Bylaws of the Penobscot Bay Singers

ARTICLE I: NAME AND PURPOSESThe name of this Nonprofit Corporation is Penobscot Bay Singers (PBS) and its principal office is located at Belfast, Maine. Its general purposes shall be to present to the general public the best performance possible of works of classical and popular choral repertory and to provide an opportunity for singers, professional and amateur, to become involved in the rehearsal and the performance of such music

ARTICLE II: MEMBERSHIP A. ELIGIBILITY: Membership in good standing in Penobscot Bay Singers is subject to the following requirements:1. Any candidate for membership in Penobscot Bay Singers shall audition before the Music/Auditions Committee. Based upon the performance of a candidate at the audition, the Music/Auditions Committee shall approve, give probationary status or disapprove of each candidate for admission by a majority vote. While there is no specific limit to the total number of members or the number of members in each section of the PBS, the Music/Auditions Committee reserves the right to limit the number of members in order to maintain a manageable size of the PBS and a balance among sections. Auditions for new members shall be held at least annually at a time and place to be determined by the Music/Auditions Committee. While it is not a requirement of these Bylaws that members in good standing reaudition before the Music/Auditions Committee on an annual or any other periodic basis, the Music/Auditions Committee reserves the right at its discretion to require that any one or several or all members be required to reaudition to determine the current status of his or her or their musical ability. If the Music/Auditions Committee shall recommend removal of a member for lack of musical ability, the membership of such member may be terminated by a majority vote of the Music/Auditions Committee.2. To be a member in good standing, a member must pay annual dues in the amount established by the members, on or before November 1st of each year. Any member admitted after that date shall pay dues within four weeks after the date of admission. The Board of Directors reserves the right to waive the payment of dues by any individual member if it shall determine at its discretion that payment would create undue financial hardship.3. To remain a member in good standing members must attend rehearsals and performances on a consistent basis. Each member shall be entitled to be absent from no more than three rehearsals per concert. If a member misses more than three rehearsals prior to a concert, the member may perform at the concert only upon determination by the Music Director that he or she is adequately rehearsed and prepared to sing his or her part.4. To remain a member in good standing, a member must wear the uniform style of concert dress as may be determined by the Board of Directors from time to time.B. MEMBERSHIP LIST: A membership list shall be maintained on the books of the Corporation by the Treasurer together with a record of the amounts of dues paid and the date paid.C. DUTIES AND PRIVILEGES: Members in good standing are entitled to all the benefits and privileges associated with their membership including the right to rehearse and sing in concerts of the Penobscot Bay Singers. Each member, in good standing, shall be entitled to one vote, which may be exercised in person or by giving their proxy. Only members in good standing are entitled to vote at meetings of the Corporation, or to serve as Officers or Directors.

ARTICLE III: MEETINGS OF MEMBERS OF THE CORPORATIONA. ANNUAL MEETING: The Annual Meeting of the members shall be held prior to July 1 at a place and time determined by the Board of Directors and announced at rehearsal prior to the Pops Concert. The meeting shall transact any business which may properly come before the meeting including:1. The election of the Board of Directors and Officers.2. The establishment of the amount of membership annual dues.3. Treasurer's report.4. Report of the Personnel Review Committee.5. Vote on appointment of Musical Director and Accompanist and salaries for the succeeding year.6. Adoption of the annual budget.B. SPECIAL MEETINGS: Special Meetings of members may be called at any time by the President, by the Board of Directors, or by petition in writing signed by not fewer than five members of the Corporation entitled to vote.C. VOTING: At any meeting of the members of the Corporation, 50% of the members or proxies of members not present shall constitute a quorum for the transaction of business; and in the event no quorum is present, the members present shall have the power to adjourn from time to time until such quorum appears.D. NOTICE: Not fewer than seven days prior to each Annual Meeting or Special Meeting of Members, notice shall be given to all members setting forth the date, time and place of such meeting and indicating the nature of the business to be transacted. Notice may be given by mail, phone or by electronic transmission to all members.E. VOTING LIMITATION: No candidate for the position of Music Director or Accompanist shall participate in or vote upon his or her appointment for the position he or she is seeking or the establishment of his or her salary.

