Article I: Name and Goals

Sound Singers is a (501)(c)(3) non-profit arts organization established in June of 2009 and composed of singers in the Puget Sound area of Washington State.  Our members are interested in the performance of choral music, with a focus on Japanese music, through a program of regular rehearsals and concerts. The goals of the Sound Singers are to:

  1. Build friendship among Japanese, Japanese-Americans and others who are interested in Japan.
  2. Perform at least twice annually and contribute to local communities.
  3. Through Japanese songs rediscover the virtues of Japanese culture; and through other songs deepen our understanding of other cultures.
  4. Experience the joy of singing every day.

Article II: Membership

Section 1 (Choir Membership)

Membership in the choir is open to all singers in the area.  The director may call auditions to ensure vocal continuity. The Board may terminate a membership in the case of unseemly conduct.

Section 2 (Dues)

Members shall pay dues to help defray the operating costs of the Chorus.  Membership dues are set by the board.  Only members who have paid all dues may perform in the concert.  In cases of financial need, fee waivers can be arranged through a letter of application to the board.

Section 3 (Attendance)

Regular attendance at rehearsals is expected.  Singers should be registered by the second rehearsal.

Article III: Meetings

Section 1 (Annual Meeting)

The Annual Meeting of the Sound Singers will be held each January at a time and place set by the Board of Directors.  Business to be conducted at the Annual Meeting shall include:

  1. President’s “State of the Sound Singers” address
  2. Election of Officers
  3. Financial report by the Treasurer
  4. Other Sound Singers business as appropriate

Section 2 (Voting)

Other meetings of the membership shall be held during a regular Chorus rehearsal whenever requested by the President or by any other of the members, for informational purposes, or for action that needs the vote of the members.

Members who are in good standing as defined by the Executive Board shall be eligible to vote. A majority of those present and voting at a meeting shall decide any question to come before the Chorus, except where a larger vote is required by law or these Bylaws. Voting shall be by show of hands or, in the event of a challenge, by ballot.

Section 3 (Quorum)

Quorum shall consist of 50% of the Members in good standing.

Article IV: Board of Directors

Section 1 (Board Membership)

The choir is governed by a board of directors consisting of:

  1. Five elected board members (President, Secretary, Treasurer, Membership, Communication)
  2. The Sound Singers Choir Director shall be appointed or reappointed annually by the Board before each Annual Meeting, shall be a member of the Board ex officio, with voice but without vote.
  3. The Sound Singers Section Leaders (Soprano, Alto, Tenor, Bass) as appointed by the Choir Director.

Section 2 (Duties)

Duties of elected and appointed officials shall include but not be limited to the following:

  1. The President shall oversee the general activities of the Chorus and preside at all regular and special meetings of the Members and the Executive Board.
  2. The Secretary shall keep a record of the proceedings of all official meetings of the Chorus, write letters authorized by the Chorus or requested by the President, and preside in the absence of the President.
  3. The Treasurer shall receive, record and dispense funds as authorized by the Board; maintain financial records; file the tax exempt form required by the IRS; and provide financial reports for regular meetings of the Executive Board, for the Annual Meeting, for the annual audit and for any agency providing funds for the Chorus.
  4. The Membership Officer shall have primary responsibility for recruiting new members, retaining existing members, tracking attendance at rehearsals, and providing social opportunities for the chorus members.  Flyers or other information that represents the opinion of the Board of Directors, or choir as a whole, must be approved by the Board of Directors prior to release in any public forum.
  5. The Communication  Officer shall have primary responsibility for the Sound Singers Web site, email lists, press releases, and for publicity for Chorus events.  Information that represents the opinion of the Board of Directors, or choir as a whole, must be approved by the Board of Directors prior to release in any public forum.
  6. The Director of Music shall have full authority and responsibility to select the music and determine the musical program of the Chorus, including the engaging of soloists and instrumentalists within the budget established by the Executive Board.  The director shall conduct all rehearsals and concerts unless other arrangements are made with the approval of the Board of Directors.
  7. Each Section Leader shall serve as liaison between his/her Section Members and the Board. Section Leaders shall assist in the collection of dues, distribution of music, attendance review, the social assimilation of new members into the Chorus and in contacting Members as necessary.

Section 3 (Terms)

Members serve two-year terms, with new terms beginning in February. No board member shall serve more than three consecutive terms on the board. (Except that a board member may complete the unexpired term of a vacated position in addition to three regularly elected terms.)

Note: As the choir was formed in June of 2009, the initial term for the founding board members will be 18 months.  This will bring the election cycle in line with the Calendar year for future elections.

Section 4 (Vacancies)

A board member may resign by submitting a letter or email to one of the elected board members. The vacated position will be filled by the board. The person filling the vacated position may serve additional two-year terms as described in Section 3 above.  In the event that the President resigns, a general election will be held to determine the next President.

Section 5 (Board Responsibilities)

The board sets direction for the choir. The board shall be responsible for all activities, property, and funds of the choir, and it shall have the right, power, and authority to perform all deeds necessary to accomplish the goals of the choir.

Section 6 (Conflict of Interest)

The primary duty of board members should be to conduct business for the benefit of the Sound Singers choir. When the Board is making financial and/or policy decisions, it is the responsibility of the board members to disclose any conflict of interest. If any conflict of interest does exist, the board member(s) with the conflict must refrain on voting on any financial and/or policy decisions.

Article V: Financial Policies

Sound Singers financial information is considered public and any member of the choir may meet with the Treasurer to review financial information.  The following additional rules apply:

  1. All deeds, contracts and other instruments of writing shall be authorized by the Executive Board and shall be executed on behalf of the Chorus by the President. In the absence of the President, the Vice President or Treasurer shall be authorized to execute such documents.
  2. All bank accounts in the name of the Chorus shall bear the signatures of the President and of the Treasurer. Checks may be signed and withdrawals made by either officer.
  3. The authorizations of the President, Treasurer and Secretary are required relative to non-budgeted expenditures for the Chorus.
  4. Sound Singers will not be responsible for any unauthorized expenditures made in the name of the choir.
  5. An Audit of the books will be performed annually as soon as possible after the Annual Meeting.

Article VI: Amendments

Amendments to the bylaws may be proposed in writing to the board of directors at any meeting. Amendments must first be approved by a majority vote of the board of directors prior to being presented to the choir membership for a vote. Amendments will become effective following a majority vote of the choir membership.

Article VII: Additional Policies

The following additional policies will be followed:

  1. We respect copyright law and always purchase music according to copyright law.  Copies may only be made for pieces in the public domain where copyright law does not apply.
  2. We strive to be Eco-friendly.  We try to consume less paper, CD, encourage car pools, etc.

Other procedures may be adopted as the Board sees fit. The procedures will be attached as an addendum to these By-laws. These written procedures may be adopted and/or changed by a majority vote of a quorum of the Board.

Article VIII – Dissolution

In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Washington.

Article IX – Additional clauses per IRS

Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRS 501(c) (3) or corresponding provisions of any subsequent tax laws.

No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, director, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization.

No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRS 501 (h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.

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