Glimmerglass Opera Guild Bylaws
Adopted January 7, 1996, by membership and amended by Board September 15, 1997, October 4, 1998, October 16, 2002, July 23, 2003 and March 24, 2010
Article One: Name
The name of this organization shall be the Glimmerglass Opera Guild, hereinafter referred to as the Guild.
Article Two: Purpose
The purpose of the Guild shall be to promote and support the Glimmerglass Opera company, hereinafter referred to as the Company, and to provide volunteer services and raise funds for its benefit.
Article Three: Membership
Membership in the Guild is open to all those interested in supporting the Company and contributing, in volunteer services and/or donations, to the work of the Guild. Guild dues shall be payable annually on such date as the Board shall from time to time establish. Dues shall be recommended by the Board and set annually by the Guild membership at its General Meeting.
Article Four: Board
Responsibility for the affairs of the Guild shall be vested in a Board consisting of no less than fourteen or more than twenty-six regular members, including four Officers and the Chairs of Standing Committees but excluding any ex officio members. Responsibility for the management of the Guild shall be vested in the Board, which shall exercise general oversight and receive reports from the committees in such form and at such times as requested by the Board.
- Board members shall be elected for two-year terms and may serve consecutive terms.
- Terms shall be so staggered that approximately half of the Board is elected each year.
- The Board shall include, as voting members, any Trustee Representatives appointed by the Company, who shall serve as ex officio members.
- An unexpired term may be filled, or a new member added, by a three-fourths vote of those present at any meeting of the Board, notice having been mailed to the Board at least fourteen days in advance of that meeting.
- Board members elected for less than a complete term shall be eligible for election to a full term at the next General Meeting of the Guild membership.
- All Board members, excepting the four Officers, shall be members of one or more committees of the Guild.
Article Five: Officers
Officers of the Guild shall be President, Vice President, Secretary, and Treasurer. They shall be elected by the Board from its membership for terms of one year and may serve consecutive years. A vacancy in any office may be filled by a majority vote of the Board at any of its meetings. The duties and powers of the Officers shall be as follows:
- The President shall preside at all meetings of the Board and the Guild; shall be an ex officio member of all Standing and ad hoc committees (excepting Nominating); and shall represent the Guild to the Governing Board of the Company.
- The Vice President, in the absence of the President, shall assume all the responsibilities of that office and shall carry out such additional tasks as assigned by the President.
- The Secretary shall record the minutes of all Board and Guild meetings and distribute them as directed by the Board, keep two archival sets of such minutes, as well as the annual report of the Board to the Company, and send out notices of Board and Guild meetings. The Secretary shall serve as parliamentarian.
- The Treasurer shall have custody of all funds and financial records of the Guild and keep detailed accounts of receipts and disbursements; prepare monthly statements for the Board; and submit an annual financial report to the Board and to the Treasurer of the Company at the end of each fiscal year.
Article Six: Committees
The Board may appoint an Executive Committee from among Board members and delegate to the Executive Committee such of the Board’s powers and duties herein described as the Board deems necessary and proper. The President shall serve as Chair of the Executive Committee.
The President shall appoint Standing Committee Chairs immediately following his or her election and assumption of the Presidential duties or as soon as practicable thereafter or as vacancies occur. Each Standing Committee shall be chaired by a Board member and have no less than three members, except as otherwise provided herein or by the Board. Each Standing Committee shall make an annual report to the Board. Standing Committees shall be as follows:
- The Communications Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to communications both within the Guild and with the general public, including handling bulk and special mailings for all Standing Committees and the Board; organizing electronic and/or telephonic means for rapid communication with members; publishing the Guild newsletter; supporting or maintaining the Guild’s web presence; preparing public announcements, media releases, and advertisements requested by committees or the Board; and otherwise assisting the Board and other committees in communicating with the general membership and general public.
- The Fund-raising Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to improving and expanding established fund-raising activities and developing new fund-raising ideas and activities.
