Bylaws
of
Playing Out Productions
BYLAWS OF
PLAYING OUT! PRODUCTIONS
(March 2000)
ARTICLE I: NAME
Section 1. Name:
The name of this non-profit corporation shall be "Playing Out Productions."
Section 2. Registered Office:
AMENDEDMENT March 18, 2007.
The address of the registered office of this non-profit corporation is “150 South Wacker Drive, Suite 1600, Chicago, Illinois 60606.”
Section 3. Seal:
This non-profit corporation shall have no corporate seal.
Section 4. Fiscal Year:
AMENDEDMENT November 4, 2001.
The fiscal year of this non-profit corporation shall end on December 31 of every year.
Section 5. Deposits:
All funds of this non-profit corporation not otherwise employed shall be deposited from time to time to the credit of the non-profit corporation in such banks, trust companies or other depositories as the board may select.
ARTICLE II: PURPOSES
This non-profit corporation is organized for educational purposes as an educational organization as defined by current Section 501(c)(3) of the Internal Revenue Code of 1954, which is not organized for profit, and shall not be operated for profit. This organization shall also engage in such charitable and other exempt purposes, as the board shall determine.
Through performances, workshops, and non-musical events, this corporation will not only provide a forum in which adult musicians may improve their musical skills, but it also shall educate the Illinois public at large about the positive aspects of the lesbian, gay, bisexual, and transgender communities.
The band is firmly dedicated to the principle that all people are entitled to a full and equal measure of dignity, justice, freedom and opportunity, regardless of their sexual orientation, race, religion, creed, national origin, ethnic backgrounds, age, political persuasion, color, sex, marital status, status with regard to public assistance, familial status or disability.
Playing Out Productions is a voluntary community organization, created primarily to provide the opportunity for lesbians, gay men, and bisexuals to play music together and otherwise assist in organizing and administering musical ensembles. The organization strives for musical excellence in performance. This is served through:
(a) Providing the membership with the most competent musical leadership that can be secured;
(b) Advancing the musical arts in general and band music in particular;
(c) Providing an opportunity for public performance for musicians;
(d) Furthering public appreciation and understanding of band and other musical arts;
(e) Encouraging composition of band and other musical works;
(f) Creating and maintaining a non-professional band for men and women in Chicago and its surrounding suburbs;
(g) Organizing, sponsoring or presenting public performance of musical works; and
(h) Incidentally providing social and fellowship experiences to build a community spirit as a group of lesbians and gay men.
This non-profit corporation shall not engage in any activity not an exempt activity as defined by §501(c)(3) of the Internal Revenue Code, and the regulations promulgated there under, except in an insubstantial degree.
This non-profit corporation shall not attempt to influence legislation by propaganda or otherwise, nor shall it contact or urge the public to contact members of a legislative body for the purpose of proposing, supporting or opposing legislation, nor shall it advocate the adoption or rejection of legislation, whether such action is by the Congress, any state legislature, any local council or similar governing body, or by the public in a referendum, initiative, constitutional amendment, or similar procedure; provided however, that this non-profit corporation may advocate the adoption or rejection of legislation as an insubstantial part of its activities.
This non-profit corporation shall not participate or intervene directly or indirectly in any political campaign on behalf of or in opposition to any candidate for public office, whether such individual offers himself or herself, or is proposed by others as a contestant for an elective national, state or local public office; or whether such activity is the distribution of written or printed statements or the making of oral statements on behalf of or in opposition to such candidate, whether such intervention is substantial or not.
This non-profit corporation shall not be organized or operated in such a manner that it primarily benefits the members of this corporation, their families or persons controlled by the members and/or their families financially.
ARTICLE III: MEMBERS
Section 1. Classes.
This non-profit corporation shall have three classes of members:
(a) Voting members: A person is eligible to be a voting member if they are capable of and do play a musical instrument, march in the flag ranks, twirl batons or otherwise perform with the band, if she/he:
(1) Is in compliance with the attendance and other requirements of these bylaws and such other policies that may be set forth by the board;
(2) Has paid all duly assessed dues and participation fees, in accordance with the schedule adopted pursuant to Section 5 of this article or in accordance with the waiver policy; and
(3) Has signed the application form prescribed by the board that provides that the member waives notice of meeting and agrees to abide by the policies adopted by the board.
(b) Non-Voting Members: Any person who has an interest in the programs and goals of this non-profit corporation is eligible to become a non-voting member, in accordance with the dues schedules and other procedures as may be adopted by the board from time to time. The board shall have the power to designate and change classes of non-voting members from time to time, and to raise, lower and change the requirements for each class. These shall include: non-performing members of the band (e.g. ticket sellers, parade marshals, etc.), as well as small group performing members who have been waived main band performance requirements.
(c) Honorary members: Any person or entity is eligible for honorary membership, upon the approval of a two-thirds vote of the board. Honorary members shall pay no dues and have no vote.
Section 2. Rehearsal Playing.
Notwithstanding anything else contained in these bylaws or any procedures adopted by the board, the conductor in consultation with the general manager or section leader(s) shall determine which non-members may play at rehearsals within six weeks of a performance, and which may march in any rehearsal with the band. Anyone possessing an interest in joining the band may play at up to three rehearsals within a two-month period without the payment of dues provided that no nonmember shall be entitled to take music into her/his possession. From her/his fourth rehearsal in a two-month period, she/he shall be required to pay dues, make application for membership, and agree to adhere to the attendance and other requirements for voting membership in this non-profit corporation.
Section 3. Commencement of Membership Rights.
Until such time as the board determines otherwise, membership in this non-profit corporation shall commence as follows:
Any person who has attended four (4) rehearsals, paid the required dues, submitted the application form prescribed by the board, and consulted with the conductor and the section leader of the section in which the prospective member has been playing, shall be accepted into membership.
Section 4. Duration and Renewal of Membership.
Paying dues according to the schedule set by the board may renew membership. Re-admission and/or sanctions for non-payment shall be determined in line with policies adopted by the board.
Section 5. Dues, Dress and Attendance Policies.
(a) Dues and Scholarships.
The board shall from time to time fix and levy such dues, as they shall deem necessary, in their exclusive discretion. The officers may or may not provide that any member may pay a pro rata share of the dues for her/his initial term of membership. Honorary members shall be exempt from dues. Dues may be amended only upon renewal of membership. The board shall review individual situations that may require a full or partial waiver.
(b) Attendance.
The board, after consultation with the conductor, shall from time to time establish attendance, resignation and leave of absence policies, as it shall deem necessary, in its exclusive discretion. Policies may also be established for membership in additional ensembles, such as marching band, stage band, pep band, etc., as the board deems necessary. Failure of a voting member to comply with the policy shall be grounds for cancellation of membership.
(c) Instrument Policy.
It is expected that each member will supply her/his own instrument. The board shall from time to time purchase instruments in the name of the band, which shall be allocated by the general manager, in consultation with the various ensemble conductors, to individuals named by her/him, or named through a procedure established by the general manager and approved by the board, by written contract. No musical instrument shall be rented to a member or non-member except by written contract.
(d) Uniform/Dress Policy.
The board, after consultation with the conductor, may establish a policy on uniforms and dress for concerts, marches and public performances, including a requirement that members contribute or pay for such uniforms or other dress in accordance with waiver policies. No uniform shall be rented to a member or non-member except by written contract.
(e) Discipline and Cancellation Policy.
The board shall establish a policy for dismissal of a member from an ensemble and cancellation of her/his membership, or such lesser sanctions, as they deem proper. Further provided that by petition, 20 percent of the voting members may request that a special membership meeting be called to deal with cancellation of any person's membership.
(f) Appeal of Policy.
The decision of the board regarding dues, attendance policy, cancellation policy, instrument policy, uniform/dress policy and other policies, shall be final unless five or more voting members file a written petition with the secretary or at a board meeting within thirty (30) days of adoption requesting that the matter be discussed and voted upon at a meeting of the members. Any such petition shall suspend the new policy in favor of the policy in effect immediately before the request effective the day after the petition is filed, until the next regular or special meeting of the voting members. Any five voting members may request that a discussion and vote of the members regarding a particular board action be added to the agenda of any regular or special membership meeting by giving the secretary notice ten (10) days before any meeting. Provided a quorum is present as provided in Article IV, Section 5 of these bylaws. The vote of the members present at any voting shall be final for one year, without a subsequent vote of the members within that time period. Such appeal may be made against a policy, but not as to how the policy was implemented against a specific individual, except as allowed in the policy or as otherwise provided by these laws.
