Rainbow Chorale Structure

Bylaws of the Rainbow Chorale of Delaware

Article I. PURPOSE

Rainbow Chorale of Delaware, Inc. (the "Chorale"), is a non-profit Delaware corporation operating as a community chorus providing gay men, lesbians, bisexuals, trans-gendered persons, and their friends and supporters with opportunities for the performance of choral music in a supportive and affirming environment. The Chorale seeks to represent the positive face of Delaware's gay, lesbian, bisexual and trans-gendered community through high quality musical performance, and to support other institutions and individuals who serve that community.

Article II. MEMBERSHIP

A. Requirements of Membership
Membership in the Chorale is open to anyone, without regard to race, gender, sexual orientation, gender identity, religion, ethnicity, national origin, political affiliation or physical disability, who supports the purpose of the Chorale and satisfies the financial obligations and rules of membership. A Member is in good standing only if she or he is current with respect to his or her financial obligations and has complied with the rules of membership.

B. Revocation of Membership
Membership in the Chorale may be revoked for failure to meet the requirements of membership upon the approval of three-fourths (¾) of the Board of Directors who are present at a Special Meeting and provided that no less than seven (7) days notice of the Special Meeting and its purpose has been given to all Members.

C. Eligibility to Vote
Any Member in good standing is eligible to vote on any matter properly before the membership for decision.

D. Types of Membership
Although the Chorale is predominantly comprised of singing members, there are a total of three types of members:

• Singing Members - The expectations of singing members will be set out in policies issued from time to time by the Board of Directors, and documented in the RCD Handbook.
• Non-singing Members - The expectations of non-singing members will be set out in policies issued from time to time by the Board of Directors, and documented in the RCD Handbook.
• Honorary members - The Board may appoint any person to an honorary membership for any period of time in the interest of the organization. Such a member is not a Member in good standing unless she or he otherwise meets the requirements of membership.

E. Annual Meeting
The Annual Meeting shall be held between May 1st and June 30th on a date chosen by the Board for the convenience of the Members and at a suitable place to be announced to the Members at least one month in advance of the meeting.

F. Special Meetings
Special meetings may be called by the President or by any two (2) Directors. All members must be given fourteen (14) days notice of any Special Meeting. The notice shall specify the purpose, time and place of the meeting.

G. Quorum
Two-thirds (2/3) of the entire number of the Members in good standing of the Chorale shall constitute a quorum.

Article III. BOARD OF DIRECTORS

The business and affairs of the Chorale shall be managed by the Board of Directors. The powers of the Chorale shall be exercised by, or under the authority of, the Board, except as otherwise provided by law or these Bylaws.

A. Number of Directors and Eligibility to Serve
The Board shall consist of not fewer than seven (7) and not more than fifteen (15) Directors., the majority of the total must be dues paying members in good standing. Any adult Member in good standing may be elected to the Board or appointed to fill a vacancy. Nonetheless, a Director who has served two (2) consecutive terms, whether complete or partial, is not eligible for re-election until after a one (1) year hiatus from Board service. That is, after one (1) year off the Board, a Member is no longer ineligible because of any Board term limit.

B. Election and Appointment of Directors
The Directors shall be elected by a plurality of votes of the Members at the Annual Meeting or otherwise in the interim between Annual Meetings be appointed by the Board to fill vacancies. The term of Directors elected at the Annual Meeting shall begin at the end of that Annual Meeting. The term of Directors appointed in the interim between Annual Meetings shall begin at the end of the Board meeting at which the appointment is made.

The Board may appoint members of the community to the Board as Invited Board Directors in the interest of the Chorale, to advise the organization, serve as liaison with individual and corporate citizens of the community, promote public awareness of the Chorale and raise funds.

C. Term of Office and Limitation
An elected Director shall serve for a term of three (3) years. No Director may serve more than two (2) consecutive terms, no matter whether the term was partial or complete nor whether the Director was elected or appointed.

Invited Directors shall serve for one term of one year three years and may be elected by the Membership for one additional term of three years.

