Adopted September 26, 2016
ORCHESTRA OF FLIGHT BYLAWS
These bylaws supersede all previous bylaws of this corporation. All old bylaws of the Boeing Employees Concert Orchestra or the Orchestra of Flight are null and void as of the date of signing of these bylaws.
ARTICLE I. NAME
The name of this corporation shall be Orchestra of Flight.
ARTICLE II. PURPOSE
Orchestra of Flight is a nonprofit corporation incorporated under the laws of the State of Washington and created for the purposes of providing educational programs, cultural experiences, cooperative activities and mutual support activities for performing artists of the State of Washington.
Section 1. The purposes of the corporation are set forth in its Articles of Incorporation, as Amended, and shall be defined as charitable according to Section 501 of the Internal Revenue Code of 1954 (or to the corresponding provisions of any future United States Internal Revenue Law).
Section 2. No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, Board of Directors (referred to as the Board within this document), officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof. Notwithstanding any other provisions of these articles, the corporation shall not carry on any 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 of 1954 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or to the corresponding provisions of any future United States Internal Revenue Law).
Section 3. Dissolution. The Corporation may be dissolved by a resolution adopted by a majority of the Board. In the event of dissolution of the Corporation, the Board or committee appointed by the Board shall be responsible for its liquidation. In case of dissolution of the Corporation, the Board shall authorize the payment of all indebtedness and any remaining funds, investments and other assets of the Corporation shall be distributed to such organizations which are then qualified as exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or of corresponding provisions or then existing federal revenue laws, but only if the purpose and Objectives of the receiving organization are similar to the purposes and objectives of the Corporation as may be determined by a majority vote of the then members of the Corporation, Any such assets not so disposed of shall be disposed of by the King County Superior Court for the State of Washington, exclusively for the purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 4. Purposes. To do and engage in any and all lawful activities that may be incidental or reasonably necessary to the foregoing purposes and have and exercise all other powers now or hereafter conferred upon nonprofit corporations under the laws of the State of Washington and the United States of America.
ARTICLE III. PLACE OF BUSINESS
Section 1. Location. The principal office of the corporation shall be in such place, as the Board shall from time to time determine.
ARTICLE IV. DURATION
Section 1. The duration of the corporation shall be perpetual.
ARTICLE V. MEMBERSHIP
Section 1. Membership shall be open to all persons, without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, veteran status, marital status, or any other legally protected status. All members shall pay membership dues as set by the Board. Each member shall have one vote on each and every matter submitted to a vote of the membership of the corporation.
Section 2. There shall be two categories of membership: performing and non-performing. Performing members shall be those persons who play with the Orchestra of Flight and have attended at least half of the rehearsals that have occurred during the present performance season. A performance season shall begin on September 1st and continue until June 30th of the following year.
ARTICLE VI. DUES AND FEES
Section 1. The Board in consultation with the membership may establish dues, additional dues, or assessments as from time to time it may deem necessary.
ARTICLE VII. DIRECTORS
Section 1. The business and properties of the corporation shall be managed by a Board of no fewer than five (5) and no more than eleven (11) members.
A. At least half the Board plus 1 shall be performing members of the Orchestra of Flight.
B. Each Director shall serve a term of two years. A term shall start on July 1st.
C. In the event of a vacancy on the Board for any reason, the Board shall appoint a member of the corporation to the vacated position until the next general membership meeting with a quorum at which time the position may be filled in accordance with the provisions of Article IX of these Bylaws.
D. The Directors shall receive no compensation for their services as Directors.
Section 2. Full authority to administer all properties, monies and affairs of the corporation shall be vested in the Board, and the responsibilities may in turn be transferred or delegated by the Board to such members, committees or employees as it sees fit from time to time to appoint or retain.
Section 3. The President of the Board shall preside at all meetings of the Board. In his/her absence from any meeting, the Board shall elect a member to preside over the meeting.
Section 4. The Board shall meet as often as they deem necessary but not less than once every three (3) months. Special meetings of the Board may be called by the President or at the request of a majority of the Directors. Such special meeting shall be called on not less than ten (10) days or more than fifty (50) days written notice to be sent by first class mail or transmitted via electronic mail using the Internet. Such notice shall be deemed complete upon mailing or upon transmission via the Internet.
Section 5. A quorum at any regular or special meeting of the Board shall consist of a simple majority of the members of the Board. The President shall have a vote at all meetings.
ARTICLE VIII. OFFICERS
Section 1. Officers of the Corporation shall be President, Vice President, Secretary and Treasurer.
Section 2. The officers of the Corporation shall be elected by the Board from the members of the Board.
