Bylaws
Article I. Name
The name of this organization shall be the Cave Run Symphony Orchestra Society (CRSOS). The performing arm of the CRSOS consists of professional and semi-professional musicians, music professors and teachers, and highly qualified, auditioned student musicians from throughout the region.
Article II. Mission
The mission of the CRSOS is to perpetuate and promote the rich tradition of live symphonic music by presenting high caliber concerts. The CRSOS shall also provide educational and enrichment activities for college and high school students, thereby contributing to the quality of life for people of all ages and ethnicities throughout the region. The Society shall be constituted as a non-profit corporation under the laws of the Commonwealth of Kentucky and shall seek and maintain federal tax-exempt status under the U. S. Internal Revenue Code.
Article III. Membership in the CRSO Society
The CRSO Society is comprised of all individuals who have made gifts and/or grants, served as sponsors or purchased program advertising in support of the Orchestra in the current fiscal year. Yearly membership includes voting privileges at the annual meetings.
Article IV. Fiscal Year
The fiscal year shall run from July 1 through the following June 30.
Article V. Governance
Section 1. Board of Directors (Board)
The CRSOS shall be governed by a Board, which will consist of eleven (11) individuals.
- A Board Chair, who shall preside at all Board meetings, and shall be an ex-officio member of all committees.
- A Vice Chair, who shall preside over meetings in the absence of the Chair.
- A Secretary, who shall keep the minutes of Board meetings and annual membership meetings; and send or authorize the sending of notices of Board meetings and membership meetings. A Treasurer, who shall authorize the depositing of money and payment of expenditures to or from CRSOS accounts. Requests for payments shall be authorized by the Chair or Vice Chair. The Treasurer shall make a report of financial standing at each Board meeting and each Society annual meeting.
- A musician who currently performs in the CRSO, selected by the Artistic Advisory Committee, chosen within 30 days of the annual meeting.
- The Chair of the Artistic Advisory Committee.
- Five (5) at-large individuals, elected by the Society from the membership. Board officers shall be elected at the annual membership meeting. To provide for continuity, the terms for individuals coming to the Board at reorganization shall be staggered in the following manner: four (4) Directors shall serve for three (3) years each; four (4) directors shall serve for two years each; the three (3) remaining Directors shall serve for terms of one year each. Term lengths for all newly elected or reelected Directors shall be three years. Midterm vacancies on the Board shall be filled by appointment through a vote of the Board to fill the unexpired term until the next annual meeting. A quorum at any Board meeting shall consist of a simple majority of those serving at the time.
Duties of the Board shall include acting on requests from the various CRSOS committees for expenditures and/or changes in operating procedures. Board members shall also assist with fundraising, marketing, and volunteer staffing of sponsored events.
Section 2. Annual Meeting
There shall be an annual meeting within 45 days following the end of each fiscal year, at which time elections shall be held for Board officers and for
election and/or reelection of Directors. Notification of the meeting shall be issued by the Secretary at least 10 days prior to the meeting. A quorum at the annual meeting shall be constituted by those CRSO Society members in attendance, either in person or by electronic media.
Section 3. Regular Meetings
The Board shall meet regularly, the frequency to be determined by the Board. All Board, Committee, and Society meetings shall be conducted according to Robert’s Rules of Order.
Section 4. Committees
The Executive Committee shall consist of the Board officers. The Executive Committee shall have the authority to direct the affairs of the CRSOS between meetings of the Board. Executive Committee meetings will be called by the Chair or Vice Chair. The presence of three of the four members of the Executive Committee shall constitute a quorum for such meetings.
Artistic Advisory Committee (AAC)
The AAC shall consist of not fewer than five nor more than seven members who shall be elected as needed by its members. The AAC also shall elect its own chair. The AAC is responsible for, but not limited to decisions related to the musical aspects of the CRSOS, e.g., selection of all musicians including the conductor; selection of musical programming; and preparing program notes for each performance.
Logistics Committee
The Logistics Committee is responsible for, but not limited to venue locations; arrangements for physical setup and striking of all rehearsals/performances; distribution of music; authorship of contracts; design and printing of the complete printed program with personnel lists and advertisements. At least one member of the Logistics Committee shall serve on the Artistic Advisory Committee to communicate recommendations. The Logistics Committee shall consist of at least three Board members, the Orchestra Librarian, the personnel manager, and stage manager. The responsibilities of the Orchestra Librarian include ordering, distributing, and collecting music; contacting hired musicians, along with collecting contracts and arranging payment in coordination with the Treasurer. Annual appointment of the Logistics Committee shall be made by the Board Chair in consultation with the AAC. The Orchestra Librarian, Orchestra Personnel Manager, and Orchestra Stage Manager shall be appointed by the AAC.
Other Committees
The Board may establish other standing or ad hoc committees and appoint CRSO Society members to them to carry out the business of the CRSOS.
Section 5. Adoption and Amendment of By-laws
The by-laws of the CRSOS shall be adopted, amended or repealed by the CRSO Society membership by a majority vote of the members present at the annual meeting. The by-laws may be altered by written notification to CRSO Society members at least ten (10) days prior to the annual meeting.
Section 6. Dissolution
The CRSOS may be dissolved by a two-thirds vote of the Society members, at a special meeting of the CRSO Society called expressly for that purpose. Upon dissolution, any remaining money in the CRSOS accounts shall be distributed to other non-profit organizations and may only be used as specified by the CRSOS in its Order of Dissolution.
Article VI. Finances
All income and expenditure activity of the CRSOS shall be entered and maintained in an account established by the Board of Directors and administered by a Business Manager who shall be appointed by the Board Chair and whose compensation shall be determined by the full Board.
(Amended Sept. 7, 2023)