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By-laws
of the Silver Clouds Community Orchestra
Amended
October 30, 2006
Name, Purpose, and Philosophy,
Section 1. The name of the
organization is The Silver Clouds Community Orchestra, Inc.
(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
Section 4. Donations for music and
other expenses from concert goers 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 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 reinstatement at his
or her request.
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 “At-Large”
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
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
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 SCSC, the OCA 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.
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
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 SCSC 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 2. The Orchestra is also
affiliated with the
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 Silver Clouds Community Orchestra.
Section 2. Dissolution of the
Silver Clouds 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 Silver Clouds 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 Silver Clouds Community Orchestra
shall cease to exist.
David Bilby, President
William P. Lauer, Vice President