Section 6. Waiver of Notice.
The membership application shall contain, immediately above the applicant's signature, the following statement: "I hereby waive my right to notice of any meeting of the members, except that notice that is customarily given by the corporation. This waiver does not apply to the annual meeting. I waive this right for the duration of my membership in this non-profit corporation, including all extensions and renewals of my membership." No member shall be entitled to membership until such time as this statement has been signed. § 805 ILCS 105/107.20.
Section 7. Rights Not Transferable.
The right of a member to vote and her/his interest in this non-profit corporation or its property ceases on the termination of her/his membership. A member may not voluntarily or involuntarily transfer her/his membership, certificate of membership, or any right arising from his/her membership.
ARTICLE IV: MEETINGS OF MEMBERS
Section 1. Place.
Meetings of members may be held at any place within the State of Illinois designated by the board, unless the band has a performance or reason for being out of the state at which time special meetings may be called as needed. § 805 ILCS 105/107.05(a).
Section 2. Annual.
Members shall hold an annual membership meeting every year for the nomination and election of the Board and for the transaction of any other business. Notice shall be given to every member notwithstanding any waiver. In order to vote, every member must be a member in good standing. The notice of the annual membership meeting shall include any matters concerning which special notice is required. Regular meetings shall be held in the three calendar quarters in which the annual meeting is not held. § 805 ILCS 105/107.05(b).
Section 3. Failure to Hold.
When the annual membership meeting has not been held, or board has not been elected thereat, officers may be elected at a special meeting held for that purpose. Under these circumstances, the board shall call this meeting upon written demand of any member. § 805 ILCS 105/107.05(b).
Section 4. Special.
Special membership meetings may be called for any purpose at any time by the board, or 20 percent of the membership by petition. A person entitled to call the meeting may make written request to the board of the corporation. Such officer shall give notice of the meeting to be held between 10 and 30 days after receiving the request. If the officer fails to give notice of the meeting within seven days from the day on which the request was received, the person who requested the meeting may fix the time and place of meeting and give a minimum of fourteen days' notice, in the manner provided by these bylaws. § 805 ILCS 105/107.05(c).
Section 5. Adjournment and Quorum.
Ten percent (10%) of the voting members shall constitute a quorum at all meetings of the members for the transaction of business. In the absence of a quorum, any meeting may be adjourned to another time or place and no notice as to the time or the place of such adjourned meeting need be given other than announcement at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally called; provided a quorum shall be present. When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment. § 805 ILCS 105/107.60.
Section 6. Dispute as to Identity of Member or Validity of a Ballot.
The assembled members of the incumbent board or a previously designated committee thereof shall determine the validity of any ballot cast or the membership status of any person claiming to be a member whose membership is disputed. No notice of such a meeting need be given in the call of the meeting to any board member. Any decision of the board may be appealed to the membership at a special membership meeting called for that purpose.
Section 7. Voting.
All members entitled to vote shall have one vote on each matter submitted to a vote of members. § 805 ILCS 105/107.40.
Section 8. Voice Voting.
Voting on any question may be by voice vote unless the presiding officer shall order or one-third of the members present and voting by raised hands or standing shall demand that voting be by secret ballot.
Section 9. Mail Voting.
No voting on any matter shall be taken by postal mail; all voting shall take place in person by the member at the regular or special membership meeting.
Section 10. Proxies.
No member may vote by proxy, and no attempt to vote by proxy shall be recognized by the corporation.
Section 11. Meetings by Telephone or Internet
(a) Alternative Conferencing
A conference among members, or among members of any committee designated by the members, by any means of communication through which the participants may simultaneously communicate with each other during the conference, constitutes a meeting of the members, or of the committee, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.
(b) Speaker Phone
A member may participate in a meeting of the membership, or any committee designated by the membership, not described in paragraph (a) by any means of communication through which she/he, the other persons so participating, and all persons physically present at the meeting may simultaneously communicate with each other during the meeting. Participation in a meeting by that means constitutes personal presence at the meeting. § 805 ILCS 105/107.05(d).
Section 12. Electronic Voting
AMENDEDMENT March 18, 2007.
ARTICLE V: The Board
Section 1. Duties.
The board shall discharge its duties in good faith, and with that diligence and care which an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 2. Number, Qualification and Term.
AMENDEDMENT November 17, 2007.
The board of this non-profit corporation shall be composed of nine members. The term of all board members shall expire May 1 of every year, unless they resign earlier. Non-officer, appointed board members may retain their position beyond May 1 until such time as the new board has confirmed their position or appointed a replacement.
Section 3. Nominations and Election.
AMENDEDMENT MAY 1, 2001.
There shall be two ballots in the election for officers: The general manager shall be elected on the first ballot; the other officers on the second ballot. The general manager and each other officer elected or appointed to serve a full term shall serve until the May 1 in the year following their election. Appointed officers and officers elected to fill a vacancy shall serve until the expiration of the terms for which they were selected to fill, or the following May 1, whichever is earlier. Elections will be held in the month of March. The secretary will initiate and coordinate all elections.
Section 4. Powers.
In addition to the powers and authorities expressly conferred upon it by these bylaws, the board may exercise all of such powers of the non-profit corporation league, and do all such lawful acts and things as are not by statutes or by the Articles of Incorporation of this non-profit corporation or by these bylaws directed or required to be exercised or done by the members. It may establish rules of conduct and procedure for membership meetings. The actions of the officers shall be valid even though any director has ceased to be a member because of a failure to pay her/his dues.
Section 5. Voting.
Voting shall not be cumulative. Each member shall be entitled to one vote for each of the offices being filled.
Section 6. Vacancies.
AMENDEDMENT March 18, 2007.
Should the position of any board member become vacant between May 1 and the subsequent elections in March of the following year, the officers shall appoint a voting member to fill the remainder of the term. The general manager may turn the office of general manager over to the general manager-elect any time after the election while still retaining the board member position to the end of their term. Should any other vacancy occur, the board may or may not appoint a person to fill the remainder of the term, in their exclusive discretion, so long as the number of board members is not below five. Unless the number of serving members is less than five, the board may, but need not, fill any vacancy whatsoever if a regular or special meeting is to be called within 90 days of the occurrence of the vacancy. The officers may request the advice of the voting members formally or informally, or may call a special meeting of the voting members to fill the vacancy(s) by election. The remaining officers shall have the power to follow this bylaw even though they amount to less than a quorum. This procedure shall not apply to the general manager.
Section 7. Nomination Procedure.
The board shall accept nominations at one or two board meetings for officer positions. The secretary shall give the names and a brief resume of each candidate to the general manager at their next rehearsal or meeting. A time and place will be set when the nominees may address the board and voting members.
Section 8. Removal of Elected Board Members.
Any board member, except the general manager, may be removed from office by a two-thirds of the votes present and voted in person, with the board member whose removal is being considered being ineligible to vote, provided that all members entitled to vote are informed as to the subject matter which will be considered at least 48 hours prior to the meeting. A quorum must be present. Any board member who misses three consecutive meetings of the board, without excuse acceptable to a majority of the board present at the meeting missed, shall forfeit her/his position, and the board shall declare the position vacant. This provision shall be effective automatically, and shall take effect when it is raised at a board meeting by any board member; provided, however, that the removed board member may be re-appointed under Section 7 above at the same time; and further provided that if the acceptability of an excuse of a board member is not specifically discussed, the excuse shall be conclusively deemed acceptable. Any board member may be recalled at any special meeting called for that purpose by a majority of the voting members present and voting. Board members holding Board positions open exclusively to voting members will forfeit their position if they cease to be a voting member of the organization. The remaining officers may reappoint the removed Board member as an appointed board member under Article 6, Section 1. For the removal of the general manager, see Article VI, Section 9. Any board members removed shall immediately cease to be a board member, and shall stop performing all of the functions of any office formerly held. § 805 ILCS 105/108.35.
Section 9. Location and Time of Meetings.
The board may hold its meetings at such times and places, whether in this state or in any other state, as the majority of the members thereof so appoint, then at such time and place as is determined from time to time by the board, provided that meetings may only be held outside of Illinois if the organization or one of its primary ensembles is out of state for some other reason. § 805 ILCS 105/108.20.
Section 10. Frequency of Meetings.
