corporation and such
other persons and corporations, partnerships and other legal entities as are
admitted to the membership in the Corporation by resolution of the Board.
Membership may be conditional upon the payment of a fee, assessment
or other charge. Each member
shall promptly be informed by the Treasurer
of admission as a member of the
Corporation.
..................................................................................................................................................
6.02
Classes of Membership: There shall be two classes of
membership in the
Corporation,
namely, chorus membership and individual membership:
A.
Chorus Membership
1.
A "member chorus" shall consist of any male chorus
in
Ontario
, whose members:
a)
subscribe to the aims and ideals of the Corporation; and
b)
has been duly elected in accordance with the by-laws appended.
2.
Member choruses shall be entitled to voting power as outlined in the
by-laws.
3.
Each member chorus shall have the advantage of all services of the
Corporation, its officers and offices outlined in the by‑laws.
4.
The Executive Committee shall examine all applications for membership
and present with recommendations to the Board for confirmation or rejection.
5.
A member chorus shall be deemed in good standing when all Corporation
dues have been paid in full prior to December 31st.
In the event a new member's application is approved after March 1st,
the per capita dues shall be one half of the annual per capita.
6.
Provision is hereby made for the assessment of a temporary annual
chorus levy, if the Board decides it necessary, in addition to and not in
lieu of the per capita dues. This will be based on need, included in the
proposed budget and set at the annual fall budget meeting.
7.
The Board, at its discretion, shall have the power to drop a member
chorus from membership for any action inconsistent with the by-laws. In the
event such action contemplated, notice to the chorus shall be given in
writing, with opportunity to be heard on the question before final action is
taken.
8.
Reinstatement of former member choruses shall be decided by the
Board.
B. Individual
Memberships
1.
"Non Active" membership, is all types of individual
membership [other than Active] as otherwise defined and outlined in
the by-laws.
2.
"Active" membership, is defined as dues paying
members in a member chorus that has paid their current corporation dues.
They shall receive the Corporation's newsletter
and all benefits of membership as outlined in these by-laws.
3.
"Affiliate" membership, may be obtained by any
individual or group who wishes to support the aims and ideals the
Corporation and who is judged acceptable by the Board or its designate. They
shall receive the Corporation's newsletter and copies of meeting minutes.
4.
"Life" membership, may be obtained by any individual
or group wishing to support the aims and ideals of the Corporation and who
is judged acceptable by the Board or its designate.
They shall receive the Corporation's newsletter and copies of meeting
minutes.
5.
"Honorary Life" membership, may be bestowed
upon a person or group in recognition of distinguished service rendered in
the cause of male chorus music. Honorary members may be elected by a
unanimous vote at any meeting of the Board.
They shall receive the newsletter and copies of meeting minutes.
6.03
Term of Membership: The interest of a member in the
Corporation lapses and ceases to exist upon:
(a)
failure to pay the dues for membership, if any, within a reasonable
time after which such dues are due as the Board may prescribe from time to
time;
(b)
death;
(c)
a member resigning; and
(d)
otherwise ceasing to be a member in accordance with the by-laws of
the Corporation.
Changed
to
6.02
Classes of Membership: There shall be two classes of
membership in the Corporation, namely, chorus membership and individual
membership:
A.
Member
Chorus
1.
A "member chorus" shall consist of any male chorus
in
Ontario
that
a)
subscribes
to the aims and ideals of the Corporation; and
b)
has been
duly elected in accordance with the by-laws appended.
2.
Member choruses shall be entitled to voting power as outlined in the
by-laws.
3.
Each member chorus shall have the advantage of all services of the
Corporation, its officers and offices outlined in the by‑laws.
4.
The Executive Committee shall examine all applications for membership
and present with recommendations to the Board for confirmation or rejection.
5.
A member chorus shall be deemed in good standing when all Corporation
dues have been paid in full prior to December 31st.
In the event a new member's application is approved after March 1st,
the per capita dues shall be one half of the annual per capita.
6.
Provision is hereby made for the assessment of a temporary annual
chorus levy, if the Board decides it necessary, in addition to and not in
lieu of the per capita dues. This will be based on need, included in the
proposed budget and set at the annual fall budget meeting.
