The Constitution and Bylaws of Rocky Mountain Chorale

ROCKY MOUNTAIN CHORALE CONSTITUTION

I Name

The Chorale shall be called the Rocky Mountain Chorale and is incorporated under the
laws of Colorado as a not for profit organization. It was subsequently registered with
the IRS as a 501(c)3 organization.

II Objectives

The objectives of the Chorale are to promote the art of choral singing through the
presentation of concerts within the community, to further the musical training of its
membership through this activity and to provide the membership the opportunity to
enjoy singing with a group of like-minded musicians.

III Membership

Membership is open to individuals who wish to support the objectives of the Chorale
through regular attendance at rehearsals, learning of music, participation in concerts,
payment of dues, and providing support for the organization. Musical auditions may be
required for prospective and current members on an annual basis.

Rocky Mountain Chorale does not discriminate against any employee, volunteer or
program participant based on age, race, sex, color, creed, religion, national origin,
sexual orientation, transgender status, gender identity, gender expression, ancestry,
marital status, gender, veteran status, political service, affiliation or disability.

IV Officers and Board of Directors

The Officers of the Chorale are elected and shall consist of the President, Vice-
president, Secretary and Treasurer. The business of the Chorale shall be administered
by a Board of Directors, which is composed of the officers together with the Past-
president and at least one but not more than five members elected at large. In addition,
the Librarian and Webmaster will be members of the Board by virtue of their appointed
positions (ex officio). All members of the Board, as described in this section, will be
voting members. The term of office for Officers begins July 1 following the election and terminates the following June 30 whereas the term for an At-Large Director spans two years.

V Meetings

The Chorale shall hold at least one business Annual Meeting per fiscal year to conduct
elections and address other business as necessary.

VI Elections

The Officers of the Chorale shall be elected annually. At-Large Directors shall be
elected for two-year terms. In the event of a resignation, replacements will be made
and approved by the Board of Directors.

Elections shall be conducted at the Annual Meeting as described in the Bylaws.

VII Dissolution

Upon dissolution of the Chorale, the Board of Directors shall, after paying or making
provisions for the payment of all liabilities, dispose of all of the assets of the corporation
exclusively for the purposes of the Chorale in such manner, or to such organization or
organizations organized and operated exclusively for charitable, education, religious, or
scientific purposes as shall at the time qualify as an exempt organization under Section
501 (c) 3 of the Internal Revenue Code of 1934, as amended (or the corresponding

provision of future internal revenue law). Any such assets not so disposed of shall be
disposed of by the district court 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.

VIII Amendments

Amendments to the Constitution shall be adopted by a two-thirds majority vote of the
Membership in attendance. Proposed amendments shall be submitted in writing to the
Board of Directors and delivered to the Membership at least two weeks in advance of
consideration at a scheduled meeting of the Membership.

Approved by Membership at Annual Meeting

Date May 23, 2022

ROCKY MOUNTAIN CHORALE BYLAWS

I Officers and Board of Directors

President

  1. Chairs the Board of Directors and oversees the work of the Chorale officers,
    Conductor, and committees of the Chorale.
  2. Chairs Membership meetings.
  3. Represents the Chorale to the public and assists in seeking funding sources,
    including grants, for the Chorale.

Vice President

  1. Stands in for the President during unavoidable absences.
  2. Fills in for the Secretary when not present at Board meetings.
  3. Chairs the Nominating Committee.
  4. Assists the President as necessary.
  5. Coordinates venue arrangements.

Secretary

  1. Responsible for Chorale correspondence.
  2. Takes minutes at Board and Membership meetings.
  3. Transcribes minutes and distributes copies to designated attendees and the
    webmaster for posting.

Treasurer

  1. Maintains accurate and current financial records.
  2. Is responsible for cash receipts and disbursements. Proposes an annual budget
    and the amount of Membership dues for review and approval by the Board.
  3. Collects membership dues, provides financial data for grants, oversees ticket
    sales for concerts, and files state and federal tax forms as required.
  4. Keeps a current list of Chorale members and approves music orders.
  5. Presents a statement of operations and financial position to the Membership at
    the Annual Meeting and to the Board of Directors at Board meetings.
  6. Ensures up-to-date registration with the Colorado Secretary of State.