ARTICLE IV: BOARD OF DIRECTORS A. GENERAL POWERS AND LIMITATIONS: The property, affairs and activities of the Corporation shall be managed by a Board of Directors consisting of nine members. The Board shall establish the schedule of all rehearsals and concerts for the PBS. The Board of Directors shall have the power to make and terminate contracts as required to fulfill the mission of the Corporation. The Board of Directors shall define, establish, and maintain such policies and procedures as are necessary to the efficient and effective operation of the powers allowed to nonprofit corporations under the laws of the State of Maine, and applicable Federal laws, except as may otherwise be limited by the provisions of these Bylaws and the Articles of Incorporation.B. MEMBERSHIP: The Board of Directors shall consist of the four Officers and the following: Music/AuditionsChair, Communications Chair, Fund Raising Chair, Concert Manager and Music Librarian. The Music Director and Accompanist will serve as ex-officio members of the Board.C. ELECTION: The Board of Directors shall be elected at the Annual Meeting of the Corporation by the membersand each Director shall serve commencing July 1st for a term of one year or until his or her successor is elected and qualifiedD. VACANCIES: In case of a vacancy, the remaining Directors may elect a successor for the remainder of the vacantterm.E. REMOVAL: At a Special Meeting of Members called expressly for that purpose, the entire Board of Directors orany individual Director may be removed with or without cause, by vote of two thirds of the members present and voting in person.F. CALL AND NOTICE: The Board of Directors shall meet on call by the President or on written request filed with the Secretary by three or more Directors. The Secretary shall give notice at least seven days in advance to each Director of the time, place and date for each meeting.G. MEETINGS: The Board of Directors shall hold at least three formal meetings a season. All Board meetings shall be open to the general membership, but only Directors will be allowed to vote.H. COMMITTEES: The Board of Directors shall appoint members to all committees by the dates designated in these Bylaws.I. QUORUM AND VOTING: A quorum shall consist of a majority of current Directors then in office present in person or by conference telephone or similar communications equipment. Unless otherwise specified in these Bylaws, a majority vote of those present in person or by conference telephone or similar communications equipment will prevail on all matters to be voted on at a meeting of the Board.J. ELIGIBILITY: All Directors shall be members of the Corporation. No Board Member shall fill more than two of the nine positions on the Board.K. REGISTERED AGENT: The Board of Directors shall appoint a Registered Agent for the Association who shall serve until replaced and who need not be a member, but who must be a Maine resident, and whose duties shall be limited to those provided by Maine law.

ARTICLE V: OFFICERSA. PRESIDENT: The President shall be the chief executive officer of the Corporation. He/She shall preside at all meetings of the Members and of the Board of Directors and shall exercise general supervision over the management of the property and affairs of the Corporation. In the absence or inability of the President to perform any of the duties imposed upon her/him, the Vice President may exercise all of the powers of the President by order of the Board.B. VICE PRESIDENT: The Vice President shall assist the President in his/her duties and shall act in the place of and for the President in the event of the President's absence.C. SECRETARY: The Secretary shall keep and maintain the minutes of all business meetings of the members and of the Board of Directors and shall be responsible for all written correspondence of the Corporation. The Secretary shall maintain attendance records for rehearsals and performances, and shall report regularly thereon to the Music Director. The Secretary shall schedule auditions as required. The Secretary shall keep a record of the names and addresses of all members and committee assignments. The Secretary shall also perform such other duties as are incident to the Secretary's office as required by the laws of the State of Maine.D. TREASURER: The Treasurer shall keep correct and suitable books of account and shall keep a record of the members and the date and amount of dues paid. The Treasurer shall keep an account for all monies, funds and properties of the Corporation which shall come into his/her hands and shall receive all contributions and shall make a written report to the members at the Annual Meeting. He/She shall make sure that all concert receipts are counted by at least one other person after each concert. He/She shall deposit all money of the Corporation in its name in a bank or place of deposit selected by the Board of Directors. He/She and such other Officers as may be authorized by the Board of Directors from time to tune shall sign all checks, drafts, notes and orders for the payment of money, and shall pay out and dispose of the same under direction of the Board of Directors.

