Association of Major Symphony

Orchestra Volunteers, Inc.

A Pennsylvania Nonprofit Corporation

 

Adopted 1989, Toronto, Ontario, Canada

Adopted 1991, Seattle, Washington

Amended 1995, Los Angeles, California

Amended 2003, Washington, D.C.

Amended 2007 Dallas Texas

Amended 2022, Washington, D.C.

 

ARTICLE I: Name

Section l. The name of this Corporation is the Association of Major Symphony Orchestra Volunteers, Inc.

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ARTICLE II: Purposes

Section l. The purposes of the Corporation are exclusively for charitable and educational purposes as set forth in the Articles of Incorporation.

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Section 2. The objectives of the Corporation shall be the interchange of ideas among volunteer organizations who directly support major symphony orchestras, discussion of activities in furthering the support and ensuring the continued existence of major symphony orchestras, and practical application of the same to the varying needs of their respective communities.

 

Section 3. In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (the "Code").

 

ARTICLE III: Offices

 

Section l. Principal Office. The Principal Office of the Corporation shall be at 260 South Broad Street, 14th Floor, Philadelphia, PA 19102-4297 in c/o AMSOV, The Philadelphia Orchestra Association, President of the Volunteer Committees or other locations as the Directors may from time to time determine.

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Section 2. Other Offices. The Corporation may also have offices at such other places as the Directors may select.

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ARTICLE IV: Seal

 

 The Corporate Seal of the Corporation shall be in circular form and shall bear the name of the Corporation and the words "Corporate Seal, Pennsylvania 1987."

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ARTICLE V: Membership

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Section l. Classification. The Corporation shall have three classes of membership consisting of:

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A. Organization. The recognized volunteer group(s) whose primary purpose is to support and promote a major symphony orchestra. The category of a major symphony orchestra shall be determined by the Board of Directors. Multiple Organizations may support a single orchestra. Association of Major Symphony Orchestra Volunteers

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B. Director. An individual who serves as a Member of the Board of Directors of the Corporation as defined in Article IX of these bylaws.

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C. Member. Any individual who is currently a member in good standing of the Corporation.

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Section 2. Application for Membership. Each prospective Organization’s application shall be reviewed by the Board of Directors and, if all qualifications are met, membership shall be conferred at the time dues are received by the Treasurer.

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Section 3. Dues.

 

A. Exercising their fiduciary responsibilities, the board will determine the dues amount for each Member Class effective with the start of the next fiscal year. Changes must be announced to the general membership 60 days prior to the effect date.

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B. Dues shall be paid annually at the beginning of the Corporation’s fiscal year. Notices will be sent.

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C. Members and Organizations who have not paid dues will be marked “inactive”. They cannot attend the conference, receive newsletters or be listed in the AMSOV Directory.

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Section 4. Rights of Members. Unless otherwise provided herein, all classes of Members shall be entitled to the rights and privileges of "Members" under the Pennsylvania Nonprofit Corporation law of 1972, as amended, 15 PA C.S. #7101 et. seq. (the "Act").

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Section 5. Expulsion from Membership. Any Member may be expelled from membership, without assignment of any cause, upon affirmative vote of a majority of Members voting, at a duly convened meeting, provided that written notice of the intention to expel has been provided to the Member. No Member shall be expelled without having the opportunity to be heard at such meeting if the Member should so wish to do so, but no formal hearing procedure need be followed.

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ARTICLE VI: Officers

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Section 1. Composition. The Officers of the Corporation shall be a President, Vice-President/Conference Chair, Secretary, and Treasurer, and such other Officers whose positions may be created from time to time by the Directors. These Officers shall perform the duties prescribed by these bylaws and by the Parliamentary Authority adopted by the Corporation.

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Section 2. Selection. The President shall be the retiring Vice President/Conference Chairman, or, if not available, a person selected by the Board. The Vice-President/Conference Chair, Secretary, Treasurer, and other Officers, if any, shall be selected from and by the Board of Directors at the first meeting of that Board of Directors.

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Section 3 Term. The officers shall serve for two years, beginning upon selection, and serving until their successors are elected or appointed. No Officer may serve more than two consecutive terms in the same office and no person shall hold more than one office at a time. Association of Major Symphony Orchestra Volunteers

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Section 4. Vacancies. If the office of any Officer shall become vacant between Biennial Conferences, the Directors, although less than a quorum, by an affirmative vote of a majority then in office, may choose a person or persons who shall hold office for the remaining term.

