Bylaws of the Fargo Moorhead Area Youth Symphonies

I. Name

The name of this organization shall be the Fargo Moorhead Area Youth Symphonies (FMAYS), Incorporated.

II. Purpose and Policies

A. Purpose

To provide students with additional opportunities for participation and enrichment in orchestral beyond their existing school orchestra experience.

B. Policies

The success of FMAYS is dependent on the success of the public and private school instrumental music program as a whole. Therefore, public and private school instrumental participation is encouraged and must be given first priority in every phase. Acknowledgment is made of the fact that the success of the public and private school program must be considered paramount and that the primary function of the youth symphony is an embellishment to the public and private school program.

FMAYS does not discriminate on the basis of race, creed, gender, religion or national origin.

III. Student Participants

A. Selection and Qualifications

1. Student participation will be by audition only and students will be encouraged to maintain satisfactory membership in their public and private school orchestra and/or band.
2. The Junior High Concert Strings will be composed of students in grades six through eight, and the Senior High Symphony Orchestra, in grades nine through twelve.
3. Any exception must be by the music conductor in accordance with organizational policy.
4. Rehearsal and concert attendance standards will be set and maintained at the discretion of the conductors with music education committee approval.

B. Fees

Student participation fees will be set by the board of directors and will be assessed at the start of each session.

IV. Music Conductors and Artistic Director

A. Selection

Music Conductors and Artistic Director, as determined as appropriate by the board of directors, will be selected by the board of directors of FMAYS. The application process is open to any person with qualifications and experience relevant to the position. A selection committee will be appointed by the board of directors to establish standards and review the application process.

B. Duties
The following duties are carried-out according to organizational policies:
1. Direct all rehearsals and concerts.
2. Select and submit programs for each season’s concert series with approval from the music education committee of the board.
3. Accompany symphony participants on any out of town concert trips.
4. Audition student participants.
5. Serve as a non-voting ex officio member of the board of directors.

C. Evaluation

Performance reviews of the music conductors, and artistic director will be given at least annually by the executive committee or a designee.

V. Board of Directors

A. General Powers and Qualifications

The business and affairs of FMAYS, including the employment and hiring of executive director, artistic director, conductors, and legal counsel shall be managed by the Board of Directors.

At least one-third of the board shall derive their primary income from music or a related field, and at least one-third of the directors shall derive their primary income from a non-music related field.

B. Composition of the Board of Directors

The candidates of the Board of Directors shall be recruited by the nominating committee from among parents of participating students, the music sector, and the private sector (community and business representatives). The size of the Board of Directors will range from a minimum of eight to a maximum of sixteen members.

C. Length of Terms

The established number of members of Board of Directors shall be selected to serve a two-year term. The member may serve three consecutive two-year terms.

D. Executive Committee

The Board of Directors may establish an executive committee consisting of the president, vice-president, treasurer, secretary and executive director. Such committee may meet at stated time or on notice to all members given by any of their own number.

During the intervals between meetings of the Board of Directors, such committee shall advise and aid the officers in all matters concerning the business and affairs of FMAYS and generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time to time.

E. Attendance at Board Meetings

Attendance at a majority of board meetings is expected of each member.

F. Executive Committee Meetings

The Board of Directors may delegate to such committee authority to exercise all the powers of the Board of Directors while the Board of Directors is not in session.

Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. A quorum for transaction of business shall consist of a majority of the executive committee.

VI. Officers

A. Titles

The officers of the corporation shall consist of the president, the vice president, the secretary and the treasurer.

B. Election, Terms of Office and Qualifications

At each annual meeting, a quorum of the full board of directors shall elect the president, vice president, secretary and treasurer. The officers shall hold office until the conclusion of the next annual meeting of the directors or until their successors are elected and qualify.

C. Removal and Vacancies

Any officer may be removed from office by the Board of Directors, with or without cause, and no officer shall be granted any contractual right of office. If there is a vacancy among the officers of the corporation by reason of death, resignation or otherwise, such vacancy shall be filled of the unexpired term by the appointment by the Board of Directors.