7.
The Board, at its discretion, shall have the power to drop a member
chorus from membership for any action inconsistent with the by-laws. For example, chorus membership ceases to exist upon
failure to pay dues for chorus membership or other dues as the Board may
prescribe from time to time, within a reasonable time.
In the event such action is contemplated, notice to the
chorus shall be given in writing, with opportunity to be heard on the
question before final action is taken.
8.
Reinstatement of former member choruses shall be decided by the
Board.
B. Individual
Memberships
1.
"Non Active" membership, is all types of individual
membership [other than Active] as otherwise defined and outlined in
the by-laws.
2.
"Active" membership, is defined as dues paying
members in a member chorus with current corporation dues paid.
They shall receive the Corporation's newsletter
and all benefits of membership as outlined in these by-laws.
3.
"Affiliate" membership, may be obtained by any
individual or group who wishes to support the aims and ideals the
Corporation and who is judged acceptable by the Board or its designate. They
shall receive the Corporation's newsletter and copies of meeting minutes.
4.
"Life" membership, may be obtained by any individual
or group wishing to support the aims and ideals of the Corporation and who
is judged acceptable by the Board or its designate.
They shall receive the Corporation's newsletter and copies of meeting
minutes.
5.
"Honorary Life" membership, may be bestowed
upon a person or group in recognition of distinguished service rendered in
the cause of male chorus music. Honorary members may be elected by a
unanimous vote, or by consensus, at any
meeting of the Board. They shall receive the newsletter and copies of
meeting minutes.
6.03
Resignation: whereupon
a member ceases to be a member of his chorus, that member will also be
deemed to no longer be a member of the Corporation.
..................................................................................................................................................
6.05
Removal: The Board may pass a resolution authorizing
the removal of a member for cause from the register of members of the
Corporation. No such resolution
shall be put before the Board until after the member in question has been
notified in writing of the cause and afforded an opportunity for a hearing
before the Board. The Board
shall notify any such member of the act which, in their opinion, is improper
or detrimental to the Corporation and of the time and place of the meeting
of the Board at which the member in question will be heard.
Such notice shall be given at least one week prior to such meeting.
Changed
to
6.04
Removal: The Board may pass a resolution authorizing
the removal of an active, affiliate, life or honorary
life member for cause from the
register of members of the Corporation.
No such resolution shall be put before the Board until after the
member in question has been notified in writing of the cause and afforded an
opportunity for a hearing before the Board.
The Board shall notify any such member of the act which, in their
opinion, is improper or detrimental to the Corporation and of the time and
place of the meeting of the Board at which the member in question will be
heard. Such notice shall be
given at least one week prior to such meeting.
..................................................................................................................................................
Article
7
7.09
Quorum: A quorum for the transaction of business at any
meeting of members shall be two (2) or more members who represent fifty-one
percent (51%) of the members, including themselves and members by whom they
have been duly appointed as a proxy.
7.10
Decision Making: In conducting the business of the
Corporation, members will preferably follow
a procedure for consensus, "consensus" being
understood as a situation in which no
participant desires to prevent an action from going forward.
In the event that consensus is not achieved, the matter shall be
tabled until a further meeting of the members.
All members shall be given notice of such further meeting and the
unresolved issue to be discussed, thirty (30) days in advance.
If consensus is not reached at the second meeting, the matter may be
submitted to a vote.
7.11
Right to Vote: Each member chorus in good standing
shall be entitled to three votes at all member meetings and shall appoint
three representatives to the Board to exercise such votes, either by
personal representation or by written proxy. One of the representatives
should be the conductor or his/her designate.
7.12
Proxies: At any meeting of members a proxy duly and
sufficiently appointed by a member shall be entitled to exercise, subject to
any restrictions expressed in the instrument appointing him, the same voting
rights that the member appointing him would be entitled to exercise if
present at the meeting. A proxy
must be a member. An instrument
appointing a proxy shall be in writing and shall be acted on only if, prior
to the time of voting, it is deposited with the Secretary of the Corporation
or the Secretary of the meeting or as may be directed in the notice calling
the meeting. No member shall be
entitled either in person or by proxy to vote at meetings of the Corporation
unless he has paid all dues or fees, if any, then payable by him.