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ARTICLE VII: Duties of Officers

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Section 1. President. The President shall preside at all meetings of the Corporation, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall execute bonds, mortgages, and other contracts requiring a seal, under the Seal of the Corporation, and when authorized by the Board, affix the Seal to any instrument requiring same, and the Seal, when so affixed, shall be attested by the signature of the Secretary.

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Section 2. Vice-President/Conference Chair. The Vice-President/Conference Chair shall be vested with all the powers and required to perform all the duties of the President in the absence or disability of the President.

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Section 3. Secretary. The Secretary shall keep the official records of all meetings of the Corporation, the official roster of all Members, shall give or cause to be given notice of all meetings to the Directors and/or Members as appropriate and shall perform such other duties as may be prescribed by the Directors or the President.

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Section 4. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements; shall collect all funds due the Corporation and disburse funds as required to meet the obligations of the Corporation; shall render to the President and Directors as requested by them, but not less than every two years, regular accountings of all transactions and of the financial condition of the Corporation.

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ARTICLE VIII: Meetings of Members

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Section 1. Biennial Conference. There shall be a Biennial Conference of the membership sponsored by the Corporation at such time and place as fixed by the Conference Chairman and approved by the Directors.

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A. The membership shall have a minimum of three business meetings during which any germane matter may be brought before the membership for discussion or vote, provided that any notice requirement under law or these bylaws has been met.

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Section 2. Conferees. There shall be three classes of Conferees:

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A. Conferees: Each Organization determines its number of conferees.

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B. Directors. Each member of the Board of Directors shall be a Conferee.

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C. Guests: Past Presidents of the Corporation and Members who no longer have an affiliation with a member Organization, and such guests as invited by the President or the Conference Chairman, shall be non-voting members.

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Section 3. Special Meetings. Special meetings of the organization membership may be called by the Directors or at the written request of ten percent of the organization membership. Upon written request for the calling of a special meeting of the Corporation, the Secretary shall fix the time and the place of the meeting, which shall be Association of Major Symphony Orchestra Volunteers held no more than sixty days after receipt of the request. At least a ten-day written notice stating the time, place, and purpose of any special meeting shall be given to the Members.

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Section 4. Voting

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A. Delegations. Conferees of any member Organization, in good standing, shall be considered a Delegation and shall vote on all matters as a unit. Each Delegation shall have a single vote as determined by an affirmative vote of a majority, or by the sole Conferee if only one is present. In cases where multiple organizations support a single orchestra, all Conferees must vote to submit only one vote per Delegation.

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B. Directors. Each Director shall have one vote on all matters at any meeting unless otherwise prescribed by the bylaws.

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C. Proxy. There shall be no proxy voting by any Members on any matter.

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Section 5. Quorum. At any meeting of the Members, the majority of registered Organizations in attendance and a majority of Directors shall constitute a quorum.

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ARTICLE IX: Board of Directors

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Section 1. Members. The Board of Directors shall consist of nine Members. The Immediate Past President, President, Vice President/Conference Chair, Secretary, Treasurer are named by the Board. Four Directors, who are members in good standing, are elected at the Biennial Conference.

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Section 2. Term. The Board named at the Biennial Conference and shall serve until adjournment of the following Biennial Conference or until their successors are elected or appointed. No Board Member, with the exception of the Vice President/Conference Chairman, President, Immediate Past President or Treasurer may serve more than two consecutive terms.

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Section 3. Meetings

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A. Regular Meetings. The Board of Directors shall hold at least three regular meetings between the Biennial Conferences at such times and places as the Directors shall determine. In addition, a meeting shall be held immediately following the close of the Biennial Conference in the Host City and another immediately preceding the next Biennial Conference in that Host City.

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B. Special Meetings. Special meetings may be called by the President or by four Directors. A written notice stating time, place, and purpose of any special meeting shall be given to each Director.

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 Section 4. Vote

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A. In Person. Each Director shall be entitled to one vote in person. The affirmative vote of a majority of Directors voting at any duly convened meeting, after proper notice, at which a quorum is present, shall constitute Board action, unless a greater number is required. Association of Major Symphony Orchestra Volunteers.

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B. Unanimous Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote in the matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors.

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Section 5. Quorum. A majority of the Directors shall constitute a quorum at all meetings of the Board of Directors.

