WINDHAM PHILHARMONIC BYLAWS
Article I Name
The name of the organization shall be the Windham Philharmonic, Inc .
Article II Purpose
The purpose of the Windham Philharmonic is to play and provide musical experiences that are in full accord with our values of love, beauty, acceptance and service. We commit to relating to the communities around us through being musicians who can hear and process what is actually happening in the world, and to providing leadership from our values. We specifically commit to taking actions to become fully inclusive.
Article III Membership
Membership eligibility requirements:
An individual who contributes financial, in-kind, or other services to the Windham Philharmonic, or who expresses a desire to be part of the Windham Philharmonic, is considered a voting Member of the Corporation.
Article IV Board of Directors: Elections, Duties
Section I Directors
Board: The Board of Directors shall consist of three Officers, and at least four non-officer Directors. The Directors may invite additional members to join the Board. The Officers will include President, Secretary, and Treasurer. The Music Director shall be a non-voting member of the Board
Section 2 Election
The Board of Directors shall present a slate of Directors and Officers to the members at the Annual meeting to be ratified by the Members by a simple majority either by ballot or voice vote.
Section 3 Vacancies
1. In case a vacancy shall occur for any cause in any office, the Board of Directors may by majority vote, fill such a vacancy by electing a replacement Director/Officer. Such appointments will only last until the next scheduled election for the position.
2. Any Officer or Director can be removed from the Board for just cause by a two-thirds vote of the Board.
Section 4 Meetings of the Board of Directors
1. Meetings of the Board shall be held regularly throughout each year, with a minimum of eight meetings.
2. Non-board members of the organization may be invited to attend all meetings by Board members
3. The Board may hold its meetings and transact its business through the use of electronic communication methods.
Section 5 Duties
President: The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee (if such a committee is created by the board.) The President may give notice of all meetings in lieu of the Secretary.
Secretary: The Secretary or the President shall give notice of all meetings of the Board of Directors, shall keep an accurate list of the Directors and shall have authority to certify any records or copies of records as official records of the organization. The secretary shall maintain minutes of the Board of Directors meetings and all Committee meetings. The Secretary will preside at meetings when the President is not available.
Treasurer: The Treasurer shall be responsible for conducting the financial affairs of the organization, as directed by the Board of Directors, and shall make report of the corporate finances as required.
Article V Committees
Section 1 Formation of Committees
Committees may be formed as necessary by the members of the Board and are encouraged to include non-board members.
Section 2 Music Director Selection Committee
The Music Director will be nominated by a Music Director Selection Committee, consisting of at least five members representing the orchestra’s constituencies: two from the Board of Directors, including the President or someone delegated by the President; two from the orchestra, widely representing the different sections; and one from the community at large. The membership will ratify the Selection Committee’s nomination by a majority attending a meeting. The Selection Committee will conduct yearly reviews of the Music Director by surveying Members. When the position of Music Director becomes vacant, the Selection Committee will propose a process for Board approval, and oversee that process, seeking broad input from players, audience members, and the broader community.
Article VI Amendment to Bylaws
Bylaws can be amended by the Board of Directors and ratified by a majority of Members who attend the annual meeting.
The text of the proposed changes shall be distributed to all members (10) ten days before the meeting.
Article VII Indemnification
Any Director or Officer that is involved in litigation by reason of their position as Director or Officer of this organization shall be indemnified and held harmless by the organization to the fullest extend authorized by law as it now exists or may subsequently be amended (but, in the case of any amendment, only to the extent that the amendment permits the organization to provide broader indemnification rights).
Linda Hecker, President of the Windham Philharmonic Inc. and Constance Green, Secretary of the Windham Philharmonic Inc., certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the Board of Directors on September 1, 2020.