The board shall meet at least once during every other calendar month. Notice of each meeting is sufficient if given at the previous meeting or if a newsletter is published, a listing of the date, time and place shall be sufficient notice.
Section 11. Special Meetings.
Any three officers may call special meetings of the board on three (3) days' written or telephoned notice to each Board member, unless they waive such notice, orally or in writing. In an emergency, this notice requirement may be waived by a majority of the board, provided attempts are made to notify each board member and each board member is given a copy of the minutes and is informed orally of the action taken as soon as practical afterwards.
Section 12. Quorum and Voting.
At all meetings of the board, a quorum sufficient for the transaction of non-profit corporation shall consist of a majority of the voting board members then in office. If, however, a quorum shall not be present at any meeting, the board members or officers present shall have the power to adjourn the meeting from day to day without notice other than the announcement at the end of the meeting, until a quorum shall be present. The acts of a majority of the officers present at a meeting at which a quorum is present shall be acts of the board. All votes, unless otherwise specified by law, the articles of incorporation, or these bylaws, shall be by majority vote. § 805 ILCS 105/108.15.
During the time that the incoming and outgoing board is both serving, if a person is re-elected, she/he shall have only one vote.
Section 13. Presumed Assent to Action.
A board member of this non-profit corporation who is present at a meeting of the board at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless her/his dissent shall be entered in the minutes of the meeting or unless she/he shall file her/his written dissent to such action with the person acting as the secretary of the meeting before adjournment thereof or shall forward such dissent by certified or registered mail to the secretary, immediately after the adjournment of the meeting. Such right to dissent shall not apply to a board member who voted in favor of the action.
Section 14. Compensation of Officers.
No board member shall receive compensation for her/his services to the corporation, as a board member, though she/he may be compensated for services performed as an officer, employee or in other capacities.
Section 15. Meetings by Telephone or Internet
Members of the board may participate in a meeting of the board or committee by means of conference telephone calls or similar communications equipment by means of which all persons participating in such a meeting can communicate with each other and participation in a meeting pursuant to this section shall constitute presence at such meeting.
(a) Alternative Conferencing
A conference among board members, or among members of any committee designated by the board, by means of communications through which the participants may simultaneously hear each other during the conference, constitutes a meeting of the board, or of the committee, if the same notice is given of the conference as would be required or a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.
(b) Speaker Phone
A board member may participate in a meeting of the board, or any committee designated by the board, not described in paragraph (a) by any means of communication through which she/he, other persons so participating, and all persons physically present at the meeting may simultaneously communicate each other during the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.
Section 16. Board Action Without a Meeting.
Any action, which might be taken at a meeting of the board, may be taken without a meeting when authorized in writing and signed by all of the officers.
Section 17. Voting by Proxy.
A director shall not appoint a proxy for himself or herself or vote by proxy, and the secretary shall recognize no such attempt.
Section 18. Committees.
The board may, from time to time, establish such committees, task forces, boards, commissions, including a nomination committee, as it deems necessary or appropriate to the carrying on of the business of this corporation.
Section 19. Openness of Meetings.
All officers and members shall have a right to speak at any board or committee meetings. The board may limit the right of anyone to speak to 5 minutes or to 15 minutes of total discussion on any item, or after any person other than a board member has held the floor more than three times in any meeting. Board meetings and committee meetings may only be closed to members to consider the following: contract and legal discussions if in the opinion of the board the negotiations would harm the interests or negotiating strategy of the organization: any discussion of the removal from office of any board member, officer or conductor; any discipline being imposed on any member or the cancellation of any person's membership, provided that the meeting shall be open if the person being removed, disciplined or having her/his membership cancelled requests that the meeting be open; any discussion of personnel changes where the board is acting in its capacity as an employer (even of a volunteer); disputes involving members or officers which come to the attention of the board when the board feels that the best interests of the organization or its members would be served by avoiding a public discussion of the issue. These statements are to indicate when a board meeting may be closed and are not intended to be read as a requirement that they must be closed at any time. The board may request certain others meet with them to help them with their work. The meeting of the board and any committee discussing individual scholarships shall be closed. The board may, by a majority vote, exclude any individual(s) not belonging to the organization from its meetings, and may exclude any member of the press who will not comply with any board policy regarding press access, including policies concerning the disclosure of names, publication of photographs or other items as determined by the board.
ARTICLE VI: Board Members
Section 1. Description and Selection
AMENDEDMENT November 17, 2007.
The board will be comprised of nine members, of which five will be officers: General Manager, Secretary, Treasurer, Membership Resource Officer, Auxiliary Resource Officer, as well as four non-officer, appointed board Members. The officers will be elected by the membership once per year. The new officers will appoint the remaining four members within 60 days of taking office. The officers will need to obtain membership approval for their appointments as provided by majority approval at the next rehearsal or general meeting provided that notification that board member appointments will be reviewed for approval is provided at least 48 hours in advance to all voting members using the standard routine for making announcements.
Section 2. General Manager.
AMENDEDMENT MAY 1, 2001.
The General Manager shall serve as the chief executive officer of Playing Out Productions and shall in general supervise all of the business and affairs of the organization. She or he shall facilitate all meetings of the members and shall see that all orders and resolutions of the board and board-sanctioned committees are carried into effect. The General Manager shall serve as the official spokesperson, or designate an alternate spokesperson as necessary, for the organization and its board. He or she shall have such other powers and perform such other duties as the board may from time to time prescribe. The General Manager must be a voting member of the organization.
Section 3. Secretary
AMENDEDMENT MAY 1, 2001.
The secretary may or may not be a voting member of the organization. She or he shall assume responsibility for:
(a) Minutes.
Maintain the minutes of the membership meetings and of the board meetings.
(b) Notices.
See that all notices required to be given to the members and the officers by these bylaws are duly given in accordance with Article VIII, Section 7, of these bylaws, unless otherwise specified herein and inform all board members when a voting session will occur.
(c) Corporate Records.
Maintain current and accurate corporate records.
(d) Change of Address.
Notify, or arrange to notify, the Illinois Secretary of State as provided by Illinois statute and Article VIII, Section 4, of these bylaws, should the registered office of this non-profit organization change.
(e) Records.
See that records are kept and the statements are made available to members in accordance with Article VIII, Section 6, of these bylaws.
(f) Other Duties.
In general perform all duties incident to the office of the secretary and the board may assign such other duties as from time to time to him/her.
Section 4. Treasurer.
The treasurer may or may not be a voting member. He or she shall assume responsibility for:
(a) Corporate Funds.
AMENDEDMENT MAY 1, 2001.
Collect and have the care and custody of the corporate funds, membership dues and contributions, and disburse the funds of the Playing Out Productions, a non-profit organization, as may be ordered from time to time by the board. Disbursement of funds will require two of three signatures (Treasurer, general manager or secretary).
(b) Books of Accounts.
Maintain full and accurate books of account of the receipts and disbursements of Playing Out Productions in accordance with the general accounting practice of non-profit organizations so as to clearly reflect income.
(c) Deposits of Funds.
Deposit all moneys and the board may designate other valuable effects and all securities of Playing Out Productions in the name and to the credit of Playing Out Productions in such depositories as from time to time.
(d) Report of Financial Condition.
Report the financial condition of Playing Out Productions at the annual formal membership meeting in each year, and monthly to the board.
(e) Tax Statements.
File all the required tax and information returns with the Internal Revenue Service and the Illinois Department of Revenue.
(f) Other Duties.
Perform such other duties as may be prescribed by the board.
Section 5. Member Resources Officer
The Member Resources Officer must be a voting member of the organization. She or he shall assume responsibility for:
(a) Member Records.
Maintain current and accurate member records, including an e-mail list.
(b) Member Notification.
Notify members at least fifteen days prior to the expiration of her/his membership.
(c) “Welcome Wagon”
Shall prepare information packets for new members.
(d) Attendance.
Shall make note of member attendance at rehearsals and performances.
(e) Other Duties.
Perform other duties as may be prescribed by the board.
Section 6. Auxiliary Resources Officer
AMENDEDMENT May 1, 2001.
The Auxiliary Resources Officer must be a voting member of the organization. He or she shall assume responsibility for:
(a) Member Recruitment.
Recruit Auxiliary members from the community.
(b) Member Records.
Maintain current and accurate records, including attendance and e-mail lists.
(c) Artistic Director.
Shall device and implement performance routines for marching auxiliary members.