ARTICLE VI. ADDITIONAL BOARD MEMBERSA. MUSIC/AUDITIONS CHAIR: The Music/Auditions Chair shall be Chair of the Music/Auditions Committee (see Article VII, Sec. A below)B. COMMUNICATIONS CHAIR: The Communications Chair shall be responsible for the preparation of press releases, necessary photography, and advertisements for all appropriate media and any printed materials necessary for PBS productions.C. FUND-RAISING CHAIR: The Fund Raising Chair shall be responsible for the coordination of fund raising activities including the solicitation of business advertising and patron support.D. CONCERT MANAGER: The Concert Manager shall conduct all negotiations for public performances on behalf of the Corporation and secure and make physical and logistical arrangements for all concert and rehearsal halls which may be required. He/She shall make all arrangements for piano tuning, staging, lighting, seating and amplification under the direction of the Music Director.E. MUSIC LIBRARIAN: The Music Librarian shall be responsible for obtaining music, either through purchase or loan, for distributing music to members of the PBS, and for maintaining an inventory of all music owned by the PBS. Sheet music shall be purchased only by the President or Treasurer.

ARTICLE VII: COMMITTEESA. MUSIC/AUDITIONS COMMITTEE: The Music/Auditions Committee shall consist of the Chair, the Music Director and the President and Secretary. They shall recommend a yearly concert schedule to the Board of Directors by September 1st of each year. The Music/Auditions Committee shall select and arrange for the acquisition of all music to be performed by the Penobscot Bay Singers. The Music/Auditions Committee shall conduct auditions of all candidates for membership in the Penobscot Bay Singers. No professional soloists or instrumentalists shall be retained by the Music/Auditions Committee without first obtaining approval of me Board of Directors of the compensation to be paid. B. NOMINATING COMMITTEE: The Nominating Committee shall be appointed by the Board of Directors in March of each year and shall consist of the Music/Auditions Chair and up to one member-at-large from each section of the PBS for a minimum of three members. Prior to the Annual Meeting of Members, the Nominating Committee shall solicit members to be nominated for election as Directors and Officers of the Corporation. The Committee shall prepare and present a ballot to the Annual Meeting. Any unfilled positions may be nominated from the floor at the annual meeting.C. PERSONNEL REVIEW COMMITTEE: The Personnel Review Committee shall consist of the President, the Secretary and the Music/Auditions Chair. All members are invited to submit feedback to the board prior to June 1 for consideration before the annual meeting. Prior to the Annual Meeting of Members, the Personnel Review Committee shall meet privately and separately with the Music Director and Accompanist to review the results of this evaluation, consider the concert results for the year, to discuss any complaints or concerns they may have, and to review any salary demands. The Committee shall present the result of this review and make recommendations to the members at the Annual Meeting. D. BUDGET COMMITTEE: A Budget Committee consisting of the President, Vice president and treasurer with input from the music chair, director and members shall prepare a proposed budget by May 15th for presentation at the Annual Meeting of members.E. SECTIONS: Four sections for Soprano, Alto, Tenor and Bass shall each be represented by a section leader who is responsible for all communication between the Board and the section members regarding rehearsal cancellations and rescheduling. Section leaders should also communicate any feedback to the Board as they feel called to from discussions within the section or with members.