A
proxy may be in the following form:
"The
undersigned member of [name of Corporation] hereby appoints _______
or failing the person appointed above, ______________ as the proxy of the
undersigned to attend and act at the [general or special] [pick one]
meeting of the members of the said corporation to be held on ______, 20__,
and at any adjournment or adjournments thereof in the same manner, to the
same extent and with the same power as if the undersigned were present at
the said meeting or such adjournment or adjournments thereof.
DATED
__________, 20__
__[signature]_______________________
Name:
"
Changed
to
7.09
Quorum: A quorum for the transaction of business at any
general meeting
of members shall be thirty (30)
members with each chorus represented by at least three active members.
7.10
Decision Making: General
meetings shall be governed by the Roberts Rules of Order Revised.
7.11
Right to Vote:
Each member of choruses in
good standing shall be entitled to vote
at all member meetings.
7.12
Proxies: At any meeting of members a proxy duly and
sufficiently appointed by an active member shall be
entitled to exercise, subject to any restrictions expressed in the
instrument appointing him, the same voting rights that the member appointing
him would be entitled to exercise if present at the meeting.
A proxy must be an active member. An
instrument appointing a proxy shall be in writing and shall be acted on only
if, prior to the time of voting, it is deposited with the Secretary of the
Corporation or the Secretary of the meeting or as may be directed in the
notice calling the meeting. No
member shall be entitled either in person or by proxy to vote at meetings of
the Corporation unless he has paid all dues or fees, if any, then payable by
him.
A
proxy may be in the following form:
"The
undersigned member of [name of Chorus]
hereby appoints _______ or failing the person appointed above,
______________ as the proxy of the undersigned to attend and act at the [general
or special] [pick one] meeting of the members of the said corporation to
be held on ______, 20__, and at any adjournment or adjournments thereof in
the same manner, to the same extent and with the same power as if the
undersigned were present at the said meeting or such adjournment or
adjournments thereof.
DATED
__________, 20__
__[signature]_______________________
Name:
"
..................................................................................................................................................
Article
10
10.01
Appointment
and Remuneration:
Unless eligible for an exemption under the Act, an auditor shall be
appointed by the Board at the annual general meeting or at a special general
meeting called for that specific purpose.
The auditor shall hold office until the next annual meeting, provided
that the directors may fill any casual vacancy in the office of the auditor
of the Corporation. The
remuneration of the auditor of the Corporation shall be fixed by the Board.
The auditor shall be responsible for reviewing and reporting on the
financial affairs of the Corporation. The auditor does not have to be a
chartered accountant.
Changed
to
10.01 Appointment and Remuneration: Unless
eligible for an exemption under the Act, an auditor, nominated by the treasurer and approved by the Board shall
be appointed annually in accordance with the fiscal year end.
The auditor shall hold office until the next annual meeting, provided
that the directors may fill any casual vacancy in the office of the auditor
of the Corporation. The
remuneration of the auditor of the Corporation shall be fixed by the Board.
The auditor shall be responsible for reviewing and reporting on the
financial affairs of the Corporation. The auditor does not have to be a
chartered accountant.
..................................................................................................................................................
Article
13
13.02
The host chorus is responsible for all financial obligations with
respect to the Ontario Sing and is expected to plan the finances in such a
manner that a profit is realized. In recognition of the choruses'
participation, the host chorus shall be obligated to submit to the
Corporation ten percent (10%) of the concert net profit or two hundred
dollars ($200.00) whichever is the greater. A budget statement and cheque
for this amount shall be forwarded to the Treasurer within sixty (60) days
of the Sing date.
Changed
to
13.02 The host chorus is responsible for all financial
obligations with respect to the Ontario Sing and is expected to plan the
finances in such a manner that a profit is realized. In recognition of the
choruses' participation, the host chorus shall be obligated to submit to the
Corporation ten percent (10%) of the concert net. An Ontario Sings financial statement and a cheque for the appropriate
amount shall be forwarded to the Treasurer within sixty (60) days of
the Sing date.
