Convivium Musicum By-Laws
Convivium Musicum By-Laws
Convivium Musicum By-Laws
What are By-Laws?
The By-laws describe Convivium’s corporate structure and governance, or
how Convivium is run: our membership structure, how we elect our officers and
Board of Directors, the powers members and directors havem, when members and directors meet, and how the By-laws can be amended.
By-laws do not need to be filed with the state in Massachusetts.
What are Articles of Organization?
The Articles of Organization is the document that brought Convivium into being as a legal corporate entity.
These Articles are filed with the state, and our Clerk also has an attested copy obtained in March 2010.
The Articles include the purpose of Convivium, various statements about Convivium’s activities in relation to our
501(c)(3) (tax-exempt) status, and a list of our officers at the time of incorporation in June 1992. The Articles
of Organization acknowledge that the structure and governance of Convivium is in the By-Laws.
The purpose of Convivium Musicum, as set forth in our Articles of Organization that
were filed with the Commonwealth of Massachusetts Secretary of State on June 17, 1992, when
Convivium was legally incorporated:
“To develop a professional quality group whose aim is the performance of Renaissance
a cappella choral music and other related activities, in order to provide educational,
cultural, and social enrichment for its members and its audience and thereby make a
contribution to the community.”
For general info on Articles of Organization or Incorporation, and on By-Laws, click here. This is just one of many sites with useful information on the subject.
Below are our By-Laws as ratified at the Annual Corporate Meeting on May 25, 2011.
THE BY-LAWS OF CONVIVIUM MUSICUM, INC.
ARTICLE I. NAME, PURPOSE, LOCATION, CORPORATE SEAL, AND FISCAL YEAR.
Section 1. Name and Purpose
The name of the Corporation shall be Convivium Musicum, Inc. and its
primary purpose shall be as set forth in the Articles of Organization.
Section 2. Location.
The principal office of the Corporation in the Commonwealth of
Massachusetts shall initially be located at the place set forth in the
Articles of Organization of the Corporation. The directors may change
the location of the principal office effective upon filing a certificate
with the Secretary of the Commonwealth.
Section 3. Corporate Seal.
The Directors may adopt and alter the seal of the Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall run from July 1 until June 30.
ARTICLE II. MEMBERS.
Section 1. Classes of Members.
The organization shall have one class of members, Corporate Members, designated as follows:
Corporate Members will be all singers and any other musicians elected
as such by the Corporate Members, and are vested with corporate governance
functions.
Section 2. Numbers, Selection, and Qualification.
Corporate Members. Corporate Members are elected by the Corporate
Members at any of their meetings, and shall serve as such until the
Corporate Members choose to remove them. The number and qualification
of Corporate Members shall be at the discretion of the Corporate Members, but shall not exceed 20.
The selection of a new Corporate Member shall
require the recommendation of the Music Director and the affirmative vote
of two-thirds of the Corporate Members. It shall be
assumed that Corporate Members will perform at every concert unless the Music Director
decides otherwise. Any other performer at a concert or rehearsal shall
be referred to as a “guest artist”, including performers who intend to
become Corporate Members before they have been elected as such.
The incorporators at the initial meeting, and
thereafter the Corporate Members at their annual meeting, shall fix
the number of Corporate Members and shall elect any new Corporate Members to complete the number of Corporate
Members so fixed. At any special meeting the Corporate Members then
in office may increase the number of Corporate Members and elect new
Corporate Members to complete the number so fixed; or they may decrease
the number of Corporate Members, but only to eliminate vacancies caused
by death, resignation, removal, or disqualification of one or more
Corporate Members. Unless the Corporate Members otherwise designate,
there shall be no other qualifications for Corporate Members except singing at rehearsals and performances. No such
designation shall disqualify a Corporate Member in office when the
designation is made. Any vote of Corporate Members to elect a new
Corporate Member shall require the affirmative vote of the Corporate
Members present and voting.
Section 3. Tenure.
Each Corporate Member shall serve until death, resignation, removal, or
disqualification.
Section 4. Powers and Rights.