Section 7. Non-officer Appointed Board members
AMENDEDMENT May 1, 2005.
The non-officer, appointed board members shall serve as the interim officer in the event of an unexpected vacancy in the board. The non-officer, appointed board members shall perform such other duties as from time to time may be assigned by the board. Minimally, two appointed board members must be from outside the organization and one must be filled from within the voting membership of the organization.
Section 8. Other Officers and Committees
The board may appoint, from time to time, other responsible persons to committees as they deem necessary for the carrying on of Playing Out Productions business; the officers and committees so appointed shall have the duties and responsibilities as the board may decide. Such additional officers and committees shall be appointed to such terms as the board may determine, not to exceed past two weeks after the next board election. Any officer may appoint as many assistants as she/he deems necessary. Such officers need not be Playing Out Productions members. The board of directors may remove any such appointed person. Such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create any contract rights. § 805 ILCS 105/108.55.
Section 9. Removal of Officers
Any officer who is removed shall immediately cease to be an officer, and shall stop performing all of the functions of the office formerly held. Any officer may be removed by a two-thirds vote of the board present and voting with cause, which shall include any of the reasons for canceling a membership, dereliction of duty, or violation of the bylaws. The officer under consideration for removal shall not be counted as either present or voting for the purposes of voting on the removal. In the event that the General Manager is removed, she/he shall not exercise the powers or duties of her/his office but shall continue to sit on the board until confirmation of the removal by the members of Playing Out Productions. The Member Resources Officer shall assume the duties of General Manager in the interim. The Secretary shall call a special membership meeting to be held as soon as possible after the removal to confirm the removal of the General Manager. If the members vote contrary to the actions of the board by a simple majority, the General Manager shall immediately re-assume the duties of her/his office. No other officer shall have the right to appeal to the membership for her/his removal as an officer.
Section 10. Vacancies
AMENDEDMENT May 1, 2001.
In the event that any office becomes vacant, an appointed non-officer Board member, as determined by the Board, shall become that office’s interim officer. Unless there are less than 90 days before the next election, the secretary shall call a special membership meeting to elect a new officer within 90 days after the appointed Board member becomes interim officer. If the vacancy is the General Manager, the Member Resources Officer will assume the General Manager’s duties. The remaining officers shall have the power to follow this bylaw even though they amount to less than a quorum. Any person selected pursuant to this article shall hold office only until his/her successor has been selected.
Section 11. Authority/Duties
Officers have the authority and duties in the management of the business of Playing Out Productions and shall discharge his/her duties in good faith and with the diligence and care that an ordinarily prudent person, in a like position and under similar circumstances, would exercise.
Section 12. Development Officer
AMENDEDMENT March 18, 2007.
Section 13. Vice Chair
AMENDEDMENT November 17, 2007.
ARTICLE VII: INDEMNIFICATION
This non-profit corporation by action of its board may indemnify any person, partnership or corporation to the full extent permitted by Illinois law. The indemnification provided by this section shall continue as to a person or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The foregoing fight of indemnification shall not be exclusive of other rights to which the officers or office may be entitled as a matter of law, by agreement or otherwise. The members of this non-profit corporation may, at regular or special membership meeting called for that purpose, with notice of the proposed resolution given withdraw such indemnification prospectively, but not retroactively, as to any person whose contract rights with this non-profit corporation would not otherwise be impaired.
ARTICLE VIII: MISCELLANEOUS PROVISIONS
Section 1. Negotiable Instruments, Deeds and Contracts.
All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the non-profit corporation: all deeds, mortgages and other written contracts and agreements to which the non-profit corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the non-profit corporation shall be signed by two of the officers. The board is not empowered to enter into contracts that violate the provisions of these bylaws.
Section 2. Loans.
No loans shall be contracted on behalf of the non-profit corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances.
Section 3. Loans to Officers: Prohibition.
This non-profit corporation shall not lend any of its assets to an officer or conductor or member of the non-profit corporation. If it does make such a loan, the officers who make the loan, or assent to it, are jointly and severally liable for its repayment.
Section 4. Change of Location of Registered Office.
When this non-profit corporation desires to change the location of its registered office, the secretary shall file with the secretary of state a certificate of change of location of registered office, stating the new location by city, town or other community and effective date of the change, accompanied by the fees prescribed by Illinois Statute §317.67. When the certificate of change of location has been duly filed and the required fees paid, the board may make the change without amending the articles of incorporation.
Section 5. Certain Property Not to be Diverted.
Should this non-profit corporation ever receive and hold property in trust for a designated purpose or subject to a specific use, or subject to a condition subsequent, or upon a special or executor limitation, it shall not divert such property from such trust, use, condition or limitation.
Section 6. Books and Records: Financial Statement.
This non-profit corporation shall keep at its registered office correct and complete books of account and minutes of proceedings of membership meetings, meetings of the board and of the executive committee. A member, her/his agent or her/his attorney, may inspect all books and records for any proper purpose at any reasonable time.
Upon request by a member, the corporation shall furnish the member with a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual account period and a balance sheet containing a summary, of its assets and liabilities as of the closing date of such accounting period.
Section 7. Notice.
"Notice" when used in these bylaws means, except as explicitly modified, a written notification of a meeting,
(a) Stating time, place and, in the case of a special meeting, purpose,
(b) Properly addressed according to the last available corporate records,
(c) Sent or delivered by a duly authorized person to each director or member entitled to vote at the meeting, and delivered or mailed not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting.
Section 8. Waiver of Notice.
A director or member may make a written waiver of notice before, at, or after a meeting. The waiver shall be filed with the person who has been designated to act as the secretary of the meeting who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality, of the meeting. The requirement of waiver of notice of a meeting applies only to the requirement that notice of the meeting be mailed; it does not apply to the requirement that certain items must be included in the notice.
Section 9. Parliamentary Procedure.
All items of procedure not covered by these bylaws shall be decided with reference to roles of procedure as determined by the board, or, if it has not adopted such rules, the most recent revision of Roberts Rules of Order.
Section 10. Special Corporate Acts.
This non-profit corporation may sell, lease, exchange, mortgage, encumber or dispose of all, or substantially all, of its property and assets, merge or consolidate with another corporation or dissolve only by following the procedure then outlined by law.
ARTICLE IX: ALTERATION OF THESE BYLAWS
In order to amend these bylaws, the following procedures shall be followed:
Section 1. By Officers:
(a) The board shall propose the amendment to the bylaws by resolution, setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members. Notice of the meeting of members stating that the purpose is to vote on an amendment to the bylaws shall be given to each member with voting rights, and to each Board member regardless of her/his voting rights.
(b) If notice required by clause one (1) has been given, the proposed amendment may be adopted within one week of the beginning of the meeting of the members.
(c) When two-thirds (2/3) of the members with voting rights voting yes or no on the resolution have approved a proposed amendment, it is adopted.
Section 2. By Members:
(a) The members with voting rights may, by two-thirds (2/3) of members with voting rights voting within one week after the beginning of a meeting duly called for the purpose, authorize the board, subject to clause three (3) to exercise from time to time the power of amendment of the bylaws in the manner prescribed in clause two (2).
(b) When the members with voting rights have authorized the board under clause one (1) to amend the bylaws, the board, by a two-thirds (2/3) vote of the officers who are present and entitled to vote on the proposed amendment, may amend the bylaws at any meeting of the board. Notice of the meeting and of the proposed amendment shall be given to all officers.
(c) The members with voting rights by a simple majority vote of the members with voting rights voting within one week of the start of a meeting duly called for the purpose, may prospectively, but not retroactively, revoke the authority of the board to exercise the power of the members to amend the bylaws.
Provided, however, that the board may amend Article I, Section 2, at any time by a majority vote, without prior notice to any board member or member.
The members of this non-profit corporation hereby grant the board the power to amend the bylaws without notice to us in order to correct technical items that carry out the will of the band as expressed in voting on these amendments.
The members of this non-profit corporation hereby grant the board of Playing Out Productions the power to amend the Articles of Incorporation and the bylaws of this corporation without any notice to the membership if such amendments are required or suggested by the Internal Revenue Service for this corporation to achieve tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE X: COMMITTEES
Committees may only be formed either at the request or with the approval of the board, or through a simple majority vote of the membership. Committees appointed by membership vote do not have full decision-making powers until sanctioned by the board. Committees shall consist of no less than two (2) persons. Each individual committee will have the power to determine its own decision-making process with board approval. Such approval will be implicit unless the board wishes the committee to alter its decision-making processes.