The initial terms shall be staggered by the Board at its first meeting following the meeting at which these Bylaws are adopted, such that one-third of the Directors' terms shall expire each year for the next three (3) years.

D. Executive Officers
There shall be a President, Vice-President, Secretary, and Treasurer who shall constitute the Executive Committee. As soon as possible following each Annual Meeting, the Board shall hold an organizational meeting. The manner of selection and responsibilities of the offices held are set forth below.

1. Treasurer
The Treasurer is selected by the Board at its first organizational meeting following the Annual Meeting. The Treasurer chairs the Finance Committee and the Budget subcommittee, maintains custody of the Chorale funds, provides written reports on the Chorale finances to the Board at all regular meetings, prepares the annual budget for review and approval by the Board, arranges for the preparation of any tax or other financial returns, reports or audits which may be required by any governmental, funding agency or the Board and is a member of the Development Committee.

2. Secretary
The Secretary is selected by the Board at its first organizational meeting following the Annual Meeting. The Secretary maintains custody of the corporate and documentary records of the Chorale, prepares agendas at the direction of the President, prepares minutes of meetings of the Board and the Annual Meeting, arranges for the preparation, recording, and filing of such documents as may be required under law, and is responsible for and manages the official correspondence of the Chorale.

3.Vice President
The Vice President is selected by the Board at its first organizational meeting following the Annual Meeting. The Vice President assists the President with the responsibilities of that office, presides over meetings which the President cannot attend and works closely with the Chairs of the Standing Committees to promote their vitality and effectiveness.

4. President
The President shall be determined by majority vote of the Members at the Annual Meeting and shall serve for one year. Only a Board Director is eligible to be elected to the office of President. The President may be a singing or a non-singing Member, but the President must attend rehearsals under the same requirements as singing Members in either case. The President sets the agendas for and presides at all meetings of the Board and the Members, chairs the Executive Committee, is the official public spokesperson for the Chorale, manages the employees of the Chorale on behalf of the Board, coordinates the activities of the Standing Committees and works with the Vice President to promote their vitality and effectiveness.

E. Removal & Resignation
A Director may be removed by affirmative vote of two-thirds (2/3) of the entire number of the Board of Directors provided that seven (7) days notice is given to all the Members of the intent to consider removal. A Director's resignation shall be effective upon giving written notice to the President of the Board.

F. Vacancies
In the event of a vacancy, the Board may appoint an interim successor who shall serve until the next Annual Meeting at which time the Members shall elect a successor to complete the term of the Director whose seat became vacant.

In the event of a vacancy in any of the executive offices, the Board shall appoint a successor who shall serve until the next Annual Meeting, except that if the vacancy is in the office of President, the Vice President shall become the President and the Board shall appoint a successor Vice President until the next Annual Meeting at which time the Members shall elect both a President and a Vice President.

G. Regular Meetings
The Board shall meet no less often than quarter-annually at a place and time which shall be announced to all the Members at least seven (7) days in advance. Regular Board meetings are open to all Members in good standing.

H. Special Meetings
Special Meetings of the Board may be called by the President or by any two (2) Directors. All Directors must be given fourteen (14) days notice of any Special Meeting. The notice shall specify the purpose, time and place of the meeting.

I. Quorum
Two-thirds (2/3) of the entire number of the Board of Directors shall constitute a quorum.

J. Meeting Procedure
Meetings of the Board shall be in accord with Roberts Rules of Order or similar parliamentary process to be determined by the President at the first organizational meeting following the Annual Meeting.

K. Action Without a Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee may be taken without a meeting if all members of the Board or Committee, as the case may be, consent in writing or by email and the writings and emails are filed in the same manner as minutes of proceedings of the Board, or Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Article IV. STANDING COMMITTEES

There shall be the following standing committees: Finance, Membership, Performance, Publicity, Nominating, Marketing, & and Board Development. Any Member in good standing is eligible to be a member of a standing committee. The Performance Committee is chaired by the Artistic Director. Each other standing committee must be chaired by a Director. Chairs of committees will be assigned annually by the Board at the first organizational meeting following the Annual Meeting.