- The Education Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to developing, in cooperation with the Company, educational projects in the regional schools, colleges and school communities; opera educational and promotional programs for adults, and such other educational programs as the Company may from time to time request.
- The Hospitality Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to planning and hosting parties, receptions and working suppers for the Company, guest artists and seasonal staff; hosting guests of the Company and Guild, and organizing such other programs as the Company may from time to time request.
- The Membership Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to conducting the annual membership renewal drive, organizing efforts to recruit new members, maintaining membership records, and issuing the membership directory.
- The Volunteer Services Committee shall undertake such duties as the Board may from time to time assign. Such duties may include but are not limited to coordinating the volunteer activities of Guild members, maintaining volunteer records, and continuously reviewing volunteer resources.
- The Nominating Committee shall undertake such duties as the Board may from time to time assign. Such duties include but are not limited to building a pool of candidates for the Board and identifying candidates willing to serve as Officers. The Committee shall have no less than five members, including its Chair and four other Board members.
Ad hoc Committees
Ad hoc committees may be created and abolished from time to time as deemed necessary by the President or the Board. The President shall appoint the chair of any ad hoc committee, which shall have no less than three members, except as otherwise decided by the Board. Ad hoc committees shall report to the Board at such time and in such manner as requested by the President or the Board.
Article Seven: Meetings and Elections
The Guild general membership shall meet annually in General Meeting at such time and place to be designated by the Board to receive annual reports and to elect members of the Board. Special meetings of the Guild membership may be called by the President or upon petition by any ten members of the Guild or a majority of the Board. Decisions shall be made by a majority of Guild members present.
The Board newly elected by the Guild membership in General Meeting shall convene a Board governance meeting within thirty days following its election for the purpose of electing new Officers and conducting other necessary business. There shall be at least five other general meetings of the Board a year. Special Board meetings may be called by the President or on the written request of five Board members. The presence of one-half of Board members shall constitute a quorum. Decisions shall be made by a majority of Board members present.
Notice of Meetings
Unless otherwise specified, notice of all meetings of the Board and Guild membership, including a proposed agenda, shall be given at least fourteen days in advance of the meeting.
Election of Board Members and Officers
The Nominating Committee shall present a single slate of candidates for election to the Board at the annual General Meeting of the Guild membership. The Committee shall recommend to the Board a slate of Officers to be elected at the Board’s annual governance meeting. The slate of Board or Officer candidates shall be distributed at least fourteen days in advance of the meeting at which the slate will be presented for election. All elections shall be by a majority vote of those members present.
Nominations from the floor
Unless otherwise specified by the Board for a particular Board membership or Officer position, additional nominations may be made from the floor, with the acknowledged permission of the additional nominees.
Assumption of duties
Newly-elected Board members shall assume their duties immediately upon conclusion of the General Meeting at which they are elected. Newly-elected Officers shall assume their duties immediately upon election by the Board.
Article Eight: Fiscal Affairs
The Guild’s fiscal year shall be the same as that of the Company. All funds raised by the Guild shall be handled by the Guild Treasurer. No funds raised by the Guild shall inure to the benefit of any Guild member.
The Guild’s annual budget shall be prepared in close coordination with the Company, reasonably in advance of the fiscal year to which it applies. It shall be presented to the Board for approval prior to the start of such fiscal year and reviewed with the Company from time to time or upon request.
Article Nine: Miscellaneous
Consultations and clearance
The President or President’s designee shall consult with the General Director of the Company or General Director’s designee to coordinate Guild activities with the Company’s policies and plans.
The Guild shall be a member of Opera Volunteers International or any successor thereto and shall assume the cost of registration fees for one Guild member to attend the conference of such organization.
Robert’s Rules of Order, Revised, shall be the parliamentary authority governing all meetings. As parliamentarian, the Secretary shall be the official arbiter in questions regarding the conduct of a meeting.
These bylaws may be amended, repealed, or replaced by a two-thirds vote of the Board. Board members shall receive written notice of the proposed changes at least fourteen days in advance of the meeting at which the vote is to be taken.