In addition to the right to elect Directors as provided in Article V,
Section 1, and other such powers and rights as are vested in them by
law, the Articles of Organization, or these By-Laws, the Corporate
Members shall have such other powers and rights as the Directors may
designate, and they will advise the Directors in the election of the
President, Treasurer, Clerk, and Music Director.
Section 5. Suspension or Removal.
A Corporate Member may be suspended or removed with or without cause by vote of two-thirds of the Corporate Members present
and voting, and only after a reasonable notice and opportunity to be
heard.
Section 6. Resignation.
A Corporate Member may
resign by delivering a written
resignation to the President, Treasurer, or Clerk of the Corporation,
to a meeting of the Corporate Members or Directors, or to the Corporation
at its principal office. Such resignation shall be effective upon
receipt, unless specified to be effective at some other time, and
acceptance thereof shall not be necessary to make it effective unless
it so states.
Section 7. Vacancies.
Any vacancy in the Corporate Membership may be filled by the Corporate
Members. Each successor shall hold office
until death, resignation, removal, or disqualification. The Corporate
Members shall have and may exercise all their powers notwithstanding
the existence of one or more vacancies in their number.
Section 8. Leave of Absence.
A leave means that a Corporate Member (By-Laws art. II, sect. 2) does not
sing for one concert cycle (one semester) but retains her or his permanent
membership.
A leave of one semester may be requested by any Corporate Member for any
reason. Leaves for the fall/winter season should be requested by August 1;
for the spring, by December 1. While a singer is on leave, her or his
obligation to pay dues remains active; the singer on leave also retains all
rights to participate in corporate functions, including voting.
The music director, at his or her discretion, may guarantee, at the time
the leave is requested, that a person taking a leave for one semester may
return to sing with the group in the following semester; this will normally
be the case. But the music director may request a reaudition, for the
director only, after a leave of one semester.
Not singing with the group for two or more consecutive semesters, for
whatever reason, shall constitute breaking the life tenure commitment
between Convivium and the individual: it shall be considered
“disqualification” (Article II, Sect. 3) and the singer thus disqualified shall lose
her or his Corporate membership, although he or she will be welcome to audition when new
vacancies arise. Upon reaudition of a previous Corporate Member, the Corporate
Members may elect to waive any normal probationary audition process that may be in place,
and immediately reelect the singer as a Corporate Member.
ARTICLE III. MEETINGS OF MEMBERS.
Section 1. Annual Meetings of Corporate Members.
The annual meeting of the Corporate Members shall be held on the first
Wednesday of June at 7:00 PM. The annual meeting may be held at the
principal office of the Corporation or at such other place as the
Directors may determine. The Directors may, with reasonable cause,
change the date of the meeting, subject to the provisions herein. No
change in the date fixed in these by-laws for the annual meeting shall
be made within thirty days before the date stated herein. Notice of
any change of the date shall be given to all Corporate Members in writing
at least twenty days before the new date fixed of such meeting. The
annual meeting shall be run by the President.
Section 2. Order of Business.
The first order of business at an annual meeting shall be the election
of new Corporate Members as described
in Article II, Section 2.
Section 3. Special Meetings.
Special meetings of the Corporate Members may be held at any time and
place. Special meetings may be called by the President, or the Directors,
or upon written application of three or more Corporate Members.
Section 4. Call and Notice.
4.1 Annual meeting. No call or notice shall be required for the Annual
Meeting of the Corporate Members, unless the place, date, and time are
different from those specified in Article III, Section 1, in which case
Reasonable and Sufficient Notice of time and place shall be given all
Corporate Members.
4.2 Special Meetings. Reasonable and Sufficient Notice of time and place
of Special Meetings of the Corporate Members shall be given to each
Corporate Member, and such notice shall also include the purpose of the
meeting.
4.3 Reasonable and Sufficient Notice. Except as otherwise expressly
provided, it shall be Reasonable and Sufficient Notice to a Corporate
Member to send a notice by mail at least five working days before the meeting addressed to the usual or
last known business or residence address or to give notice in person or
by telephone or fax or electronically at least two working days before the meeting.
4.4 Waiver of Notice. Whenever notice of a meeting is required, such
notice need not be given to any Corporate Member if a written waiver of
notice is filed with records of the meeting.