Section 1. Duties
(a) Committees shall establish plans of action for necessary functions of the Playing Out Productions.
(b) The decision-making authority of the committees is to be determined by the board at the formation of the committee. The board may revise the authority granted committees at any time.
(c) A committee will remain in existence until it has completed its work.
Section 2. Formation
(a) Playing Out Productions will form committees according to Article 6, section 8, or in the process described in the following steps.
(b) Committees will be established as needed. Each committee will select a liaison to communicate with the general manager and the board.
Section 3. Membership
(a) Any interested member in good standing of Playing Out Productions may serve on committees.
(b) The term of a committee member is indefinite for the duration of the committee provided the member remains in good standing.
(c) The general manager is an ex-officio member of all committees.
ARTICLE XI: ENSEMBLES
AMENDEDMENT November 17, 2007.
Playing Out Productions is comprised of four primary ensembles: the Concert Band, the Marching Band, the Jazz Ensemble, and the Orchestra. All other ensembles associated with and functioning under the auspices of Playing Out Productions must be sponsored by one of the primary ensembles and acknowledged by Playing Out Productions board in order to receive any and all benefits available to Playing Out Productions as a non-profit organization. Once acknowledged by the board, members of the sponsoring primary ensemble vote for/against sponsorship of ensemble. All ensemble members must be members in good standing of at least one of the primary ensembles.
Section 1: Board Acknowledgement
The steps required for board acknowledgement are as follows:
(a) Individuals interested in forming an ensemble make an announcement to all Playing Out Productions members and schedule a meeting to establish a charter. Upon completion, the charter is presented for review by the board. The charter must include the following information:
(1) Purpose of Ensemble--The ensemble shall provide Playing Out Productions board, as part of their charter, their Purpose, or mission statement, in accordance with and reflecting the values of the Playing Out Productions' mission statement. Deviation from the Playing Out Productions' mission statement shall be considered for sponsorship on an individual basis.
(2) Instrumentation--An open instrumentation ensemble will be open to all interested members of the primary ensembles with no bias and may begin conducting business immediately. A set instrumentation ensemble will be open, by audition, to all interested members of the primary ensembles. Due to Playing Out Productions' commitment to community involvement without bias, auditions will be opened a minimum of twice per year to coincide with the sponsored ensemble's season opening and mid-way points. The board for ensembles with unusually short performance seasons may grant exemptions.
(3) Performance Season--Performance season may be set in accordance to charter specifications, e.g. seasonal, holiday, full year, etc. The board may request, from time to time, consideration by the ensemble members to perform at special events in order to retain Playing Out Productions sponsored status.
(4) Ensemble Liaison--The ensemble will be required to elect and provide Playing Out Productions a liaison. Said liaison will act as official spokesperson for the ensemble but will not have any other powers except as allowed in the ensemble charter.
(5) Resources--The ensemble will provide Playing Out Productions board, as part of their charter, a list of current assets and resources as well as required resources in order to begin operations thus allowing the board ample time to plan financial strategies.
(b) Upon board approval, the general manager shall present said charter to the sponsoring ensemble for approval of sponsorship at a subsequent rehearsal. Posting in the newsletter or website of an announcement of the upcoming sponsorship vote shall be deemed sufficient notification. A yes vote by the majority of those present at the designated rehearsal shall constitute approval. The general manager may delegate this responsibility as needed to the conductor of the sponsoring ensemble, to the liaison of the petitioning ensemble, or to other board members.
Section 2: Ensemble Operation
AMENDEDMENT November 17, 2007.
(a) Each ensemble will establish its own operating procedure and organizational structure, provided a liaison with the sponsoring ensemble (via the sponsoring conductor and general manager) is maintained. Each ensemble must operate within the guidelines and restrictions provided in these bylaws as well as any policy passed by the authority of the Board. The general manager is responsible for ensuring that the ensemble complies with expectations set forth in the ensemble charter, in these bylaws and in board policy.
(b) Ensemble performances shall not conflict with performances scheduled by the sponsoring ensemble. The general manager will coordinate scheduling or delegate this responsibility as appropriate. If a conflict arises between potential performances, the general manager will decide which performance will be accepted and which declined with the understanding that preference is to be given to the sponsoring ensemble unless extenuating circumstances exists to justify given priority to the smaller ensemble.
(c) All funds received by or payments made to any ensemble for performances given by any ensemble associated with LPFB will be construed as assets of Playing Out Productions and will be turned over the Treasurer immediately upon receipt. Funds earned by particular ensembles will not be set aside especially for their use but shall be deposited in the general fund to be used for the organization as a whole as directed by the board.
(d) Requests by an ensemble for resources including and especially financial resources, should be submitted to the general manager who is subsequently obligated to submit these requests to the board for review. The general manager must report the board's decision to the ensemble's liaison. It should be understood that smaller ensembles may be more likely to receive payment for performances and that said payment is expected to support the larger, sponsoring ensemble.
(e) If auditions are to be held, the ensemble may determine the nature of the audition process. However, the audition process must be reviewed and approved by the conductor of the sponsoring ensemble. The conductor is to review the proposed audition process primarily with regard to the issue of fairness. The general manager will decide conflicts between the ensemble and the sponsoring ensemble conductor. The general manager's decision will be final. The conductor may request to be a part of the audition-judging panel.
(f) Any ensemble may view the conductor of its sponsoring ensemble as a resource to provide musical direction as well as organizational consultation at its request. However, the conductor has the right to limit the amount of time provided as is reasonable. Problems about the availability of the conductor as a resource will be directed to the general manager. The role of the conductor of the sponsoring ensemble in the affairs of a sponsored ensemble will be limited to that requested by the ensemble except in the matter of auditions as set forth above.
Section 3: Dissolution of Ensemble
AMENDEDMENT November 17, 2007.
The ensemble shall be considered dissolved when any of the following are present:
(1) Insufficient interest to join becomes apparent.
(2) Behavior and/or performance of members become detrimental to the Playing Out Productions.
(3) Failure to meet guidelines set forth in charter.
(4) Failure to meet definition of sponsored ensemble.
ARTICLE XII: CONDUCTORS OF PRIMARY ENSEMBLES
AMENDEDMENT November 17, 2007.
Each of the four identified primary ensembles will have a conductor. A single individual may serve as the conductor for more than one primary ensemble at the board's discretion, although this is not preferred.
Section 1: Selection of Conductors
(a) Conductors will be sought and appointed by the board, with simple majority approval by voting members of the primary ensemble in question. Once a potential conductor has been identified, he/she will be presented at a rehearsal or meeting of the primary ensemble, identifying credentials and philosophy for leading the ensemble. Members may ask questions of the candidate or board members present. The candidate will then be allowed to conduct the ensemble for one or two rehearsals. At the end of this period, ensemble members will be given the opportunity to discuss the candidate without the candidate present. A ballot will be distributed to all ensemble members present in which they may place a vote of confidence or no confidence in the board's choice of conductor.
(b) If a majority places a vote of confidence, the conductor shall be considered appointed and will assume duties as agreed and scheduled between the conductor and the board. If the ensemble returns a vote of no confidence, the board must
(1) open nominations up to the ensemble and
(2) (optional) supply one or more other candidates. After two weeks, all nominees-- whether from the board or from the ensemble-- will have the opportunity to address the ensemble at a meeting. Each will be afforded the opportunity to conduct the ensemble for a portion of a rehearsal. Again, a period for discussion will be allowed without the presence of any candidate. Subsequent to discussion a ballot will be distributed to all ensemble members present to vote for the nominee of their choice. The candidate with the most votes will be appointed conductor.
(c) When a vote is to be taken regarding the appointment of a conductor for a primary ensemble, notice must be given to members of the ensemble at least 2 weeks in advance of the rehearsal/meeting at which the vote is to take place. Posting on the website or an announcement in the newsletter will suffice.
Section 2: Duties
(a) The conductor shall be responsible for the musical direction of the primary ensemble to which they have been appointed. Committee shall determine music selection.
(b) The conductor is responsible for providing training and education to the ensemble as a whole, to individual sections and to individual members as ability and time permit. The conductor is expected to take a teaching role.
(c) The conductor shall be responsible for the morale and well being of the ensemble.
