By-laws of the Osceola Community Orchestra
Amended as of June 14, 2010
Name, Purpose, and
Philosophy,
Section 1. The name of the organization is The
Osceola Community Orchestra [see Amendment, June 14, 2010] (hereafter called
the Orchestra).
Section 2. The purpose of this not-for-profit
organization is to provide musical performances for civic, charitable and
community purposes, and by doing so, to provide enjoyment to its members.
Section 3. The philosophy of the Orchestra is to
provide free concerts for the enjoyment of the general public in settings such
as senior centers, shopping malls, nursing homes, concert halls, civic centers,
fraternal organizations, and community halls in Osceola, Polk and Orange
Counties in Florida.
Section 4. Donations and grants for music and other
expenses from concert audiences, municipalities and businesses are accepted and
encouraged.
Section 1. Anyone who is an active full time or
seasonal player in the Orchestra, or non-player who provides support services
on full time or seasonal basis qualifies for membership, without regard to
race, creed, sex, age or national origin.
An active player is defined as one who attends most rehearsals and
concerts.
Section 2. The orchestra is open to all musicians
who play band or orchestra instruments and who read music. No auditions are required for
membership. Non playing members are
those who consistently help set up for rehearsals and concerts, who assist with
librarian duties, who provide vital administrative duties or who transport gear
to and from concerts routinely.
Section 3. No fees, dues or charges are levied
against the members. No fees are
paid to playing members. A stipend
may be given to the music director at times and amounts authorized by the
Officers.
Section 4. Membership requires agreeing to be
listed as a member and providing to Orchestra management, name, address, phone
number(s) and email address if applicable.
Anyone who no longer displays an interest in being a member shall
forfeit membership by vote of the Executive Committee. Any past member may request reinstatment.
Section 1. The Orchestra is
managed by an Executive Committee.
The Executive Committee shall be elected from the membership and be
comprised of a President, Vice President, Secretary, Treasurer, and three
ŇAt-LargeÓ members. The President,
Vice President, Secretary and Treasurer are the officers of the Orchestra.
Section 2. The Executive Committee shall make
policy decisions needed for the operation of the Orchestra. The Executive Committee shall meet on
the first Monday of each month prior to rehearsal, or when special needs arise
as determined by the President. A
majority of officers constitutes a quorum.
Section 3. The Executive Committee shall compose an
annual budget and present it to the Orchestra members for approval. The Committee can then authorize all
money expenditures contained in the budget as funds
are available. All expenditures
exceeding $500 require approval by a simple majority of the Orchestra
membership. No one, including the
Executive Committee is authorized to indebt the Orchestra.
Section 4. The Executive Committee shall by
responsible for generating the funds necessary to perpetuate the Orchestra.
Section 5. The Executive Committee shall select and
approve conductors.
Section 6. The Executive Committee shall report its
actions at an annual meeting in the Spring of each
year. The meeting should be timed
to just precede the last Winter Season meeting of the St. Cloud Senior Citizen
Center.
Article IV
Section 1. The President shall preside at all
business meetings of the Orchestra and of the Executive Committee, shall be the
official representative of the Orchestra in dealings with the St. Cloud Senior
Citizen Center, Inc. (SCSCCI) and the general public with regard to setting up
performances of the Orchestra. The
President shall coordinate the work of the other officers and committees to
best serve the purposes of the Orchestra.
If applicable the president shall chair the performance committee.
Section 2. The Vice President shall assume the
duties of the President in his/her absence, take leadership rolls in the
recruiting effort, maintain membership rolls, maintain the web site, draft
brochures for publicity and programs for certain concerts. If applicable the VP shall chair the
membership committee. If applicable
the VP shall chair the Web Site Committee.
Section 3. The Treasurer shall have custody of all
the funds of the Orchestra; shall keep a full and accurate account of receipts
and expenditures; shall make disbursements in accordance with the approved
budget as authorized by a) the Orchestra or b) The Executive Committee. The Treasurer shall submit an annual
financial statement to the Orchestra and will file the annual corporate
registration report with the Florida Secretary of State. If applicable the treasurer will chair
the finance committee.
Section 4. The Secretary, or his/her designee,
shall record the minutes of all meetings of the Orchestra and of the Executive
Committee and perform other duties as may be delegated. These duties may include letters of
thanks for donations, newspaper announcements, etc. The Secretary shall keep an
attendance sheet for young members of the orchestra needing community service
credits.
Attendance sheets shall be
kept for all members at all rehearsals and performances, as this information is
often required during the process of requesting grants. Any present officer can take the
attendance.
Section 5. All officers shall deliver all official
materials to their successors promptly following the election of their
successors.
A Member-at-Large shall
serve as liaison between the Orchestra membership and the Executive Committee
by being aware of the interests and desires of members and by being able to
relate action of the Executive Committee to members. A Member-at-Large shall also perform
such other duties as delegated by the Executive Committee. One member-at large will be the regular
conductor of the Orchestra. This is
the only automatic appointment.
Section 1. Four officers and two (2) At-Large
members shall be elected at a March Orchestra Meeting by vote of the membership
by a simple majority of the votes cast.
Term of office is one year.