Section 5. Quorum.
At any meeting of the Corporate Members a majority of the Corporate
Members then in office, whether present in person or duly represented,
shall constitute a quorum. Any meeting may be adjourned to such date
or dates not more than 90 days after the first session of the meeting
by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without
further notice.
Section 6. Action by Vote.
Each Corporate Member shall have one vote. When a quorum is present at
any meeting, a majority of the votes properly cast by Corporate Members
present in person or duly represented shall decide the question,
including election to any office, unless otherwise provided by law, the
Articles of Organization, or these By-Laws.
Section 7. Action by Writing.
Any action required or permitted to be taken at any meeting of the
Corporate Members may be taken without a meeting if all Corporate Members
entitled to vote on the matter consent to the action in writing and the
written consents are filed with the records of the meetings of the
Corporate Members. Such consents shall be treated for all purposes as a
vote at a meeting.
Section 8. Proxies.
Corporate Members may vote either in person, by a duly authorized
representative, or by written proxy dated not more than three months
before the meeting named therein, which proxy, before being voted, shall
be filed with the Clerk or other person responsible for recording the
proceedings of the meeting. Unless otherwise specifically limited by
their terms, such proxies shall entitle the holders thereof to vote at
any adjournment of the meeting, but the proxy shall terminate after
the final adjournment of such meeting.
Section 9. Compensation.
Corporate Members shall not receive any compensation for their services
as Corporate Members. Expenses for attendance at meetings shall be
reimbursed at the discretion of the Directors. Corporate Members shall
not be precluded from serving the Corporation in any other manner and
receiving compensation for any such services.
Section 10. Rehearsals and Performances.
Rehearsals shall take place weekly throughout the year at the time and place chosen by the Corporate
Members, plus whenever else the Music Director deems necessary;
performances shall take place at least twice a year unless reasonable
cause is given by the Corporate Members or Music Director.
Section 11. Transfer of Membership.
Membership in the organization is not transferable or assignable.
ARTICLE IV. SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FRIENDS.
The Directors may designate certain persons or groups of persons as
sponsors, benefactors, contributors, advisors, or friends of the
Corporation or such other title as they deem appropriate. Such persons
shall serve in an honorary capacity and, except as the Directors shall
otherwise designate, shall in such capacity have no right to notice or
to vote at any meeting, shall not be considered for purposes of
establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE V. BOARD OF DIRECTORS.
Section 1. Number and Election.
The Corporate Members at their annual meeting shall fix the number of
Directors and shall elect the number of Directors so fixed. A Director
need not be a Corporate Member, but at all times a majority of the
Directors must be Corporate Members. At any special meeting the
Corporate Members may increase the number of Directors and elect new
Directors to complete the number so fixed; or they may decrease the
number of Directors, but only to eliminate vacancies existing by reason
of death, resignation, removal, or disqualification of one or more
Directors.
Section 2. Tenure.
Each Director shall hold office until the next annual meeting of Corporate
Members and until a successor is elected and qualified, or until death,
resignation, removal, or disqualification.
Section 3. Powers.
The affairs of the Corporation shall be managed by the Directors, who
shall have and may exercise all the powers of the Corporation, including
the appointment of Officers, except those powers reserved to the Corporate Members by
law, the Articles of Organization, or these By-Laws.
Section 4. Committees.
The Directors may elect or appoint one or more committees, and may delegate to any such committee any or
all of their powers. Unless the Directors otherwise designate, committees
shall conduct their affairs in the same manner as is provided in these
By-Laws for the Directors. The members of any committee shall remain in
office at the pleasure of the Directors.
Section 5. Suspension or Removal.
A Director may be suspended or removed, with or without cause, by a two-
thirds vote of the Corporate Members then in office, or by the unanimous
vote of all the other Directors then in office.
Section 6. Resignation.
A Director may resign by delivering a written resignation to the President,
Treasurer, or Clerk of the Corporation, to a meeting of the Corporate
Members or Directors, or to the Corporation at its principal office. Such
resignation shall be effective upon receipt, unless specified to be
effective at some other time, and acceptance thereof shall not be necessary
to make it effective unless it so states.
