* BYLAWS *
organization under the
name of Chevalier Theatre Organ Society, Inc. was formed to install a
theatre pipe organ in the Chevalier Auditorium in Medford,
this organization shall be:
restore, install, and maintain a theatre pipe organ at the Chevalier
obtain the necessary funds by membership dues, grants, and donations.
receive funds for theatre restoration.
further object of this organization shall be to contribute to the
musical education and cultural enrichment of the public by:
shows featuring theatre pipe organ music.
and training of new performers on the
OF DIRECTORS – The Board of Directors shall consist of the
elected officers and three Board members who are elected for three-year
terms: The term of
one shall expire December 31, 2003; the term of another shall expire
December 31, 2004; the term of a third shall expire December 31, 2005.
The Board of Directors shall meet regularly at a time determined by the
Board. The Board of Directors shall plan and manage the affairs of the
Society in order that meetings of the membership be relieved of as much
business as possible, but its actions shall be fully reported to the
Society and be subject to any action that may be taken by the members
at a regularly held meeting.
– Officers shall be elected and installed at the Annual
of the Society in December. The
shall be a President, a Vice President, a Secretary and a Treasurer. The
offices of Secretary and Treasurer may be
respectively, the duties generally incident to their offices. The
President shall preside at all meetings of
the Executive Committee and of the Board of Directors and of the
Society. In the
absence of the President,
the Vice President shall assume the duties of the President.
term of office of officers shall be one year. All
officers may be re-elected immediately and serve an indefinite number
of terms. In the
event of a vacancy in any
office, the Executive Committee shall appoint a member in good standing
to fill the unexpired term.
be an elected officer or Board member, a person shall have been a
member for one year. The Board
Directors may vote to waive this requirement in an exceptional case.
shall appoint a Nominating Committee of three Society members at the
October meeting of the Society. The report
of the Nominating Committee shall be made at the November meeting. The
slate shall be sent to the membership by
mail prior to the Annual Meeting in December.
COMMITTEE - There shall be an Executive Committee, which shall consist
of the elected officers and the immediate Past President. The Executive
Committee shall meet as often as deemed necessary by the President. The
Executive Committee may be convened on
call of the President or Vice President.
President shall appoint ad
hoc committees as the need
President appoints a committee
chairman, who selects additional committee members as required to carry
out the charge to the committee. At
time a committee is appointed, the President shall state, for the
record, the charge to the committee.
committees shall report at each Society meeting. Any
committee work that involves the expenditure of Society funds shall be
subject to the authority of the Executive Committee.
completion of the charge, a committee
will be dismissed. The
President shall be
an ex officio
member of all committees.
meetings shall be held the third Wednesday of each month, March through
meeting changes may be
made by the President, with prior notification to members.
changes in the meeting schedule
shall be subject to majority vote of the membership present at a
regular Society meeting, provided thirty days written notice of the
proposed change has been given.
third of members shall constitute a quorum for the purpose of
conducting business of the Society.
shall be one class of membership, Regular Member. Annual
dues shall be set at the Annual Meeting in December and shall be due
and payable January 1 of each calendar year. The
Treasurer shall arrange for each member to be billed.
shall be nominal and shall be for the
incidental expenses of the Society. There
shall be a category of single membership with payment of full dues. Each
additional member in the same household
may become a member for one-half the full dues. Voting
rights are limited to two per family membership.
Society reserves the right, after due hearing before the Executive
Committee, to dismiss or suspend any member at any time for conduct
prejudicial to the best interests of the Society, or for failure to
abide by the Bylaws of the Society.
these Bylaws may be initiated in any of the following ways:
of three or more
announcement and publication of the proposed Bylaws change(s) shall be
made at least thirty days prior to the next regular Society meeting at
which voting shall take place. A
two-thirds majority of votes cast by those present shall be required
for adoption of a proposed amendment, which shall become effective
immediately, if adopted.
Rules of Order shall be the parliamentary authority governing the
conduct of all meetings, where not in conflict with these Bylaws.
property of this corporation is irrevocably dedicated to charitable and
educational purposes, and no part of the net income or assets of this
organization shall ever inure to the benefit of any officer, director,
or member of this corporation, or to the benefit of any private
the dissolution of
this corporation, and after paying or adequately providing for the
debts and obligations of the corporation, the remaining assets shall be
distributed to a non-profit fund, foundation, or corporation, which is
organized and operated exclusively for charitable and educational
purposes and which has established its tax exempt status under Section
501 [c]  of the Internal Revenue Code.
maximum extent allowed by law, no current or former director of the
Corporation shall be liable to the corporation or its members for
breach of fiduciary duty as director, except for: (1) breach of the
duty of loyalty to the Corporation or its members, (2) acts or
omissions not made in good faith or which involve intentional
misconduct or a knowing violation of law, or (3) for any transaction in
which the director derived an improper personal benefit.
adopted: July 10,
amended: April 16,
added by amendment December 18, 2002
replaced with new wording by amendment April 16, 2003