There are no limits to numbers of terms that can be served. Either the
president or vice president, the treasurer, and principle conductor of the
Orchestra must be full time residents of Osceola County so that business may be
conducted all year long.
Section 2. The election procedure shall be as
established by the Executive Committee with the approval of the
membership. Normally voting will be
by show of hands. Voting by proxy
is not permitted. Only those listed as Active
Members in the most recent Membership List are eligible to vote.
Section 3. Executive Committee members shall assume
their official duties in time to attend the April meeting of the SCSCCI
Executive Committee on the 2nd Friday of the month.
Section 4. A vacancy of an
elected office on the Executive Committee shall be filled for the un-expired
term by an Orchestra member elected by a simple majority, unless a current
member of the Executive Committee is willing and able to assume the duties of
the vacant office until the regular election. A minimum of one (1) week advance period
shall be imposed between the proposal of a candidate and the voting to allow
the candidate to brief him or herself on the duties, and announcement of the
impending election to the membership.
Section 1. The Orchestra is a Club within the St.
Cloud Senior Citizen Center (SCSC), with rights to schedule and use certain
rehearsal spaces, rights to one vote on SCSC items of business, and right of
key access to the buildings for orchestra officers. The president of the Orchestra or
his/her designated representative shall represent the Orchestra at the monthly
meetings of the Senior Center Executive Board.
Section 1. The Annual Meeting of the Orchestra
shall be held on the second Monday in March as designated by the Executive
Committee. Its purpose is to elect
the Executive Committee, to receive and review reports from the officers, and
committees, to approve the budget, and to act upon other matters as necessary.
Section 2. Special meetings may
be called by the Executive Committee as necessary.
Section 3. Notice of special orchestra meetings
will be made one (1) week prior to the meeting.
Section 4. When a quorum of more than 50% of the Active Members on the last published
Membership List is present, the meeting can begin.
Section 5. Voting members at Orchestra meeting
shall be those members that are listed on the last published Membership List
under Active Members.
Section 1. All committees are subordinate to the
Executive committee. Standing
committee work is included in these by-laws. Special committees may be formed and
disbanded by the Executive Committee as needs arise.
Section 2. Committees may have any number of
members; members and chairmen shall be appointed by the Executive Committee
except as otherwise provided in these by-laws.
Section 3. The standing committees of the Orchestra
are: a) Music, b)
Membership, c) Finance, and d)
Performances.
Section 1. The Music Committee shall be comprised
of all conductors and librarians, and shall recommend music for acquisition,
music for performances and oversee the music library. The conductor(s) has sole control of
chairs, section leaders, part assignment and concert seating.
Section 2. The Membership Committee shall actively
seek new members as needed for the Orchestra via newspaper articles and ad,
word-of-mouth, announcements at performances and other means. This committee shall also be sensitive
to the wants and needs of the existing membership and provide opportunities for
fellowship among the members in order to perpetuate the Orchestra.
Section 3. The Finance Committee shall prepare the
annual budget for the Executive Committee and oversee the care of funds and
assets.
Section 4. The performance Committee shall actively
seek opportunities for a variety of Orchestra performances throughout the
year. They shall make all
arrangements as necessary and coordinate the performance schedule.
These By-laws may be
amended, repealed or altered in whole or in part by a simple majority vote of
the Orchestra Active Members at any
regular or special meeting.
Any issues not directly
addressed by the By-laws or shall be decided by the Executive Committee.
Member and visitor waive and release, for himself/herself and any minor children under his/her supervision, any claim or cause of action of any kind against the Silver Clouds Orchestra, its Directors and Officers arising out of or related in any way to normal Orchestra activities (except for the gross negligence or willful misconduct of any Director or Officer), including without limitation, injury caused by playing or transporting instruments, transport of accessory equipment, personal travel, falls due to poor lighting or other conditions in rehearsal or concert facilities, or violent actions of others.
Section 1. The general membership of the Orchestra
may elect to dissolve the organization known as the Osceola Community
Orchestra.
Section 2. Dissolution of the Osceola Community
Orchestra shall occur if the organization brings a Resolution of Dissolution
for a vote in the manner prescribed under Article XI: Amendments and Other.
Section 3. Upon the dissolution of the Osceola
Community Orchestra, assets shall be distributed for one or more exempt
purposes within the meaning of section 501 (c) (3) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state or local government, for a
public purpose. Any such assets not disposed of shall be disposed of by the
Court of Common Pleas of Osceola County, Florida, exclusively for such purposes
or to such organization(s), as said Court shall determine, which are organized
and operated exclusively for such purposes.
Section 4. Upon dissolution, the organization known
as the Osceola Community Orchestra shall cease to exist.
In accordance with Article XI, Amendments and Other, a
motion was put forward to change the name of the organization from the Silver
Clouds Orchestra to the Silver Clouds Community Orchestra. All materials and
references to the orchestra shall be changed to be in agreement with this new
name. The motion carried.
In accordance with Article XI, Amendments and Other, a
motion was put forward to change the name of the organization from the Silver
Clouds Community Orchestra to the Osceola Community Orchestra. All materials
and references to the orchestra shall be changed to be in agreement with this
new name. The motion carried.
William P. Lauer,
President
David Bilby, Vice
President