Section 7. Vacancies.
Any vacancy in the Board of Directors, except a vacancy resulting from enlargement, which is to be filled in accordance with Article V, Section 1,
may be filled by the Directors. Each successor shall hold office for the
unexpired term or until death, resignation, removal, or disqualification.
The Directors shall have and may exercise all their powers notwithstanding
the existence of one or more vacancies in their number.
Section 8. Regular Meetings.
Regular meetings of Directors may be held at such places and times as the
Directors may determine.
Section 9. Special Meetings.
Special meetings of Directors may be held at any time and place when called
by the President, or by two or more Directors.
Section 10. Call and Notice.
10.1 Reasonable and Sufficient Notice of time and place of Regular and
Special Meetings of Directors shall be given to each Director, and such
notice shall also include the purpose of the meeting.
10.2 Reasonable and Sufficient Notice. Except as otherwise expressly
provided, it shall be Reasonable and Sufficient Notice to a Director
to send a notice by mail at least five working days before the meeting addressed to the usual or
last known business or residence address or to give notice in person or
by telephone or fax or electronically at least two working days before the meeting.
10.3 Waiver of Notice. Whenever notice of a meeting is required, such
notice need not be given to any Director if a written waiver of notice
is filed with records of the meeting.
Section 11. Quorum.
At any meeting of the Directors, a majority of the Directors
then in office, whether present in person or duly represented,
shall constitute a quorum. Any meeting may be adjourned to such date
or dates not more than 90 days after the first session of the meeting
by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without
further notice.
Section 12. Action by Vote.
Each Director shall have one vote. When a quorum is present at
any meeting, a majority of the votes properly cast by Directors
present in person or duly represented shall decide the question,
including election to any office, unless otherwise provided by law, the
Articles of Organization, or these By-Laws.
Section 13. Action by Writing.
Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all Directors entitled to
vote on the matter consent to the action in writing and the written
consents are filed with the records of the meetings of the Directors.
Such consents shall be treated for all purposes as a vote at a meeting.
Section 14. Compensation.
Directors shall not receive any compensation for their services
as Directors. Expenses for attendance at meetings, and any other
expenses incurred in the performance of duties shall be reimbursed at
the discretion of the Directors. Directors shall not be precluded from
serving the Corporation in any other manner and receiving compensation
for such services.
Section 15. Presiding at the Meeting.
The President shall preside at all the meetings of the Directors, except as
the Directors shall otherwise determine, and shall have such other powers
and duties as may be determined by the Directors.
ARTICLE VI. OFFICERS.
Section 1. Number and Qualification.
The officers of the Corporation shall be a President, a Treasurer, a
Clerk, a Music Director, and such other officers,
if any, as the Directors may determine. The Corporation may also have
such agents, if any, as the Directors or Music Director may appoint. An
officer or agent may, but need not, be a Director or Corporate Member.
A person may hold more than one office at the same time, except for the
offices of President and Treasurer. If required by the Directors, any
officer or agent shall give the Corporation a bond for the faithful
performance of duties in such amount and with such surety or sureties as
shall be satisfactory to the Directors.
Section 2. Election.
The President, Treasurer, Clerk, and Music Director
shall be elected annually by the Directors, upon recommendation by the
Corporate Members, at their first meeting following the annual meeting
of the Corporate Members. The election of a Music Director shall be the
subject of ratification by a majority of the Corporate Members present
and voting at a special meeting of the Corporate Members. Other officers, if any, may
be elected by the Directors at any time.
The President, Treasurer, Clerk, and Music Director shall each hold office until the first meeting of the
Directors following the next annual meeting of the Corporate Members and
until a successor is chosen and qualified, or until death, resignation,
removal, or disqualification. Any other officer shall hold office
likewise, unless a shorter period has been specified by the terms of the
appointment. Each agent shall retain the authority of office at the
pleasure of the Directors.
The President shall be the chief executive officer of the Corporation
and, subject to the control of the Directors, shall have general charge
and supervision of the affairs of the Corporation. The President shall
preside at all meetings of the Corporate Members and at all meetings of
the Board of Directors, except as the Corporate Members or Directors shall
otherwise determine.