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Section 6. Powers. The Directors shall have all powers and authority necessary to determine policy and to manage the business of the Corporation, including the power to borrow money, or to purchase, sell, lease or otherwise dispose of any real estate.

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Section 7. Removal. Any Director may be removed from office, without assignment of any cause, by an affirmative vote of a majority of the Directors then in office at any duly convened meeting, provided that written notice of intention to consider removal of a director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

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Section 8. Vacancies. If the office of any Director shall become vacant between Biennial Conferences, the remaining Directors, although less than a quorum, by an affirmative vote of a majority then in office, may choose a person or persons who shall hold office for the remaining term.

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ARTICLE X: Committees

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Section 1. Powers. The Board of Directors may establish such committees with such powers as they deem desirable for the operation of the Corporation, except that no committee shall have the power or authority to do the following: fill vacancies on the Board; adopt, amend, or repeal the bylaws; amend or repeal any resolution of the Board; or act on matters committed by the bylaws or by resolution of the Board to another Committee of the Board.

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Section 2. Appointment. The Board, or the President if authorized by the Board, shall appoint Members of all committees. The President may also invite the Chairman or Members of any committee who are not Directors to attend any meeting of the Board, but such persons shall have no vote.

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ARTICLE XI: Fiscal Year

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Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on June 1st and end on May 31st of each year.

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ARTICLE XII: Notices

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Section 1. Notices. Notice shall be given either personally or by sending a copy thereof by first class mail, postage prepaid, or any method as may be approved by the Board of Directors, to the address appearing on the books of the Corporation or supplied to the Corporation for the purpose of notice. If the notice is sent by mail or any method as may be approved by the Board of Directors, it shall be deemed to have been given when deposited in Association of Major Symphony Orchestra Volunteers in the mail or any method as may be approved by the Board of Directors. Such notice shall specify the place, day, and hour of the meeting, and in the case of a special meeting, or where otherwise required, the general nature of the business to be transacted. Any required notice may be waived by the written consent of the person entitled to such notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

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ARTICLE XIII: Liability and Indemnification of Officers and Directors

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Section 1. Liability and Indemnification of Officers and Directors. No Director shall be personally liable for monetary damages to the Corporation for any action taken as a Director, or for failure to take any action as such, unless the Director has breached or failed to perform the duties of the office under Section 8363 of the Directors' Liability Act (42 Pennsylvania C.S. Sec 8363) and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

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Section 2. The Corporation shall indemnify any Officer or Director against expenses (including attorney's fees), damages, judgments, fines, amounts paid in settlement actually and reasonably incurred by such Officer or Director to the extent permitted by law. The foregoing right of indemnification shall not be exclusive of any other rights to which the Officer or Director may be entitled by law, or agreement, or vote of the Directors or otherwise.

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Section 3. The Corporation shall advance the expenses incurred by an Officer or Director in defending a civil or criminal action, suit, or proceeding in which such Officer or Director may be entitled to indemnification under Section 13.2 above, upon a receipt of a written agreement from such Officer or Director to reimburse the Corporation for such expenses advanced by the Corporation if it shall be ultimately determined that the officer or Director is not entitled to indemnification.

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ARTICLE XIV: Parliamentary Authority

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Section 1. Parliamentary Authority. The current edition of Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rule of order which the Corporation may adopt.

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ARTICLE XV: Amendment

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The bylaws of the Corporation may be amended by an affirmative vote of two-thirds of the Delegations as defined in Article VIII, Section 4A, present at a meeting of Members, duly convened, upon at least thirty-day advance notice of such meeting, which notice shall contain a copy of the proposed amendments.

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ARTICLE XVI: Subventions

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The Corporation shall be authorized, by resolution of its Directors, to accept subventions on terms and conditions not inconsistent with the Pennsylvania Nonprofit Corporation Law, and to issue certificates, therefore.

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ARTICLE XIV: Parliamentary Authority

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Section 1. Parliamentary Authority. The current edition of Robert's Rules of Order, Newly Revised, shall govern the proceedings of the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rule of order which the Corporation may adopt.

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ARTICLE XV: Amendment

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The bylaws of the Corporation may be amended by an affirmative vote of two-thirds of the Delegations as defined in Article VIII, Section 4A, present at a meeting of Members, duly convened, upon at least thirty-day advance notice of such meeting, which notice shall contain a copy of the proposed amendments.

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