ASSOCIATION OF MAJOR SYMPHONY ORCHESTRA VOLUNTEERS, INC.
A Pennsylvania Nonprofit Corporation
Adopted 1989, Toronto
Adopted 1991, Seattle
Amended 1995, Los Angeles Amended 2003, Washington, D.C.
Amended 2007 Dallas
Section l. The name of this Corporation is the Association of Major Symphony Orchestra Volunteers, Inc.
Section l. The purposes of the Corporation are exclusively for charitable and educational purposes as set forth in the Articles of Incorporation.
Section 2. The objectives of the Corporation shall be the interchange of ideas among the volunteer support organizations for 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").
Section l. Principal Office. The Principal Office of the Corporation shall be at 260 South Broad Street, 16th 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.
Section 2. Other Offices. The Corporation may also have offices at such other places as the Directors may select.
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."
Section l. Classification. The Corporation shall have three classes of membership consisting of:
A. Organization Members
1. Principal Organization Member. The recognized principal volunteer group whose primary purpose is to support and promote a major symphony orchestra. The category of major symphony orchestra shall be determined by the orchestra's operating budget size as reported in the League of American Orchestras’ Annual Comparative Statistical Report and as further stated in the Standing Rules of the Association. Affiliate Organization Member. Any recognized volunteer group whose primary purpose is to support and promote a major symphony orchestra, and is not the principal volunteer organization.
2. Affliate Organization Member. Any recognized volunteer group whose primary purpose is to support and promote a major symphony orchestra, and is not the principal volunteer organization.
B. Director Member. An individual who serves as a Member of the Board of Directors of the Corporation as defined in Article IX of these bylaws.
C. Alumni Member. Any individual who has attended a Biennial Conference of the Corporation and is currently a Member in good standing.
Section 2. Application for Membership. Each prospective Member'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.
Section 3. Dues
A. The amount of dues for each Member class shall be recommended by the Board of Directors and shall be determined by an affirmative vote of two-thirds of the voting Members at a meeting of Members at the Biennial Conference (as herein defined). In the absence of such a determination the previous dues shall continue in effect.
B. Dues notices will be sent following the Biennial Conference and shall be paid upon receipt. Any member, who fails to pay dues prior to the next Biennial Conference, is ineligible to attend that Conference.
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").
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.
Section 1. Composition. The Officers of the Corporation shall be a President, Vice-President, 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.
Section 2. Selection. The President shall be the retiring Conference Chairman, or, if not available, a person selected by the Board. The Vice-President, 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.
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.
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.
Duties of Officers
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.
Section 2. Vice-President. The Vice-President 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.
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.
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.
Meetings of Members
Section 1. Biennial Conference. There shall be a Biennial Conference of the membership every two years sponsored by the Corporation at such time and place as fixed by the Conference Chairman and approved by the Directors.
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.
B. Not less than sixty days before each Biennial Conference Organization Members shall furnish the Conference Chairman with the names and addresses of its Conferees and shall promptly notify the Chairman of any change therein.
Section 2. Conferees. There shall be three classes of Conferees:
1. Each Principal Organization Member is entitled to send a maximum of four elegates.
2. Each Affiliate Organization Member is entitled to send a maximum of two Delegates.
B. Directors. Each member of the Board of Directors shall be a Conferee.
C. Guests: Past Presidents of this Organization, Alumni Members, Committee Members, and such guests as invited by the President or the Conference Chairman shall be non-voting members.
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 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.
Section 4. Voting
A. Delegations. Delegates supporting any one major symphony orchestra 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 of the Delegates of that major symphony orchestra, or by the sole Delegate if only one is present.
B. Directors. Each Director shall have one vote on all matters at any meeting unless otherwise prescribed by the bylaws.
C. Proxy. There shall be no proxy voting by any Members on any matter.
Section 5. Quorum. At any meeting of the Members, a majority of registered Delegations and a majority of Directors shall constitute a quorum.
Board of Directors
Section 1. Members. The Board of Directors shall consist of the following nine Members: the Immediate Past President, the President, the Conference Chairman, four Members from Organization Members in good standing elected at the Biennial Conference, and two Members from Organization Members in good standing appointed by the President.
Section 2. Term. Directors shall be chosen at the Biennial Conference and shall serve until adjournment of the following Biennial Conference or until their successors are elected or appointed. No Director, with the exception of the Conference Chairman, President, or Immediate Past President may serve more than two consecutive terms.
Section 3. Meetings
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.