The Treasurer shall be the chief financial officer and chief accounting
officer of the Corporation, and shall be in charge of its financial
affairs, funds, securities, and valuable papers and keep full and
accurate records thereof. The Treasurer shall also be in charge of the
Corporation’s books of account and accounting records, and of its
accounting procedures.
The Clerk shall be a resident of Massachusetts unless the Corporation has
a resident agent duly appointed for the purpose of service of process. The
Clerk shall record and maintain records of all proceedings of the Corporate
Members and Directors, which records shall be kept within the Commonwealth
of Massachusetts at the principal office of the Corporation or at the office
of its Clerk or its resident agent, and shall be open at all reasonable times
to the inspection of any Corporate Member. Such records shall also include
all meetings of incorporators and the original, or attested, copies of the
Articles of Organization and By-Laws and names of all
Corporate Members, Directors, and officers and the address and phone of each.
If the Clerk is absent from any meeting of Corporate Members or Directors,
a temporary clerk chosen at the meeting shall exercise the duties of the
Clerk at the meeting.
Section 7. Music Director.
The Music Director shall be the chief artistic officer of the Corporation,
and is empowered to make all decisions regarding, and is solely responsible
for, the musical content of rehearsals and performances, subject to adherence
to the primary purpose of the Corporation, and to Article III, Section 10.
The Music Director shall select guest artists or consultants for individual
concerts if so desired, but if said guest artists or consultants are to be
paid, their fees must be approved by the Board of Directors. Corporate
Members, however, shall always be elected by the Corporate Members and
participate in the performances in accordance with Article II, Section 2.
Section 8. Suspension or Removal.
An officer may be suspended or removed, with or without cause, by a two-
thirds vote of the Directors then in office at any regular or special
meeting of the Directors, except that the suspension or removal of the
Music Director is subject to ratification by a majority of the Corporate
Members present and voting at a special meeting of the Corporate Members.
Section 9. Resignation.
An officer may resign by delivering a written resignation to the President,
Treasurer, or Clerk of the Corporation, to a meeting of the Corporate
Members or Directors, or to the Corporation at its principal office. Such
resignation shall be effective upon receipt, unless specified to be
effective at some other time, and acceptance thereof shall not be necessary
to make it effective unless it so states.
Section 10. Vacancies.
If the office of any officer becomes vacant, the Directors may elect a
successor, subject, in the case of the Music Director, to ratification by
the Corporate Members in accordance with Article VI, Section 2. Each
such successor shall hold office for the unexpired term or until death,
resignation, removal, or disqualification. During a vacancy in any of the
offices, including that of the Music Director, the Board of Directors as
a whole shall assume all the duties and responsibilities of that office
until a successor is duly elected.
Section 11. Compensation.
Officers and agents shall be entitled to receive for their services such
amount, if any, as the Directors may determine, subject to ratification by
the Corporate Members. Expenses for attendance at meetings, and any other
expenses incurred in the performance of duties shall be reimbursed at the
discretion of the Directors. Officers and agents shall not be precluded
from serving the Corporation in any other manner and receiving compensation
for any such services.
ARTICLE VII. EXECUTION OF PAPERS.
Except as the Directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts, and other obligations made, accepted,
or endorsed by the Corporation shall be signed by the President, Treasurer, or
Clerk.
ARTICLE VII. PERSONAL LIABILITY.
The Corporate Members, Directors, and Officers of the Corporation shall not
be personally liable for any debt, liability, or obligation of the Corporation.
All persons, corporations, or other entities extending credit to, contracting
with, or having any claim against the Corporation, may look only to the funds
and property of the Corporation for the payment of any such contract or claim,
or for the payment of any debt, damages, judgment, or decree, or of any money
that may be otherwise become due or payable to the from the Corporation.
ARTICLE IX. AMENDMENTS.
These By-Laws may be altered, amended, or repealed in whole or in part by a
vote of two-thirds of the Corporate Members then in office, at the Annual
Meeting or a Special Meeting called for that purpose.