(d) The conductor shall be responsible for creating a primary ensemble that strives for the highest musical proficiency possible while making welcome and comfortable musicians of all levels and experience.
(e) The conductor, in consultation with the general manager, may establish an audition process to determine which member plays which parts, and/or become section leaders at such time as he or she feels it is appropriate to commence such auditions. She or he may limit the audition procedure to certain procedures for different purposes and sections. Authority shall be in the conductor, in consultation with the general manager, to appoint section leaders as needed, to assign parts to the voting members, and request that players capable of playing more than one instrument play a certain instrument. As part of such audition process, prospective members may be required to attend a certain number of rehearsals. Additionally, the conductor of a sponsoring ensemble must review and approve of any audition process implemented by a sponsored ensemble.
(f) The conductor is expected to be available as a resource to all ensembles sponsored by the primary ensemble to which he/she has been appointed, within reason.
(g) The conductor is accountable to the board. The general manager shall act as liaison between the board and the conductor. Complaints about the conductor should be directed primarily to the general manager who is obligated to bring any complaints to the board. The general manager shall not interfere with the conductor discharging his/her duties except as authorized by the board and in the appointment of an assistant conductor as provided above. The conductor may view the general manager as a resource and consultant as needed.
Section 3: Assistant Conductors
The conductor must appoint an assistant conductor. The assistant conductor will not only assist the conductor in discharging her/his duties, but will stand in for the conductor in her/his absence (i.e., illness, scheduling conflicts, etc.). The assistant conductor appointment needs to be reviewed and approved by the general manager. The board reserves the right to remove and appoint assistant conductors if it determines such actions would be in the best interest of the organization.
Section 4: Hiring and Removal of Conductors
(a) The procedure for hiring the conductor shall be established by the board, but shall include a vote of the voting members of the primary ensemble in question as described above. Removal of the conductor shall be without prejudice to her/his contract rights. The conductor may be compensated only if she/he has entered into a written contract with the board.
(b) The board may remove the conductor by simple majority vote, provided all board members are given least 72 hours notice prior to the meeting at which such an action is initiated. The conductor shall be subject to dismissal by the voting members. A petition by 10% of the voting members of the ensemble in question must be submitted to the general manager. If the board is in agreement with the petition, it may initiate a vote by members of the ensemble in question by providing two weeks notice prior to any rehearsal or meeting at which a vote of confidence/no confidence in the conductor will be taken. If a vote of no confidence is returned, the conductor will be terminated immediately. The board will appoint an interim conductor while a new one is sought. If a vote of confidence is returned, the conductor will retain her/his position and will not be subject to recall by the membership for at least 6 months. During this six (6) month period the board retains its right to terminate the conductor. If the board does not support the petition, it may choose to discuss the concerns identified with the conductor. The conductor and board representatives may present their case to the band and ask that the vote be postponed for 3 months. A simple majority vote (show of hands) may postpone the vote of confidence. At the conclusion of the three (3) month period a vote of confidence (by ballot) must be taken. The names of the petitioners must be kept confidential and not disclosed to the conductor. Failure to protect this confidentiality will be grounds for board member dismissal.
AMENDMENTS to the Bylaws of Playing Out Productions
Amendments to Bylaws
Adopted May 1, 2001
Article II Purposes
Playing Out Productions is organized exclusively for educational and charitable purposes under section 501(c)(3) of the Internal Revenue Code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, Officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code
Upon the dissolution of the organization, 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.
Article V Section 3 Nominations and Election
Only one election ballot will be presented to members, which will include all elected Officer positions as specified in these bylaws.
Article V Section 6 Vacancies
THIS SECTION REMEDIES AND NULLIFIES ALL PREVIOUS BYLAWS ABOUT FILLING BOARD VACANCIES.
Should the position of any Board member become vacant between May 1 and the subsequent elections in March of the following year, the Officers shall follow the procedures outlined in the following paragraphs. The remaining Officers shall have the power to follow this bylaw even if they constitute less than a quorum.
If any Officer position becomes vacant, the remaining Officers shall do one of the following:
A. Call a special election, including a nomination process for the vacant position. The person winning the election becomes the elected Officer, not an interim Officer.
B. Appoint any member or non-member, in accordance with the requirements of the position as outlined in Article VI. The appointment needs to be approved by the membership. Once approved, this person will be an interim Officer.
C. Assign the duties of the vacant office to another Board member on a temporary basis. A Board member covering the duties will be the Acting Officer for the vacant position. An acting Officer shall serve only until an election is held (as set forth in A above) or until an interim Officer is appointed (as set forth in B above). The Board member serving as the Acting Officer will not be entitled to more than one vote.
The duties of the vacant office must be assigned within 30 days.
If a non-Officer position becomes vacant, the current Officers may appoint a new person to the position in accordance with the guidelines outlined in Article VI.
Article VI Section 1 Board Members: Description and Selection
The composition of the Officers on the Board will be as follows: Chair, Secretary, Treasurer, Public Relations and Marketing, and Member Resources. The General Manager will serve as a non-Board chief executive Officer (refer to Section 2 amendment). A Business Manager shall serve as a non-Board chief development Officer (refer to Section 2 amendment).
Article VI Section 2 General Manager
The General Manager is a non-Board executive Officer to be appointed by the Board with membership approval. All duties as defined in these bylaws remain in effect, except that the GM will not act as spokesperson for the Board except as the Board may designate that responsibility to the GM. The Board may appoint a member or non-member to be General Manager. Once appointed, the General Manager will be a de facto voting member.
The Business Manager shall serve as the Chief Development Officer (CDO) of Playing Out Productions. The Business Manager shall supervise, coordinate and manage all business affairs of the organization as they relate to development, including fundraising, community and benefactor relations, sales, marketing, corporate relations, and in conjunction with the General Manager, grants and publicity. The Business Manager will lead any committees/structures established by the Board to address these tasks, including any Board established Executive Business Committee. The Business Manager shall work cooperatively with the General Manager and shall be directly accountable to the Board. The Business Manager is a non-Board executive Officer position to be appointed by the Board, with membership approval, and to serve at the Board's discretion. The Board may appoint a member or non-member to be Business Manager. Once appointed, the Business Manager will be a de facto voting member.
The General Manager Board position shall be replaced with a Board Officer position as follows:
Chair
The Board chair must be a voting member of the organization. The Board Chair is responsible for the effective functioning, stability, and development of the Board. She or he shall assume responsibility for:
(a) Meetings of the Board.
Shall ensure effective Board meetings by implementing procedures for setting agendas and facilitating meetings as established by the Board, enforcing rules of order as established by the Board, and monitoring attendance.
(b) Board Development.
Shall lead Board recruitment efforts, orientation of new Board members, and seek opportunities for continued Board development.
(c) Board Evaluation.
Shall establish and institute mechanisms for evaluating Board performance, including: 1) formal Board self-evaluation, 2) evaluation by executive Officers, conducting staff, and members. The Chair will also provide individual evaluations of Board members. The Chair takes primary responsibility for bringing group or individual performance issues to the Board.
(d) Board Procedures.
Shall facilitate the adoption of necessary guidelines, procedures, and rules of order to ensure effective functioning of the Board.
(e) Goal-Setting.
Shall facilitate and guide the Board in establishing annual objectives and long-term goals.
Article VI Section 3 Secretary
The secretary position shall henceforth be required to be filled by a voting member.
Article VI Section 4(a) Corporate Funds
Disbursement of funds will require two of three signatures from designated individuals, henceforth called the "signers". The signers shall be the Treasurer and two other Board members or executive Officers as selected by the Board. Check signers will not have a conflict of interest of a personal or domestic nature as determined by the Board.
Article VI Section 6 Auxiliary Resources Officer
The Officer position of Auxiliary Resources shall be abolished with the installation of the 2001 Playing Out Productions Board. A new Officer position shall be created:
Public Relations and Marketing-- this Officer is responsible for developing and guiding strategies and policies to develop and maintain public support, including individual, business, organizational and audience support bases. This Officer shall focus on ensuring a consistent quality and approach in our organizational contacts with the community. This Officer shall work toward creating a consistent and coherent image of our organization within the community. This Officer shall be responsible for examining all facets of our operations as they impact marketing and public relations and help guide the Board toward a well-defined and considered policy for putting a public face on our organization.
This position may be filled by a non-member.