B. Special Meetings. Special meetings may be called by the President or by four Directors. At least a ten day written notice stating time, place, and purpose of any special meeting shall be given to each Director.
Section 4. Vote
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.
B. Unanimous Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if 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.
Section 5. Quorum. A majority of the Directors shall constitute a quorum at all meetings of the Board of Directors.
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.
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.
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.
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.
Section 2. Appointment. The Board or the President, if so 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.
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on June 1st and end on May 31st of each year.
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 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.
Liability and Indemnification of Officers and Directors
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.
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.
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.
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.
Section l. Amendment. 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 days advance notice of such meeting, which notice shall contain a copy of the proposed amendments.
Section 1. Subventions. 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.
ASSOCIATION OF MAJOR SYMPHONY ORCHESTRA VOLUNTEERS, INC.
Adopted May 7, 1989, Toronto
Amended May 1,1995, Los Angeles
Amended May 1, 1998, Minneapolis
Ratified April 17, 1999, Chicago
Amended May 5, 2001, St. Louis
Amended April 25, 2003, Washington, D.C.
Amended May 5, 2007 Dallas
Amended October 20, 2007 Chicago
Amended September 12, 2008 Montreal
Amended February 27, 2009 Kansas City
A. Each Organization Member is encouraged to send as Delegates its President and President Elect.
B. No Director of AMSOV shall serve as a delegate.
A. Past Presidents of AMSOV, or its precedents
B. Alumni Members
C. Committee Members
D. Volunteer Coordinators
E. Special guests shall be invited by the Conference Chairman
3. Each Conferee is responsible for expenses incurred when attending the Biennial Conference, including the registration fee.
II. The Conference Committee
1. The Chairman of the Biennial Conference shall be responsible for the Conference to be held in the Host City and shall appoint all necessary Committees for the conference planning and administration.
2. The Conference Chairman may encourage Organization Members to combine to host a Conference activity.
3. The Conference Committee, with the approval of the Directors of AMSOV, will set fees for registration and assessment.
4. Al least 30 days prior to the Conference, the Conference Chairman shall send, or cause to be sent, to all who are entitled: the program, notice of any proposed amendments of the Bylaws, and amounts of fees for registration and other assessments.
5. The Conference Chairman shall make arrangements for a Professionally Registered Parliamentarian to be present at all business meetings. The fee shall be paid by the Conference Committee.
6. The Conference Committee shall distribute to each Conferee a report of the Conference which shall include the minutes.
7. The Conference Chairman shall make available to her/his successor all pertinent records in a timely manner.
8. The Conference Chairman shall be responsible for a complete report of that Conference, which shall be made a part of the minutes of the Board of Directors second meeting following the Conference. This report shall include a detailed accounting of Conference income and expenses as of the end of the fiscal year.
9. AMSOV shall make a pre-Conference allocation of funds to the Conference Committee. The Conference Committee shall return all unexpended funds, if any, to the Conference Reserve Fund of AMSOV.
III. Selection of the Host City
1. The AMSOV Board shall send a written communication to all Principal AMSOV Member Organizations requesting their interest in hosting a future Biennial Conference. The AMSOV Board will review the responses, select the future Conference site and notify the AMSOV membership.
2. Prior to sending the formal invitation, the Principal Organization shall confer with the AMSOV Board regarding the responsibilities of the future Conference Chair and the Chair’s subsequent role as the AMSOV President. When choosing a Conference Chair, consider this person:
Will become President of AMSOV
Has been President of your organization
Has attended an AMSOV Conference
It would be beneficial if the individual had served on an AMSOV Board.
3. This formal invitation shall be in writing and sent to the Secretary of AMSOV, and received prior to the selection date to be determined by the AMSOV Board.
4. At the first business meeting of each Conference, the selected future Conference site shall be announced. The representative of the Member Organization selected shall be introduced.
5. At a business meeting of each Conference, the selected future Conference Chairman shall give an oral presentation of no longer than three minutes.
IV. Election of Directors
A nomination for Board of Directors is made by an Organization Member or a Delegate, subject to the following regulations:
Each Principal Organization Member may nominate only one candidate who is a Member of that Organization.
The proposed candidate must be seconded by another Organization Member. An Organization Member may second no more that two (2) candidates.
The written consent of the Nominee has been obtained.
The Nominee is registered at the Biennial Conference.
There shall be no promotional material distributed on behalf of a Candidate.
After the election, the names of the new Board shall be presented in total with no differentiation between elected and appointed and no mention of vote count for each candidate.