D. Description of Duties

1. The President shall:
• Have general control over the business of FMAYS.
• Preside at all meetings of the board of directors.
• See that all orders and resolutions of the board of directors are carried out.
• Be a ex officio, non-voting member of all committees and appoint committee chairperson subject to approval by the board.
• Sign and execute such documents as may be required for the business of FMAYS.
• Perform other duties as may be prescribed by the Board of Directors.
• Serve one year as president of the Board of Directors and the following year as a ex officio, non-voting member of the Board of Directors in order to provide continuity. The president may serve two consecutive one-year terms if so elected by the board, given that it is in compliance with term limits. Upon the completion of the presidency and if beyond the term limit, the president may serve as an ex officio of the Board of Directors. The year as an ex officio, non-voting member may be in addition to the previously specified term limits.

2. The Vice President shall:
• Assist the President.
• Appoint a parent volunteer coordinator.
• Have such powers and shall perform such duties as may be specified in the by-laws, prescribed by the President of the Board of Directors.
• Succeed to the power and duties of the President in the event of his/her temporary absence or disability.

3. The Treasurer shall:
• Cause to be kept accurate accounts of all monies of the FMAYS received or disbursed.
• Render to the President and the Board of Directors, whenever required, an account of the financial condition of the corporation.
• Help prepare the annual budget.
• Supervise the receipt, deposit and disbursement of the funds of the corporation in accordance with policies established by the Board of Directors.
• Sign all checks drawn in the name of the FMAYS, unless the Board of Directors shall have designated some other person to do so.
• Present a treasurer’s report to the Board of Directors no less than quarterly.
• Perform other duties as may be prescribed by the Board of Directors or by the President.

4. The Secretary shall:
• Be the secretary, or the secretary may assign a designee upon his/her absence of a meeting, of all meetings of the Board of Directors and shall record all proceedings of such meetings in the minute book of FMAYS and maintain such records.
• File copies of committee reports.
• Perform other duties as may be prescribed by the Board of Directors or by the President.

VII. Committees

The Board of Directors may establish standing committees by making such regulations, as it deems advisable with respect to the membership, authority and procedures of such committees. Special committees may be selected to deal with specific matters, and cease to exist after the assigned task is completed.

At least two months prior to the annual meeting, the President shall appoint a nominating committee, subject to ratification by the board, which shall consist of two to three members. The nominating committee shall report their nominations to the board at the regular meeting of the board that immediately precedes the annual meetings.

VIII. Meetings

A. Annual Meeting

An annual membership meeting shall be held at such time and place as may be designated by the Board of Directors, for the purpose of electing the officers of the corporation and the Board of Directors and for the transaction of such other business as shall come before the meeting.

B. Regular Meetings

Regular meetings of the Board of Directors shall be held at such time and place as may be fixed by the executive committee.

C. Special Meetings

Special meetings of the Board of Directors may be called by the President, or by any two of the directors, and shall be held at such time and place as may be designated in the notice of such meetings.

D. Notice of Meetings

Notice of each annual and regular meeting shall be given by the executive director to each of the directors of the Board at least five days prior to the meeting by writing, electronic mail, telephone, or in person. Notice of special meetings shall be given to each director of the Board at least 24 hours in advance by the President or Secretary by writing, electronic mail, telephone, or in person.

E. Quorum

A quorum for the transaction of business at any meeting of the directors shall consist of one-half of the full membership of the board.

F. Voting

Any action taken by a majority of the directors present at a meeting at which a quorum is present shall be the act of the board. The directors shall vote on all matters presented to the board as individuals without regards to the manner in which they have been designated or elected as directors. No director may give a proxy for himself or vote by proxy.

IX. Executive Director, Other Employees

The Board of Directors may employ an executive director to administer the routine affairs of the corporation and other duties as delegated by them. Performance of the manager shall be evaluated at least annually by the executive committee or a designee according to criteria specified in the executive director’s job description and other objectives specifically assigned.

The manager shall serve as an ex officio, nonvoting member of the Board of Directors.

Other positions may be created by the Board of Directors to fill the needs of the corporation. In each case, a job description of that position shall be prepared and criteria for an annual performance evaluation established.

X. Amendments.

A. The President, with the approval of the Board of Directors, may appoint a by-laws committee for the purpose of amending the by-laws.
B. The by-laws may be amended by a two-thirds vote of the total Board of Directors, providing that proposed amendments have been presented at a regular meeting prior to the voting meeting or mailed or electronically mailed to each voting member at least one week prior to the date of the voting meeting.
C. The by-laws chairperson shall have the authority to make necessary technical and typographical changes to the by-laws to assure editorial continuity. These technical and typographical changes shall be reported to the board.

3/15/03