Article VI Section 7 Non-Officer Appointed Board Members
If within 60 days of being elected the new Officers have failed to appoint the required two Board members from the community, the Officers will have an additional 30 days, during which time persons from within the organization may also be considered for the community member positions. The Board must make all reasonable efforts to fill all Board positions within the specified times.
Article VI Section 10 Vacancies
Versions of this section from previous bylaws are now null and void. See Article V, Section 6 for procedures to follow.
Article XII Conductors of Primary Ensembles
Conducting staff (ie.,Directors and assistant Directors) is explicitly prohibited from serving on the Board. Specifically, the director and assistant director of any primary ensemble, duly appointed by the Board, may not serve on the Board. If a conductor is elected or appointed to the Board, he/she must resign his or her respective conductor/director duties. Conversely, any Board member who is appointed as a director or assistant director of a primary ensemble must resign from the Board. Drum majors in the Marching Band shall not be considered conducting staff unless explicitly appointed as assistant conductor by the Director of the Marching Band.
Amendments to Bylaws
Adopted November 4, 2001
Article I, Section 4. Fiscal Year:
The fiscal year of this non-profit corporation shall be as follows:
begin January 1 and end August 31, 2002
begin September 1, 2002 and end August 31, 2003 and thereafter shall begin September 1 and end August 31 of the following calendar year.
Amendments to Bylaws
Adopted May 1, 2002
Article V, Section 2. The Board: Number, Qualification and Term
As of this year, the terms of these Officers shall expire as follows, unless they resign earlier: Chair and Treasurer, May 1 of the odd-numbered years; Member Resources and Public Relations & Marketing, May 1 of the even-numbered years; Secretary, May 1 of every year; all non-officer, appointed board members, May 1 of every year.
Article VI, Section 1. Board Members: Description and Selection
The officers will be elected by the membership in accordance with Article V, Section 2 amendment. The officers will appoint the remaining four members within 60 days of May 1 annually.
ARTICLE XI: ENSEMBLES
All ensemble members must be members in good standing of at least one of the primary ensembles (exceptions may be made by the General Manager in consultation with the Conductor of the primary ensemble, subject to regular review).
Amendments to Bylaws
Adopted April 3, 2005
Article VI, Section 1. Board Members: Description and Selection
The Board will be comprised of fifteen members, of which five will be officers. The composition of the officers on the Board will be as follows: Chair, Secretary, Treasurer, Member Resources, Public Relations/ Marketing. The remaining ten Board Members will be non-officer, appointed Board Members. The Board Officers will be elected by the membership in accordance with these bylaws. After annual elections, the Board Officers will appoint the remaining ten Board Members within 60 days of taking office.
Among the ten appointed Board Members there will be at least one representative of each major ensemble appointed by the Board Officers. These appointed Board Members will be charged with representing the interests and concerns of the major ensemble they represent as well as the interests and concerns of the organization as a whole. Conductors of the major ensembles are not eligible to serve as appointed Board Members but Conductors may be consulted by Board Officers in suggesting potential appointees. Non-staff assistant conductors, ensemble liaisons, ensemble librarians, and others who serve as volunteers with the major ensembles are eligible to be appointed to the Board.
The remaining non-officer appointed Board Members may be members or may be non-members from the community, as the Board Officers see fit. Board Officers should make their best efforts to seek at least two non-members to appoint to the Board. If however, after a diligent search, the Board Officers are unable to find appropriate, willing non-members to appoint, the Board Officers may fill all non-officer Board positions with members.
The appointed non-officer Board Members must be approved by the membership. Membership approval will be sought at the next rehearsal of each major ensemble that is “in season” or next general meeting. Notification of this approval process including the slate of Board appointees must be provided to all voting members at least 48 hours in advance using the standard procedure for making announcements to members.
Article VI, Section 7. Non-officer Appointed Board Members
In the event of any mid-term vacancy of a Board Officer position, a non-officer appointed board member shall serve as the interim officer for that position. The interim officer shall be selected in accordance with the provisions of these bylaws.
Amendments to Bylaws
Adopted March 18, 2007
Article I Section 2
The address of the registered office of this nonprofit corporation is "111 W. Jackson Blvd, Suite 300, Chicago, Illinois 60604".
Article IV Section 12. Electronic Voting
Electronic voting is limited to e-mail only. Members must send email to the designated email address, which will be received, by the secretary and the members resource officers with their choice(s) no earlier than 3 days prior to vote and no later than the day before the vote. E-mail must be originated from the e-mail address registered with Playing Out Productions and must clearly indicate the members full name and choice(s) being voted on. The secretary must bring in printed copies of the e-mail votes to be tabulated with the other votes. This does not apply to the annual membership meeting, where in person voting is required.
Article V Section 6
In the event of a vacancy in the General Manager or Business Manager position, the duties of the General Manager or Business Manager as set forth in these bylaws shall be assigned as needed by the board.
ARTICLE VI: Board Members
With the installation of the 2007 Playing Out Productions Board, a new Officer position shall be created:
Section 12 - Development Officer- this Officer is responsible for all aspects of raising funds for Playing Out Productions, excluding membership dues, concert ticket sales, performance payments to large and small ensembles and sales of refreshments, CDs and other Lakeside Pride merchandise at concerts. This Officer will be responsible for grant applications and major fundraisers such as the annual raffle, the silent auction and any other general fundraising activities. This Officer shall also be responsible for developing new fundraising events.
This position may be filled by a non-member. This position shall be elected in 2007 and shall serve a two year term and will be filled by election in odd numbered years.
With the installation of the 2007 Playing Out Productions Board, a new Officer position shall be created:
Section 13 - Vice Chair
The Vice Chair shall be a voting member. He or she shall have responsibility for:a) presiding over meetings, as the Chair, in the event the Chair is absent;
b) assuming all of the duties of the Chair when the position of Chair is vacant due to death, resignation or Board action;
c) signing any documents which specifically require the signature of a Vice President or signing other documents which require the signature of an officer.
In the event that the Vice Chair assumes the position of Chair, he or she shall serve as Chair until a special election is called to fill the position of Chair or until the next annual meeting, whichever is sooner.
The Vice Chair shall be elected in 2007 and serve a one year term. In 2008, the Vice Chair will be elected for a two year term and will then stand for election in even numbered years.
Article XI Section 2 (b)
Ensemble performances shall not conflict with performances scheduled by the sponsoring ensemble. The general manager will coordinate scheduling or delegate this responsibility as appropriate. If a conflict arises between potential performances, the general manager will decide which performance will be accepted and which declined with the understanding that preference is to be given to the sponsoring ensemble unless extenuating circumstances exists to justify given priority to the smaller ensemble.
Article XI Section 2 (c)
All funds received by or payments made to any ensemble for performances given by any ensemble associated with Playing Out Productions/Lakeside Pride will be construed as assets of Playing Out Productions and will be turned over the Treasurer immediately upon receipt. Funds earned by particular ensembles will not be set aside especially for their use but shall be deposited in the general fund to be used for the organization as a whole as directed by the board.
Amendments to Bylaws
Adopted November 17, 2007
ARTICLE V: The Board
Section 2. Number, Qualification and Term.
The terms of these Officers shall expire as follows: Chair, Treasurer and Development Director, May 1 of the odd-numbered years; Vice-Chair, Member Resources and Public Relations & Marketing, May 1 of the even-numbered years; Secretary, May 1 of every year; all non-officer, appointed board members, May 1 of every year.
ARTICLE VI: Board Members
Section 1. Description and Selection
The Board will be comprised of fifteen members, of which seven will be officers. The composition of the officers on the Board will be as follows: Chair, Vice-Chair, Secretary, Treasurer, Development Director, Member Resources, Public Relations/ Marketing. The remaining eight Board Members will be non-officer appointed Board Members. The Board Officers will be elected by the membership in accordance with these bylaws. After annual elections, the Board Officers will appoint the remaining eight Board Members within 60 days of taking office.
Among the eight appointed Board Members there shall be at least one representative of each major ensemble appointed by the Board Officers. The Board Officers will also seek to appoint one representative from each active small ensemble. These non-officer, appointed Board Members will be charged with representing the interests and concerns of the major and small ensemble(s) they represent as well as the interests and concerns of the organization as a whole. A non-officer appointed Board Member may be the representative of more than one ensemble. Conductors of the major ensembles are not eligible to serve as Board Officers or non-officer appointed Board Members. Non-staff small ensemble conductors, assistant conductors, ensemble liaisons/ coordinators, ensemble librarians, and others who serve as volunteers with the major or small ensembles are eligible to be appointed to the Board.