..................................................................................................................................................
13.03
The massed selections for the Ontario Sings shall be chosen from both
the Common Repertoire and the preceding Choral Workshop (as hereinafter defined).
Changed
to
13.03 The massed selections for the Ontario
Sings shall be chosen from the Common Repertoire and/or the preceding Choral
Workshop (as hereinafter defined).
_________________________________________________________________________
ASSOCIATED
MALE CHORUSES OF ONTARIO
Revised: Jan.17, 2004, Sept. 28, 2004.
CONSTITUTION & BY-LAWS
PDF file Available
Preamble Purpose Membership Management Affiliation Amendments
Preamble
Recognizing the power of music,
not only to entertain and instruct, but also to uplift the spirit, arouse
the finest instincts and develop the soul of man, certain male choruses
hereby associate themselves.
Article
I
This association shall be known
as the Associated Male Choruses of Ontario Inc., hereafter referred
to as the AMCO.
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Article
II
Purpose
The objectives of the AMCO are
the extension of male chorus singing in Ontario and through this the
promotion of good will and fellowship. The AMCO seeks to present and
improve the standard of the unique, rich sound of male choral music
presented to the public, both in massed and individual chorus performances.
Back to Top
Article
III
Membership
The membership shall be of two
classes:
A. Chorus Membership
1. A member chorus shall consist
of any male chorus in Ontario, whose members a) subscribe to the aims and
ideals of the AMCO and, b) has been duly elected in accordance with the
By-Laws appended.
2. Member choruses shall be entitled to voting power as
outlined in the By-Laws.
3. Each member chorus shall have the advantage of all services
of the AMCO, its officers and offices, as outlined in the By-Laws.
B. Individual Memberships
1. Active. Any dues paying member belonging to a chorus that
has paid their current AMCO dues.
2. Non Active. All other types of individual membership as
defined and outlined in the By-Laws.
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Article
IV
Management
A. Elective Officers
The elective officers of the AMCO shall be Active Members and shall consist
of:
1. President
2. First Vice President
3. Second Vice President
4. Secretary
5. Treasurer
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B. Appointive Officers
There shall be officers appointed by the Board of Directors consisting of:
1. Publicity and Promotion
2. Newsletter Editor
3. Historian
4. Music
5. Scholarship Co Chair
6. Others at the discretion of the
Board of Directors
C. Executive Committee
The Executive Committee shall consist of all elected officers and the Immediate
Past President. They shall act for the AMCO in the interim between regular
meetings.
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D. Board of Directors
1. There shall be a Board of Directors consisting of:
a)
The Executive Committee.
b)
Two Active Members delegates from each member chorus.
c)
The Conductor of each member chorus, or his/her delegate.
2. The Board of Directors shall conduct all necessary business
at the meetings of the AMCO. It is expected they will express the thought
and feeling of their choruses concerning the affairs of the AMCO at all
meetings.
3. Whenever any vacancy shall exist in the Executive Committee,
the Board of Directors at their discretion have the option of having the
remaining members of the Executive function as the full Executive Committee
for the remainder of the current term; or they may elect with a simple
majority (51%) an Active Member to fill out the remainder of the current
term of office.
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Article
V
Affiliation
The AMCO may become affiliated
with any other group or organization whose purpose and objectives are
similar to those of the AMCO.
Article
VI
Amendments
The Constitution may be amended
by a sixty (60) percent vote of the AMCO Board of Directors present by
attendance, or written proxy, at a regularly scheduled Board of Directors
meeting, provided notice in writing of such amendment(s) has been given to
all Board members not less than thirty (30) days prior to such meeting.
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By-Laws
Articles
Chorus
Individual Voting Power
Fiscal Year Dues
Meetings Elections
Duties
of Officers Vacancies
Big Sings Choral
Workshops Committees
Amendments
Termination
Membership
1. Chorus
1.1 The Executive Committee shall examine all applications
for membership and present with recommendations to the Board of Directors
for confirmation or rejection.