ARTICLE VIII: STAFF POSITIONSA. MUSIC DIRECTOR: The Music Director shall be appointed annually by the members and shall be compensated for his/her services in an amount determined by the members at the Annual Meeting. The Music Director is responsible for conducting all rehearsals and public performances of the Penobscot Bay Singers. He/She shall direct the staging, lighting and amplification of concerts by advising the Concert Manager of such requirements. He/She shall participate in the selection of music and the selection of members, soloists and instrumentalists as a member of the Music/Auditions Committee. He/She shall designate among the members an assistant conductor to direct rehearsals in his/her absence. The Music Director is an ex-officio member of the Board of Directors.B. ACCOMPANIST: The Accompanist shall be appointed annually by the members and shall be compensated for his/her services in an amount determined by the members at the Annual Meeting. The Accompanist accompanies the PBS at all rehearsals and also provides accompaniment (piano, harpsichord or organ) as needed at concerts. He/She provides musical advice and counsel to any PBS member as well as to the Music Director on request. The Accompanist is an ex-officio member of the Board of Directors.

ARTICLE IX: FINANCIAL AFFAIRSA. FISCAL YEAR: The fiscal year of the Corporation shall be July 1 - June 30.B. AUDIT: The Board of Directors shall appoint an auditor or auditors who shall review the financial records of the Corporation over the summer and present a report prior to the first board meeting in the fall.

ARTICLE X: LIABILITY OF DIRECTORS AND OFFICERSA. LIABILITY: No director shall be liable to this corporation except for his/her own acts, neglects and defaults in bad faith. No directors shall be liable out of his or her personal assets for any obligation or liability incurred by this Corporation or by the directors. The Corporation alone shall be liable for the payment or satisfaction of all obligations and liabilities incurred in carrying on the affairs of this Corporation.B. INDEMNIFICATION: Each member of the Board of Directors and each officer of the Corporation may at the discretion of the other members of the Board of Directors be indemnified by the Corporation against all loss, costs, damage, expenses and charges reasonably incurred or suffered by them in connection with the defense or reasonable settlement of any action, suit or proceeding to which the director may be made a party by reason of the director having been a member of the Board of Directors.C. INSURANCE: The Corporation shall have the power to purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation.

ARTICLE XI: GAINNo part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out one or more of its purposes), and no member, director, or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on Dissolution of the Corporation.

ARTICLE XII: PERMITTED ACTIVITYThe Corporation shall not carry on any other activities not permitted to be carried on a) by a corporation exempt from federal income tax under Section 501(cX3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE XIII: AMENDMENTS TO ARTICLESThe Corporation may amend its Articles of Incorporation from time to time, as long as the amended provisions might have lawfully been contained in the original Articles of Incorporation on the effective date of such amendment. An amendment shall be adopted at an annual meeting or a special meeting of the Corporation upon receiving the vote of a majority of those members present and voting. The proposed amendment shall be given to each member seven days prior to the meeting. Upon passage of the amendment the Secretary shall arrange for the amendment to be executed by the Corporation and submitted for filing with the Secretary of State. The amendment shall be effective upon the date of filing

.ARTICLE XIV: AMENDMENTS TO BYLAWSThese Bylaws may be amended by a majority vote of the membership at any Annual Meeting or at any special meeting called for that purpose. Proposals for amendments to these Bylaws may be made by the Board of Directors or by petition in writing signed by not fewer than five members, provided that the proposed amendment shall have been submitted to the Board of Directors in writing at least fourteen days prior to action on the same by the members. The Board of Directors shall submit all proposals for amendments to the Bylaws to the membership at least seven days prior to any vote on adoption of the same.

ARTICLE XV: RULES OF ORDERRoberts' Rules of Order, as amended, shall govern in questions of parliamentary procedure, except as herein otherwise provided.

ARTICLE XVI: DISSOLUTIONUpon the dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and as a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Title 13B of the Maine Revised Statutes as amended.Bylaws as most recently amended by the members of the Penobscot Bay Singers at a duly called meeting held on June 17, 2015.Linda Dunson, Secretary Penobscot Bay Singersa paragraph.