Section 3. The duties of the officers shall be as follows:
A. President. The President shall be the principal executive officer of the corporation and answer directly to the Board. She/he shall have general control of the day to day operations of the corporation subject to the policies and directives of the Board. The President shall preside at the annual meeting of the corporation.B. Vice President. The Vice President will serve as the assistant to the President, be answerable to the President and in the event of the absence, resignation or incapacity of the President, serve in his/her place.
C. Secretary. The Secretary will keep the minutes of all meetings she/he is required to attend. The Secretary will issue all notices of meetings both regular and special. The Secretary will be answerable to the President.
D. Treasurer. The Treasurer will maintain or provide for the maintenance of all ledgers, accounts, and other financial records of the corporation. The Treasurer will be answerable to the President.
Section 4. In addition to the duties outlined in Section 3 of this Article, the officers will make such reports and perform such other duties as are incident to their respective offices and are considered customarily a part thereof, and perform such duties and functions as may be from time to time properly requested of them by the Board.
ARTICLE IX. ELECTIONS
Section 1. The election of the Board of Directors shall take place at the annual meeting of the corporation. They shall be elected by the general membership of the corporation.
Section 2. No election may be held or binding business be conducted at any meeting of the corporation unless a quorum is present. At a general membership meeting a quorum shall be 20% of the current membership plus one. At meetings of the Board, a quorum shall be a simple majority of the members of the Board.
ARTICLE X. MEETINGS
Section 1. The regular annual meeting shall be held once every 12 months. The time and place shall be as deemed most convenient by the Board.
Section 2. The Board shall call special meetings of the membership at the request of 20% of the general membership or at the request of a majority of the Board. The Board shall fix the time and place of such a special meeting.
Section 3. For all meetings of the membership, the Secretary shall mail by first class mail or transmit by electronic mail via the Internet to all members a notice of such a meeting. This notice shall be sent not less than ten (10) days or more than fifty (50) days prior to the date set forth the meeting.
ARTICLE XI. AMENDMENTS
Section 1. The Board may amend these Bylaws at any regular or special meeting of the Board at which a quorum of the Board is present. Any amendment shall require a simple majority of those Board members present and voting for passage. Such amendments shall become effective at the close of the meeting at which they are adopted.
Section 2. The Bylaws may be amended by general membership at any regular or special meeting of the membership at which a quorum of the membership is present. Any amendment shall require a simple majority of those members present and voting for passage. Such amendments shall become effective at the close of the meeting at which they are adopted.
ARTICLE XII. RULES OF ORDER
Section 1. Robert’s Rules of Order shall govern all meetings of the corporation except where they might conflict with these Bylaws. In such cases, these Bylaws shall prevail. If it is deemed in the best interest of the business at hand, the use of Robert’s Rule of Order may be suspended by a majority vote of those members present and voting.
ARTICLE XIII. CONTRACTS, DEPOSITS AND FUNDS
Section 1. Contracts for this corporation shall be made on behalf of the corporation and upon such terms as the Board or the authorized representatives of the corporation shall in each case determine.
Section 2. The Board may employ an Executive Director and define the duties of the position and fix any compensation for the services performed.
Section 3. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank trust company or other depository as the Board may select.
ARTICLE XIV. FISCAL YEAR
Section 1. The fiscal year of the corporation shall begin on the September 1 and shall continue until August 31.
ARTICLE XV. LIMITATION OF LIABILITY
No officer, Board or committee member, member or employee thereof, agent or employee of the Corporation shall be liable for the act or failure of any other such person or organization.
ARTICLE XVI. INDEMNIFICATION
Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceedings by reason of the fact that he or she is or was a director or officer of the Corporation may be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with such action, suit or proceedings, or in connection with any appeal therein, except as to matters as to which such director or officer is guilty of negligence or misconduct in the performance of his or her duties. Such indemnification shall not be deemed exclusive of any other rights to indemnification to which such director or officer may be entitled apart from these bylaws. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Chapter against such liability asserted against him or her in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
ARTICLE XVII. LAW TO APPLY
In the event of any dispute as to the meaning of any term or phrase contained herein, Washington laws shall be held to apply.
ARTICLE XVIII. AUTHORITY TO BIND THE CORPORATION BY CONTRACT
The authority to bind the Corporation to contract obligations is vested in the Board. This authority may be exercised on behalf of the Board as set forth in these bylaws. In the absence of the exercise of this authority by the Board, directly or through officers authorized to act on behalf of the Board, the Corporation bears no responsibility for contracts or agreements executed by other who purport to bind the Corporation.
ARTICLE XIX. SEVERABILITY
If any paragraph hereof shall be held to be invalid, all other paragraphs hereof shall continue in force and effect.