1.2 A member chorus shall be deemed in good standing when all
AMCO dues have been paid in full and prior to December 31st. In the event a
new member's application is approved after March 1st, the per capita dues
shall be one half of the annual per capita.
1.3 Provision is hereby made for the assessment of a temporary
annual chorus levy, if the Board of Directors decides it necessary, in
addition to and not in lieu of the per capita tax. This will be based on
need, included in the proposed budget and set at the annual fall budget
meeting.
1.4 The Board of Directors, at its discretion, shall have the
power to drop a member chorus from membership for any action inconsistent
with the Constitution and By-Laws. In the event such action is
contemplated, notice to the chorus shall be given in writing, with
opportunity to be heard on the question before final action is taken.
1.5 Reinstatement of former member choruses shall be decided by
the Board of Directors.
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To By-Laws
2. Individual
2.1 Active. Defined as dues paying members in a member chorus.
They shall receive the AMCO newsletter and all benefits of
membership as outlined in these By-Laws.
2.2 Affiliate. May be obtained by any individual or group who
wishes to support the aims and ideals of the AMCO and who is judged
acceptable by the AMCO Board of Directors or its designate. They shall
receive the AMCO newsletter and copies of meeting minutes.
2.3 Life. may be obtained by any individual or group wishing to
support the aims and ideals of the AMCO and who is judged acceptable by the AMCO
board of directors or its designate. they shall receive the AMCO
newsletter and copies of meeting minutes.
2.4 Honourary Life. May be bestowed upon a person or group in
recognition of distinguished service rendered in the cause of male chorus
music. Honorary members may be elected by a unanimous vote at any meeting
of the Board of Directors. They shall receive the AMCO newsletter and
copies of meeting minutes.
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3. Voting Power
3.1 Each member chorus in good standing shall be entitled
to three votes at all AMCO business meetings and shall appoint three
representatives to the Board of Directors to exercise such votes, either by
personal representation or by written proxy. One of the representatives
should be the Conductor or his/her designate.
3.2 Elected members of the Board are entitled to one vote with the
President only voting to break a tie.
3.3 Appointive Officers are not entitled to a vote unless such
entitlement is in another capacity.
4. Fiscal
Year
The fiscal year of the AMCO shall end on August 31st of each year.
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5. Dues
5.1 All dues will be determined by a sixty (60) percent
affirmative vote of the total members of the Board of Directors declared at
any regular or special meeting called for such purpose, providing written
notice of such intention is given thirty (30) days in advance of such meeting
to all member choruses.
5.2 Active members shall pay annual per capita dues for the
AMCO year. Payment shall be made through their chorus treasurer.
5.3 Affiliate members shall pay an annual per capita dues
donation for the AMCO year as set by the Board of Directors.
5.4 Life membership is a one time assessment of not less than
one hundred dollars ($100.00)
5.5 Honorary Life Members shall be exempt from dues.
5.6 The Secretary shall forward statements to each member
chorus in early September each year requesting payment of the per capita be
made to the AMCO Treasurer.
5.7 The Treasurer shall collect per capita dues from each
member chorus and remit a receipt for payment to the chorus treasurer.
5.8 Per capita is due by November 1st of each year. If not paid
by December 31st of the current year, said member chorus shall not be in
good standing.
5.9 Affiliate members shall be notified by the Secretary and
dues directed to be paid to the Treasurer. Dates of notification and payment
shall be as for member choruses.
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6. Meetings
6.1 Regular Business Meetings:
The Board of Directors shall hold business
meetings in the fall and spring of each year with meeting dates set in
advance. Additional meetings of the Board or the Executive Committee may be
called at the President's discretion provided adequate notice is given to
those involved.
6.2 Annual General Meeting:
The AMCO shall hold an Annual General Meeting
not later than eighteen months after its incorporation and subsequently not
more than fifteen months after the holding of the last preceding Annual
General Meeting. The Annual General Meeting will be held within ninety days
of the August 31st fiscal year-end.