A. Performance
The Performance Committee is chaired by the Artistic Director. The Performance Committee is comprised of the Artistic Director and the chairs of two subcommittees: the Artistic Subcommittee and the Production Subcommittee. Each of these chairs shall be nominated by the Artistic Director for approval by the Board at the first regular meeting following the Annual Meeting each year.

1. Artistic Subcommittee
The Artistic Subcommittee:

• Is comprised of the Artistic Director, the collaborative pianist, and three to five other members in good standing nominated by persons nominated by the Nominating Committee for approval by the Board. The Artistic Director should be able to select one or two subcommittee members (possibly from the outside.)
• Is purposely comprised of women and men to remain sensitive to gender-specific and diversity concerns;
• Supports the Artistic Director in the selection of repertoire.
• The proposal of a performance schedule is submitted to the Board for approval.
• Collaborates with and advises the Artistic Director in setting and implementing the artistic vision of the Chorale.

2. Production Subcommittee
The Production Subcommittee:

• Secures rehearsal and performance space as needed;
• Coordinates the set-up and break-down of equipment, staging and props for rehearsals and concerts;
• Plans for and secures any additional equipment, staging, props and the like and secures facilitation of choreography and movement as needed for concerts.
• Manages ticket sales and inventory inclusive of sales at the door night or performance.

B. Board Development
The Board Development Committee:

• Conducts or provides opportunities for training and development to the Directors of the Board;
• Conducts periodic reviews of corporate governing and organizational documents and recommends amendments as it deems advisable;
• Organizes the Annual Meeting and facilitates the Board's organizational meeting;
• Serves as a resource to the Board and to the President for points of order during meetings; and
• Provides guidance and counsel to the Board and to the Chorale on organizational dynamics and development.

C. Finance
The Finance Committee is chaired by the Treasurer and is comprised of the Budget Subcommittee and the Development Subcommittee. It is the function of the Finance Committee generally to manage and report to the Chorale on the raising, securing, expending, and monitoring of the funds necessary to responsibly operate the Chorale.

1. Budget Subcommittee
The Budget Subcommittee:

• Is chaired by the Treasurer; and
• Works with and assists the Treasurer in the duties of that office.

2. Development Subcommittee
The Development Subcommittee:

• Identifies opportunities for fundraising, grant proposals and donor development;
• Plans, prepares and presents to the Board an annual fundraising campaign; and
• Oversees all fundraising groups (e.g., the Bingo Committee) on behalf of the Chorale.

D. Membership
The Membership Committee:

• Coordinates the recruiting and retention of Chorale members;
• Periodically updates the Chorale Member Handbook;
• Develops and plans social events for Chorale members (e.g., an annual retreat);
• Coordinates Member concert tickets distribution and sales; and
• Nominates one male and one female Membership Liaison for approval by the Board. The Membership Liaisons must be Directors and Singing Members.
• Alla Breve

E. Publicity
The Publicity Committee:

• Coordinates delivery of Chorale public relations, marketing and press releases.
• Coordinates delivery of Rainbow Chorale of Delaware flyers, postcards, newsletter, etc to the general public.
• Maintains press release contact information
• Maintains and updates audience mailing lists
• Acquires and sells Chorale merchandise.
• Secures advertisers for the concert program. Supervises layout of concert program in conjunction with layout design person and according to Marketing Brand Standards.

F. Marketing
The Marketing Committee:

• Is responsible for Managing the Brand Identity of The Rainbow Chorale of Delaware. Works with creative staff to create all Marketing Materials and Collateral to maintain consistent Brand identity and develops consistent standard verbiage to incorporate into Marketing Messages, Advertising, Press Releases, postcards, merchandise & templates for external correspondence for use by all Board members. All Marketing Materials should receive final approval by the Executive Committee.
• Develops a calendar of events in tandem with a calendar of release dates in conjunction with Publicity Chair, thus creating advertising campaigns that allow for ample time for advertising development prior to events.
• In conjunction with publicity works on concert program development to assure consistent delivery of information. Working in conjunction with publicity, provides approval of concert programs prior to printing.
• Creates Special Event Tickets outside of standard concert tickets. Tickets (merchandising) are marketed via Publicity and in conjunction with Production.
• Maintains Marketing strategy (communications, letter templates, pricing) to assist publicity with securing of sponsors/ advertisers.
• In conjunction with Webmaster, provides input to the management of the Chorale Website with approved Brand Standard information.
  a. WebMaster – In conjunction with Marketing Chair, maintains the Rainbow Chorale of Delaware Website, manages approved content and database information as needed.