If, after every effort has been made to appoint a representative of every major ensemble and every active small ensemble, there remain open non-officer appointed Board Member positions, the remaining non-officer appointed Board Members may be members or may be non-members from the community, as the Board Officers see fit. If such openings exist, Board Officers should make their best efforts to fill at least one of these positions with a non-member. If however, after a diligent search, the Board Officers are unable to find an appropriate, willing non-member(s) to appoint, the Board Officers may fill all non-officer Board positions with members.
The appointed non-officer Board Members must be approved by the membership. Membership approval will be sought at the next rehearsal of each major ensemble that is “in season” or next general meeting. Notification of this approval process including the slate of Board appointees must be provided to all voting members at least 48 hours in advance using the standard procedure for making announcements to members.
ARTICLE VI: Board Members
Section 13. Vice Chair
The Vice Chair shall be elected in 2007 and serve a one year term. In 2008, the Vice Chair will be elected for a two year term and will then stand for election in even numbered years.
The Vice Chair shall be a voting member. He or she shall have responsibility for:
a) presiding over meetings, as the Chair, in the event the Chair is absent;
b) assuming all of the duties of the Chair when the position of Chair is vacant due to death, resignation or Board action;
c) signing any documents which specifically require the signature of a Vice President or signing other documents which require the signature of an officer.
In the event that the Vice Chair assumes the position of Chair, he or she shall serve as Chair until a special election is called to fill the position of Chair or until the next annual meeting, whichever is sooner.
ARTICLE XI: ENSEMBLES
Playing Out Productions is comprised of four primary ensembles: the Marching Band, the Symphonic Band, the Jazz Ensemble, and the Orchestra. All other ensembles associated with and functioning under the auspices of Playing Out Productions must be chartered and acknowledged by the Playing Out Productions board and approved by the general membership in order to receive any and all benefits available to Playing Out Productions as a non-profit organization. All ensemble members must be members in good standing of at least one of the primary ensembles (exceptions may be made by the General Manager and subject to regular review).
Section 1: Board Acknowledgement
The steps required for board acknowledgement are as follows:
(a) Individuals interested in forming an ensemble make an announcement to all Playing Out Productions members and schedule a meeting to establish a charter. Upon completion, the charter is presented for review by the board. The charter must include the following information:
(1) Purpose of Ensemble--The ensemble shall provide Playing Out Productions board, as part of their charter, their Purpose, or mission statement, in accordance with and reflecting the values of the Playing Out Productions' mission statement. Deviation from the Playing Out Productions' mission statement shall be considered for sponsorship on an individual basis.
(2) Instrumentation--An open instrumentation ensemble will be open to all interested members of any primary ensembles with no bias and may begin conducting business immediately. A set instrumentation ensemble will be open, by audition, to all interested members of any primary ensembles. Due to Playing Out Productions' commitment to community involvement without bias, auditions will be opened a minimum of twice per year to coincide with primary ensemble's season opening and mid-way points. The board may great exemptions for ensembles with unusually short performance seasons.
(3) Performance Season--Performance season may be set in accordance to charter specifications, e.g. seasonal, holiday, full year, etc. The board may request, from time to time, consideration by the ensemble members to perform at special events in order to retain Playing Out Productions sponsored status.
(4) Ensemble Liaison--The ensemble will be required to elect and provide Playing Out Productions a liaison. Said liaison will act as official spokesperson for the ensemble but will not have any other powers except as allowed in the ensemble charter.
(5) Resources--The ensemble will provide Playing Out Productions board, as part of their charter, a list of current assets and resources as well as required resources in order to begin operations thus allowing the board ample time to plan financial strategies.
(6) Conductor—The small ensemble may choose from any of the four major ensemble conductors or a similarly qualified other person. The burden is upon the ensemble to demonstrate that such other person is similarly qualified. The conductor of the small ensemble will then be responsible to the board for maintaining the artistic integrity of the small ensemble.
(b) Upon board approval, the charter shall be presented for approval to the general membership at the next annual meeting or at a special meeting according to Article IV Section 4. Posting in the newsletter or website of an announcement of the upcoming approval vote shall be deemed sufficient notification. A yes vote by the majority present at the designated meeting shall constitute approval.
Section 2: Ensemble Operation
(a) Each ensemble will establish its own operating procedure and organizational structure, provided a liaison is maintained. Each ensemble must operate within the guidelines and restrictions provided in these bylaws as well as any policy passed by the authority of the Board. The general manager is responsible for ensuring that the ensemble complies with expectations set forth in the ensemble charter, in these bylaws and in board policy.
(b) Ensemble performances shall not conflict with performances scheduled by primary ensembles. The general manager will coordinate scheduling or delegate this responsibility as appropriate. If a conflict arises between potential performances, the general manager will decide which performance will be accepted and which declined with the understanding that preference is to be given to the primary ensemble unless extenuating circumstances exists to justify given priority to the smaller ensemble.
(c) All funds received by or payments made to any ensemble for performances given by any ensemble associated with Playing Out Productions/Lakeside Pride will be construed as assets of Playing Out Productions and will be turned over the Treasurer immediately upon receipt. Funds earned by particular ensembles will not be set aside especially for their use but shall be deposited in the general fund to be used for the organization as a whole as directed by the board.
(d) Requests by an ensemble for resources including and especially financial resources, should be submitted to the general manager who is subsequently obligated to submit these requests to the board for review. The general manager must report the board's decision to the ensemble's liaison. It should be understood that smaller ensembles may be more likely to receive payment for performances and that said payment is expected to support the organization as a whole.
(e) If auditions are to be held, they must be held in conformance with any audition policies that have been established by the board of Playing Out Productions.
Section 3: Dissolution of Ensemble
(1) Insufficient interest to join becomes apparent. Insufficient interest shall be prima facie demonstrated by one or more of the following occurring for at least 12 consecutive months:
a. failure to have sufficient members to provide full instrumentation necessary for the ensemble to perform.
b. failure to rehearse on a regular basis or perform at least once.
c. failure to report the ensemble's activities to the board.
In the event that a. b. or c. above occurs, the ensemble will automatically be dissolved and its charter revoked. The ensemble can only be reinstated by resubmitting its charter, or a revised charter, to the board for approval.
(2) Behavior and/or performance of members become detrimental to Playing Out Productions.
(3) Failure to meet guidelines set forth in charter.
(4) Failure to comply with by-laws and core values.
If (2), (3), or (4) occurs, any member of Playing Out Productions may petition the board, pointing out how the ensemble in question has failed to live up to its responsibilities under these by-laws, the core values, or the ensemble’s charter. If the complaint is deemed to have merit, the board shall informally request the ensemble take remedial action to correct the violation(s). If the ensemble fails to take appropriate remedial action, then 3 members of Playing Out Productions may petition the board for formal action up to and including revoking the ensemble’s charter and declaring the ensemble dissolved. The board shall consider and vote on the petition at its next board meeting
ARTICLE XII: CONDUCTORS OF PRIMARY ENSEMBLES
Section 2: Duties
(f) The conductor is expected to be available as a resource to all ensembles if requested, within reason.
Amendments to Bylaws
Adopted March 29, 2009
ARTICLE VI: Board Members
Section 1. Description and Selection
The Board shall consist of the seven elected officers and an even number of at-large board members, appointed as follows in this section. The composition of the officers on the Board will be as follows: Chair, Vice-Chair, Secretary, Treasurer, Development Director, Member Resources, Public Relations/ Marketing. The remaining Board Members will be non-officer appointed Board Members. The Board Officers will be elected by the membership in accordance with these bylaws. After annual elections, the Board Officers will appoint the remaining Board Members within 60 days of taking office.
The elected officers shall appoint an even numbered of at-large board members, no less than two and no more than six, to become members of the Board. Conductors of the major ensembles are not eligible to serve as Board Officers or non-officer appointed Board Members. Non-staff small ensemble conductors, assistant conductors, ensemble liaisons/ coordinators, ensemble librarians, and others who serve as volunteers with the major or small ensembles are eligible to be appointed to the Board.
The appointed non-officer Board Members must be approved by the membership. Membership approval will be sought at the next rehearsal of each major ensemble that is “in season” or next general meeting. Notification of this approval process including the slate of Board appointees must be provided to all voting members at least 48 hours in advance using the standard procedure for making announcements to members.
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