6.3 Special General Meeting:
This may be called at any time by the President
or the Executive Committee. It can also be requested by five Active
Members, whose signatures appear on a letter to the President stating its
purpose clearly.
6.4 Presence of a quorum is required to transact business at
any meeting of the Board of Directors. A simple majority (51%) shall
constitute a quorum.
6.5 Meetings of the Board of Directors shall be governed by the
Roberts Rules of Order Revised.
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7. Elections
7.1 All officers shall be elected for a term of two years.
7.2 Elections shall take place at the fall annual meeting, with
those elected taking office immediately following the election.
7.3 Only Active Members in good standing are eligible to hold
an elective office.
7.4 The officers shall be elected by a simple majority vote
(51%) of the Board of Directors present and/or their proxies. The slate of
proposed officers shall be presented for Board approval at the business
meeting prior to the annual fall meeting at which the elections will take
place.
7.5 A Nominating Committee with a minimum of two Active Members
shall be appointed by the President a year prior to the annual fall
election. The Immediate Past President may be appointed Chair of the committee.
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8. Duties
of Officers
8.1 President.
a.
He shall preside at all AMCO meetings. He
may call special meetings of the Executive or Board of Directors.
b.
He has the power and authority to appoint
committees and select chairmen for those committees in consultation with
the Board of Directors.
c.
He shall represent the Board of Directors at
as many Association and chorus functions as possible. d. He shall address
the members and audience at Big Sings.
8.2 Immediate Past
President
a.
He shall provide consultation and continuity
to the Board through his experience and expertise.
b.
He shall assist the Executive Committee in
ways to be determined by the President.
c.
He may be called upon to chair the
Nominating Committee.
8.3 First Vice President.
a.
He shall assume the duties of the President
during his absence and shall perform such other duties as the President may
assign to him.
b.
He shall act as a consultant and liaison to
the Workshop and Big Sing committees.
8.4 Second Vice
President.
He shall administer the Scholarship Fund in accordance with the Policy
approved by the Board of Directors.
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8.5 Secretary.
a.
He shall attend and keep minutes of all
meetings of the Executive and the Board of Directors and send out meeting
notices/agendas at least three weeks in advance of the meeting date.
b.
He shall be responsible for sending out per
capita notices to all choruses and Affiliate members notifying each to
forward payment to the Treasurer.
c.
He shall maintain AMCO records including: i)
a list of Affiliates, ii) a list of Life and Honorary Life Members, iii)
correspondence, d) a roster of officers' and contacts' email and mailing
addresses. If required a "privacy disclaimer" will be obtained requesting
permission to publish information for the purposes stated.
d.
He shall perform such other appropriate
duties as may be assigned.
8.6 Treasurer.
a.
He shall deposit all general fund monies
of the AMCO in a depository account approved by the Board of Directors,
shall pay all bills contracted by the AMCO.
b.
He shall deposit all scholarship fund moneys
of the AMCO in an account established for that purpose and identified as
"The Associated Male Choruses of Ontario, Inc. Scholarship Fund".
c.
He shall perform such other duties as are
incidental to his office.
d.
He shall maintain the AMCO accounting
records and furnish the Board of Directors with a cash balance statement at
each regularly scheduled meeting.
e.
He shall prepare a budget for the following
fiscal year and present it to the Board at the regularly scheduled spring
meeting.
f.
The AMCO account shall have an alternate
signee approved by the Board of Directors, such signee should be prepared
to temporarily take over the duties of the Treasurer should the Treasurer
become incapacitated.
g.
He shall present the AMCO accounts for audit
at intervals to be determined by the Board of Directors.
h.
An auditor shall be appointed by the Board
of Directors at the Annual General Meeting or at a Special General Meeting
called for that specific purpose. The auditor shall be responsible for
reviewing and reporting on the financial affairs of the Associated. The
auditor does not have to be a chartered accountant.
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8.7 Publicity and
Promotion.
a.
He shall attempt to expand our AMCO
membership through contact with existing male choruses and individuals
interested in forming a male chorus.
b.
He shall be responsible for the maintenance
and display of AMCO promotional materials and the production and
distribution of a recruitment package for potential choruses.