G. Nominating
The Nominating Committee:

• Is comprised of Members, a majority of whom are non-Directors;
• Identifies and recruits diverse candidates for board and committee vacancies or elections;
• Serves as main contact for information on eligibility for and the requirements of Board and committee membership.
• Ad HOC Committees: The board may elect to appoint an AD Hoc Committee. Ad Hoc Committees should be governed and comprised by the same rules as standing committees. The board may also determine additional requirements to serve on a committee, as set forth by the board.

Article V. THE ARTISTIC DIRECTOR

The Chorale will have an Artistic Director who is responsible to manage all aspects of performance and all artistic matters of the Chorale. The Board will determine compensation and a list of specific duties annually.

The role of the Artistic Director is vital to the Chorale and its purpose. The Artistic Director sets the musical standards of the Chorale and provides the Members with the education and vocal training to excel as choristers. The Artistic Director is responsible to the Board of Directors. The Artistic Director chairs and works with the Artistic Sub-Committee and the Production Sub-committee in all matters relating to performance, including choice of repertoire, setting of performance programs, choice of accompanists, rehearsals and the like. The Artistic Director also advises the Board on rules for singing Members.

The Artistic Director attends all Board meetings and provides guidance on matters related to performance and production.

Article VI. NOTICE

Where notice is required under these Bylaws to Members or Directors or any group of them or by any of them to the Chorale it shall be given by personal delivery by hand, regular U.S. mail or by email to those Members who have consented to email notice in writing. Any such consent shall be deemed revoked if the Secretary of the Chorale becomes aware that a notice sent to the address provided is returned as or otherwise determined to be undeliverable; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Mailed or emailed notice shall be sent to the most recent address, email or postal, provided in writing by the Member to the Chorale.

Article VII. BYLAWS AMENDMENTS

These Bylaws may be amended only as follows. A proposed amendment shall be submitted to the Board of Directors sufficiently in advance of the Annual Meeting or Special Meeting to permit the Board time to provide the text of the proposed amendment to the Members for their review at least fourteen (14) days in advance of the meeting. The Board will present the proposed amendment for consideration by the Chorale, recommending its approval or disapproval and the basis of its recommendation. Amendments shall be adopted by majority vote of the entire number of Members.

Article VIII. INDEMNITY

The Board of Directors, by vote of two-thirds (2/3) of the Directors present at a properly called regular or Special Meeting, may indemnify, to the fullest extent allowable under law, any person who was or is a party or is threatened to be a made a party to any threatened, pending or completed legal or equitable action whether civil, criminal or administrative in nature and in any jurisdiction where that person is a party or is threatened to be made a party by reason of his or her past or present position with the corporation as director, officer, agent or employee except that the Board is not empowered to indemnify any person if she or he: (I) shall not have acted in good faith; (ii) shall have derived an improper benefit in conflict with the interests of the Chorale; or (iii) has been assessed liable, individually, and as a result of his or her position, for any excise tax imposed under the Internal Revenue Code.

Article IX. CONFLICTS OF INTEREST

A contract or transaction between the Chorale and one or more of its Directors of officers or between the Chorale and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for such reason, or solely because the Director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction is authorized, or solely because his, her, or their votes are counted for that purpose, if:
* the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested directors are less than a quorum; or
* the contract or transaction is fair as to the Corporation as of the time that it is authorized, approved, or ratified by the Board. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction.

Article X. NON-PROFIT STATUS

The Chorale is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No part of the net earnings of the Chorale shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof. No substantial part of the activities of the organization will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Chorale will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Chorale will not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of The Rainbow Chorale of Delaware, Inc., assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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 so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Chorale is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.