II Other Members of the Board

Past President

  1.  Serves as advisor to the Board
  2. Is responsible for coordinating summer Chorale activities.

At-Large Directors

  1. At-large Directors are elected to serve staggered two-year terms. Specific duties, if any,
    will be assigned by the President.

Ex Officio Members

  1. Ex officio members will serve on the Board as long as they hold their respective
    volunteer positions.

III Operation of The Board of Directors

The Board of Directors is responsible for

  1. Setting policy.
  2. Hiring the Conductor and, on recommendation of the Conductor, hiring the
    Assistant Conductor, accompanist and other musicians.
  3. Establishing and monitoring the annual budget.
  4. Approving the Chorale’s music.
  5. Monitoring membership attendance.
  6. Coordinating choir rehearsals, retreats, and performances.
  7. Establishing advertising policies
  8. Determines concert dates at least one year prior to each concert.
  9. General administration of Chorale business.

One half of the members of the Board shall constitute a quorum. Action items shall be
passed by a simple majority vote of the Board members present.

IV Rehearsals and Performances

The Chorale shall rehearse weekly during the fall and spring semesters at times and
places specified by the Board in consultation with the Conductor. At least two
performances shall be held each year; additional performances and rehearsals shall be
approved by the Board. It is expected that members shall make every attempt to attend
all rehearsals and performances.

V Musical Staff

Conductor

  1. Responsible for selecting music in a timely manner with approval by the Board.
  2.  Prepares the Chorale and directs concert performances.
  3.  Recommends the assistant conductor, accompanist and other musicians to be
    hired, and obtains any equipment necessary within the budget set by the Board.
  4. Selects section leaders.
  5. Provides biography for the concert program.
  6. Determines equipment and musical needs for concerts.
  7. Auditions prospective members and if needed returning members who have
    been absent for more than two semesters.
  8. Attends Board meetings ex officio as requested.

Assistant Conductor

  1. Assists the Conductor as required.
  2. Conducts sectionals.
  3. Fills in for Conductor when absent.
  4. Is responsible for securing all music for all performances including but not limited
    to purchasing or borrowing music to supplement the Chorale’s library.

Accompanist

  1. Attends all rehearsals or, in consultation with the conductor, finds an appropriate
    substitute when necessary.
  2. Performs as needed in the concerts.

VI Other Positions

The Board of Directors may establish committees or additional volunteer positions (e.g.,
Webmaster, Historian) to assist in the operation of the Chorale as it sees fit. These
positions or committees do not require ratification by the Membership.

VII Fiscal Operations

The fiscal year of the Chorale is July 1 through June 30. The treasurer shall present a
statement of operations, including but not limited to a statement of financial position
(balance sheet) and a statement of activities (income statement) to the membership at
the annual meeting and to the Board of Directors at Board meetings. Officers of the
Chorale shall operate under the assumption of care as well as due diligence and the
prudent investor (“man”) rule shall govern the activities of the officers and Board of
Directors.

VIII Dues

Members of the Rocky Mountain Chorale shall pay dues to the Treasurer at the

beginning of the fall and spring semesters. The amount of the dues shall be determined
by the Board to support a realistic and balanced yearly budget.

IX Elections
The Board of Directors will present a slate of officers and agenda for the annual meeting
no later than one week in advance to the membership. Nominations may be made from
the floor, and election shall be by a majority of those members in attendance and by
absentee ballots, if any, for those absent. Any member may request that the vote be by
secret ballot.

If no candidate for a Board position receives a majority of the votes cast, there shall be
an immediate run-off between the two candidates who received the largest number of
votes.

X Insurance

The Board of Directors shall purchase and maintain a policy of liability insurance as
required.

XI Amendments

Amendments to these Bylaws shall be by a simple majority vote of the Board of
Directors present at a scheduled meeting. Proposed amendments shall be submitted in
writing to the Board of Directors at least two weeks in advance of consideration.

Approved by RMC Board of Directors

Date: July 20, 2023