8.8 Newsletter
Editor.
a.
He shall be responsible for gathering and
compiling information regarding the AMCO, its members and other related
materials and disseminating same in the newsletter in a manner directed by
the Board of Directors.
b.
He shall establish a network of member
chorus field editors and encourage full and regular participation through
submission of articles of general interest relating to each chorus.
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8.9 Historian.
a.
He shall be responsible for gathering and
maintaining all pertinent historical data relating to the AMCO and its members
in an appropriate and secure manner.
b.
He shall encourage through regular contact,
the submission of items of interest including concert programs and
recordings.
c.
He shall regularly submit a column for publication
in the newsletter on items of historical significance.
8.10 Music.
a.
He/she shall chair a committee responsible
for:
i) The Common
Repertoire list,
ii) Music Reviews
b.
Provision is made for the formation of a
Music Composition Contest which, if established, would be within the
auspices of this committee.
c.
Membership in this committee shall be
determined by the policy statements governing each area of responsibility
and approved by the Board of Directors.
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9. Vacancies
Should a vacancy occur in any of the elected or appointive offices,
replacement(s) may be made by a simple majority (51%) vote of the Executive
Committee to fill the remainder of the term. At the Executive Committee's
discretion the Board may continue to the end of the term without filling
said vacancy.
10. Big Sings
10.1 A Big Sing shall be defined as a joint concert to which all AMCO
member choruses in good standing are eligible to participate. Guest
choruses may be invited by the host chorus with approval from the Board of
Directors. Approval to hold a Big Sing must be obtained from the Board far
enough in advance to allow for proper planning and notice.
A member chorus concert shall not be scheduled in conflict with an AMCO
Big Sing.
10.2 The host chorus is responsible for all financial obligations
with respect to the Big Sing and is expected to plan the finances in such a
manner that a profit is realized. In recognition of the district choruses'
participation, the host chorus shall be obligated to submit to AMCO ten
percent (10%) of the concert net profit. A budget statement and cheque for
this amount shall be forwarded to the AMCO Treasurer within sixty (60) days
of the Sing date.
10.3 The massed selections for the Big Sing shall be chosen from
both the Common Repertoire and the preceding Choral Workshop.
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11. Choral Workshops
11.1 A Choral Workshop may be held
preceding a District Big Sing. The function of the workshop, in part, shall
be to add new selections from the number presented to our Common Repertoire
for use at the next Big Sing.
11.2 The workshop shall include activities planned to improve
performance standards and may include reading sessions, clinician(s),
sharing sessions, publisher presentations, etc. at the suggestion of
the host chorus with approval from the Board of Directors. All planning
including costs should be presented to the Board for their approval at the
Board meeting prior to the workshop date and an attempt should be made to
run said workshop at zero cost to the AMCO treasury. The Board shall
include in its budget an amount to subsidize the workshop should it be
required.
11.3 It is expected that the host chorus of the District Big Sing
will give serious consideration to assuming the responsibility for
organizing and running the Choral Workshop.
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12. Committees.
12.1 The following standing committees shall be established and
chaired by an officer appointed by the Board of Directors:
a.
Newsletter
b.
Music (Common Repertoire, Reviews)
c.
Others as may be determined by the Board.
12.2 Ad Hoc committees may be appointed by the President at his
discretion for specific purposes.
12.3 Scholarship
a.
There shall be a Scholarship Committee
administered by the Second Vice President and not less than five trustees,
one appointed by the Board of Directors from each member chorus.
b.
The Fund shall be governed in accordance
with the Scholarship Policy approved by the Board of Directors.
c.
The AMCO Treasurer shall act as treasurer of
the Fund as outlined in By-Laws Article 8.6 (b).
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13. Amendments
These By-Laws may be amended by a sixty percent (60%) vote of the Board
of Directors in person or by proxy at any regularly scheduled or special
meeting of the AMCO provided notice has been given to the members at least
thirty days (30) in advance of such meeting.
14. Termination
Upon dissolution of the AMCO, any residue funds left in the treasury
shall be divided equally amongst the existing member choruses.
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