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The Hot Springs/ Hot Springs Village Symphony GuildBy-laws
Article I
Name and Purpose
Section 1. Name: The name of this organization shall be Hot Springs/Hot Springs Village Symphony Guild, Inc. hereafter referred to as the Guild.
Section 2. The purposes of the Guild are to present and foster an appreciation of fine music in our community, to support and promote the Arkansas Symphony Orchestra, and to support and encourage music education for young people in the Hot Springs area.
- a. The purpose for which the Hot Springs/Village Symphony Guild, Inc. is organized is exclusively charitable, educational and cultural, within the meaning of Section 501 C ( 3 ) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
- b. Not withstanding any other provision of these articles, this organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 C ( 3 ) of the Internal Revenue Law.
- c. In the event of the dissolution of the Guild, the residual assets of the organization will be turned over to the Arkansas Symphony Orchestra, Inc. of Little Rock, which is exempt in Section 501 C ( 3 ) of the Internal Revenue Code of 1954. If they are not in business at that time, the funds will be turned over to the Village Community Foundation, which is exempt in Section 501 C ( 3 ) of the Federal Revenue Code, to be used for musical presentations or to any other similarly exempt musical organization, or to a Federal, State, or Local Government for exclusive public purpose.
Article II
Membership and Dues
Section 1. Membership in the Guild shall be open to all who are interested in promoting the purposes of the Guild.
Section 2. Dues shall be payable on or before the first day of June. The fiscal year shall be from June 1st to May 31st. Dues shall be determined by vote of the Board and approved by the membership.
Section 3. Privileges: All members shall have the privilege of voting and holding office.
Article III
Meetings of the Guild
Section 1. Annual Meeting: The annual meeting of the Guild shall be held in May of each year to conduct business of the Guild and to file annual reports of current officers and chair persons.
Section 2. Other Meetings: Special meetings may be held at the discretion of the Executive Committee. In lieu of a special meeting, items of business may be presented to the membership by mail, facsimile or electronic transmission ( i.e. E-Mail ) ballot.
Section 3. Place of Meeting: Meetings shall be held in the Village or in Hot Springs unless the membership is otherwise notified.
Section 4. Notice of the Meeting: Notice shall be given to the general membership not less than seven ( 7 ) days prior to the date of the meeting, and in the case of a special meeting, shall state the purpose for which the meeting is called.
Section 5. Quorum and Votes: Those members present shall constitute a quorum for the transaction of business at any annual or special meeting. A majority vote will decide any question that may properly come before the meeting. The same provisions apply to a mail, facsimile or electronic transmission ( i.e. E-Mail ) ballot.
Article IV
Board of Directors
Section 1. The Board of Directors shall be elected by the membership of the Guild and shall have general charge and control of the operation, affairs, and property of the Guild. The Board shall develop policy, determine programs and activity, define additional officer positions beyond the Executive Committee, and appoint members to fill those positions.
Section 2. Elections: Members of the board and the executive committee officers shall be elected annually by the members voting for the Board approved nominees on an electronic or mail ballot sent out prior to the annual meeting and returned either electronically, by mail (postmarked) or by hand on or before the date specified on the ballot. The Chair of the Nominating Committee shall determine the outcome of any ballot immediately following the deadline for the return of the ballot and report the results at the next Board meeting and to the membership at the annual meeting.
Section 3. Vacancies: If the office of President becomes vacant during a term the person serving as the Administrative Vice President automatically and immediately is the interim President until the Board fills the office of the President for the balance of the term. When a vacancy occurs in any other office during a term it shall be filled by Board approval after receiving the name of a suggested nominee from the Executive Committee. A vacancy may occur by reason of death, resignation, inability or ineligibility to serve, or by removal from office by Board action. A member of the Board may be removed from office by Board action but only after the officer is first given a reasonable opportunity to be heard and then at least two-thirds of the remaining members of the Board must vote in favor of such removal.
Section 4. Meetings: Meetings of the Board shall be held monthly or as deemed necessary by the President. A Board member is expected to attend meetings regularly. Attendance at less than two-thirds of the Board's meetings during any year is not regarded as regular attendance.
Section 5. Quorums and Votes: One-third of the Board is a quorum and a majority vote of those present during a quorum is required to take action. Three-fifths of the Executive Committee is a quorum and the favorable vote of at least three committee members is required to take Executive Committee action.
Article V
Officers
Section 1. Personnel: The officers of the Guild include those of President, Immediate Past President, Secretary, Treasurer and Administrative Vice President. Persons holding these offices comprise the Executive Committee, which has responsibility for executing decisions of the Board of Directors.
The Guild's Board of Directors shall establish other officer positions, with designated responsibilities, and shall appoint persons to serve in any such positions.
Section 2. Terms of Office: The terms of all offices commence on the 1st of June each year and expire May 31st of the next year, with these exceptions; ( a ) An officer may continue to hold office until his or her successor is elected, ( b ) The term of office of the Immediate Past President continues for as long as the person in that office remains eligible for it.