1. Each Organization Member shall return completed report forms in accordance with the instructions of the Conference Committee at a date to be determined by the Conference Chair.
2. Each Officer and Committee Chairman shall submit a written report to the Conference Committee no later than 30 days prior to the Conference. These reports will be compiled and distributed at the Conference by the Conference Committee.
3. Oral reports should not exceed five minutes.
VI. Conduct of Business at the Conference
1. At least three business meetings must be held during each Conference.
2. Motions may be made and seconded by Delegates or Directors only.
3. Resolutions must be presented in written form.
4. Although volume sales of symphony merchandise are prohibited, except by the Host City, Organization Members are encouraged to bring samples of merchandise and other materials for display.
VII. Biennial Dues
1. Principal Organization Member $200.00 U.S.
2. Affiliate Organization Member $100.00 U.S.
3. New Principal or Affiliate Group Members are required to pay only one-half of Biennial Dues for the first membership term only.
4. Alumni Member $ 50.00 U.S.
5. AMSOV Directors $ 50.00 U.S.
6. Past President are non-dues paying Honorary AMSOV Alumni
VIII. Definition of a Major Symphony Orchestra
Any orchestra with a minimum operating budget of $10 million as reported in the League of American Orchestras Annual Comparative Statistical Report for at least 3 years. In a non-conference year, the Board of Directors may adjust this minimum by an inflationary index.
ASSOCIATION OF MAJOR SYMPHONY ORCHESTRA VOLUNTEERS, INC.
Adopted February 11, 1989, Toronto
Amended February 21, 1993, New York
Amended October 7, 1994, New York
Addition May 1, 1998, Minneapolis
Adopted by the Board of Directors, February 21, 1993
Amended, May 1995, Los Angeles
Amended, April 25, 2003, Washington, D.C.
Amended, May 5, 2007 Dallas
Amended October 20, 2007 Chicago
Amended September 12, 2008 Montreal
1. At every level of involvement of service, the Association of Major Symphony Orchestra Volunteers encourage the participation of emerging young leaders.
2. The Board of Directors of AMSOV shall be selected with due regard to geographical distribution within the United States and Canada with particular attention given to orchestras that have not been represented on the Board in recent years. No orchestra should be represented on the Board for consecutive terms, with the exception of the President, Vice President and Past President. At least two members of the Board of Directors should be representative of the
emerging young leadership.
3. To accomplish proper and timely transition of administrations, each member of the Board of Directors is responsible for a well-organized and current notebook and/or files to be presented to the successor at the close of conference.
4. The archives of AMSOV will be maintained at a location and by an archivist approved by the Board of Directors of AMSOV.
5. The Directors will be reimbursed for administrative expenses incurred on behalf of AMSOV within budget guidelines. Requests for reimbursements must be itemized and accompanied by receipts and should be submitted no later than 30 days prior to the close of the fiscal year.
6. The President shall be reimbursed for expenses incurred while representing AMSOV at the meetings of the Board of Directors of the Volunteer Council of the League of American Orchestras.
7. Each Director is responsible for expenses incurred while attending meetings. Organization members are encouraged to assist with these expenses.
8. Each Delegate is responsible for expenses incurred while attending the Biennial Conference. Organization members are encouraged to assist with these expenses. Upon returning from the Conference, the Delegate should report to the sponsoring organization membership.
9. Probationary status occurs when an organization member no longer meets the membership criteria as defined in the Bylaws. The member may attend the Biennial Conference immediately following its change of status, with full privileges of membership. Thereafter the member will be considered resigned until the Secretary has received formal notice of compliance with the criteria. Biennial dues shall be paid by the Principals, Affiliates and Alumni prior to the next AMSOV Biennial Conference.
10. All registered participants of the AMSOV Conference become AMSOV Alumni. They may attend any future Conference if they have paid their Alumni Dues in the Biennium prior to the next Conference.
11. Conference Guest is a special category of the registered Conference participants. An individual may be invited by mutual agreement of the President and the Conference Chairman to attend the Conference in this category for the benefit of AMSOV.
12. The fund which was initiated by Past President Jean Koch, has been officially designated the “Jean Koch Past President Fund”. It is a non-operating budget account to be used at the discretion of the AMSOV Board of Directors for meaningful support of the Conference, special expenses of the President, special donations to orchestras or to their volunteer organizations to honor Past Presidents of AMSOV. The fund is supported by volunteer donations. Any dues payment received from a Past President will be added to the Jean Koch Past President Fund, unless otherwise designated by the Past President making the payment.