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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Corporation may be repealed or amended by by-law enacted by sixty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Amendment of By-Laws: The by-laws of the Corporation may be repealed or amended by by-law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.
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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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Top
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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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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