Customarily, a person holding any office shall serve no more than two consecutive terms in that particular office to which he or she has been elected. If, however, the Executive Committee determines that special circumstances exist, it may recommend to the Nominating Committee that a person be nominated to serve additional terms. A partial term served to fill a vacancy in an office shall be disregarded for the purpose of any limitation on consecutive terms. A person who has served two consecutive terms in an office is eligible for nomination and election to that office after a one-year absence from that office.
Section 3. Duties: The President shall be the general executive officer of the Guild; shall preside at meetings of the membership, the Board and the Executive Committee; may appoint committees except as otherwise provided in these By-laws; shall be a member ex officio of all committees except the Nominating Committee; shall be the official and ceremonial representative of the Guild ( in person or through a designee ) at any function at which the Board deems the Guild should be represented; and shall present an annual President's report to the membership at its May annual meeting.
The Administrative Vice President shall coordinate the activities of persons and committees working on administrative projects, and shall assist the President in the performance of the President's duties during the absence or disability of the President.
The Immediate Past President shall serve as advisor to the President and shall perform such other services to the Guild as the President or the Board may request and which he or she is willing to undertake.
The Treasurer shall be the custodian of the funds of the Guild; shall supervise the collection of dues and other sums due the Guild; shall present financial statements at meetings; and shall keep full, accurate and current records of all Guild financial transactions. The Treasurer shall prepare a proposed annual budget for Board consideration and presentation to the membership; shall prepare any reports necessary to establish the Guild's tax-exempt status and identification number and shall be responsible for the preparation and filing of the Guild's tax returns. The Treasurer is authorized to pay any obligation of the Guild if the expenditure is either part of the approved budget or is part of a special project or program approved by the Board.
The Secretary shall keep minutes of membership, Board and Executive Committee meetings; shall distribute copies of minutes of meetings to the Board within ten days after such meetings; and shall give required notices of any such meetings. The Secretary shall also conduct or arrange for the conducting of the correspondence of the Guild and its officers.
Each of the other officers designated by the board shall have leadership and oversight responsibilities for their area of Guild activity. The Board may from time to time define or redefine the scope of responsibility of each of these offices, as the Board deems necessary to fulfill the Guild's purposes. Each officer shall be responsible to the Board concerning the creation, charge and membership selection process for any committee deemed necessary by the Board within his or her area of responsibility. Each officer, when requested by the Board, shall submit recommendations and reports to the Board. Such recommendations may include a proposed definition of the scope of his or her office and of any related committee.
Officers and other representatives of the Guild may be reimbursed for approved expenditures made on behalf of the Guild.
Article VI
Committees
Section 1. Executive Committee: The Executive Committee shall consist of those persons holding the offices designated in the first paragraph of Article IV, Section 1 of these By-laws. It shall exercise oversight over the activities and programs of the Guild, its officers and committees. It may act on behalf of the Board between meetings of the Board but the Committee's actions may be rescinded, amended or ratified at the next regular meeting of the Board.
Section 2. Nominating Committee: At least 90 days prior to January First of each fiscal year, a Nominating Committee, consisting of no less than five Guild members, shall be selected by the Board of Directors to select for that fiscal year's election, candidates to fill the Guild's Board of Director Officers as described in Article IV, Section 1.
Section 3. Other Committees: The Board is authorized to establish, combine, revise, discontinue and otherwise determine the charge and the make-up of committees of the Guild other than the Executive Committee. In determining the Guild's committee structure it shall designate each committee as a "Standing Committee" or a "Special Committee". Standing committees should involve activities of a continuing or repetitive nature, expected to be necessary over a period of years. Special Committees should involve activities expected to be non-recurring, achievable in a limited and somewhat predictable period of time.
The Board shall determine what the charge of each committee is to be, at the time the committee is established. It may review and revise the charge of a committee whenever it is deemed advisable. When the charge of a committee falls within the scope of a particular Vice Presidential office the person holding that office shall be heard by the Board on questions involving the charge of that committee and the selection of its membership. Committee members appointed by an officer of the Board are subject to Board approval
No general mailing, facsimile or electronic transmission ( i.e. E-Mail ) may be sent to the membership of the Guild by any committee, other than the Executive Committee, without the prior approval of the President.
Article VII
Amendments and Rules of Order
Section 1. Amendments: The Bylaws may be amended by a two-thirds vote of the Board and approved by a majority of the members meeting the quorum requirements at the annual meeting, a special meeting, or a mail, facsimile or electronic transmission ( i.e. E-Mail ) ballot. Any change in the Bylaws shall be effective when the Board receives the results of the vote during such meeting or mail, facsimile or electronic transmission ( i.e. E-Mail ) ballot and determines the amendment( s ) has( have ) been approved.
Section 2. Rules of Order: Robert's Rules of Order, current edition, shall be the parliamentary authority for all matters of procedure, not specifically covered by the Bylaws or special rules of procedure adopted by the Board.
Article VIII
Policies and Procedures
Section1. Attendance: The business of the Guild shall normally take place at the monthly meeting of the Board. The input and support of all Board members is needed at such meetings. Board members are encouraged to send a non-voting representative or a written report when they cannot be present personally.
Adopted –— May 12, 1986
Amended — April 1987; November 1987; July 1989; September 1989; May 1990; May 1991; May 1992;
May 1994; May 1996; May 1998; February 2000; April 2007; May 2010; May 2014; April 2016, April 2022, April 2023