CHEVALIER THEATRE ORGAN SOCIETY, INC

* *  BYLAWS  * *

Article I                 NAME

The organization under the name of Chevalier Theatre Organ Society, Inc. was formed to install a theatre pipe organ in the Chevalier Auditorium in Medford, Massachusetts.

Article II               PURPOSE

The object of this organization shall be:

To restore, install, and maintain a theatre pipe organ at the Chevalier Theatre.

To obtain the necessary funds by membership dues, grants, and donations.

To receive funds for theatre restoration.

The further object of this organization shall be to contribute to the musical education and cultural enrichment of the public by:

                Presenting concerts and shows featuring theatre pipe organ music.

                Encouraging the education and training of new performers on the

                theatre pipe organ.

Article III              GOVERNMENT

BOARD OF DIRECTORS – The Board of Directors shall consist of the elected officers and three Board members who are elected for three-year terms.   Initial 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 – Officers shall be elected and installed at the Annual Meeting of the Society in December.  The officers shall be a President, a Vice President, a Secretary and a Treasurer.  The offices of Secretary and Treasurer may be combined.  Officers shall perform, 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. 

The 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.

To be an elected officer or Board member, a person shall have been a member for one year.  The Board of Directors may vote to waive this requirement in an exceptional case.

Article IV              ELECTIONS

The President 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.

Article V               COMMITTEES

EXECUTIVE 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.

The President shall appoint ad hoc committees as the need arises.  The President appoints a committee chairman, who selects additional committee members as required to carry out the charge to the committee.  At the time a committee is appointed, the President shall state, for the record, the charge to the committee. 

All 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.   Upon completion of the charge, a committee will be dismissed.  The President shall be an ex officio member of all committees.

Article VI              MEETINGS

Regular meetings shall be held the third Wednesday of each month, March through December.  Temporary meeting changes may be made by the President, with prior notification to members.  Permanent 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.

One third of members shall constitute a quorum for the purpose of conducting business of the Society.

Article VII            MEMBERSHIP

There 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.  Dues 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.

The 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.

Article VIII           AMENDMENTS

Amendments to these Bylaws may be initiated in any of the following ways:

                Recommendation of the Executive Committee

                Petition of three or more Society members

Written 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.

Article IX              PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall be the parliamentary authority governing the conduct of all meetings, where not in conflict with these Bylaws.

Article X               DISSOLUTION

The 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 individual.

Upon 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] [3] of the Internal Revenue Code.

Article XI              INDEMNIFICATION OF OFFICERS

To the 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.

Date adopted:    July 10, 2002

Date amended:  December 18, 2002

Date amended:  April 16, 2003

Article XI added by amendment December 18, 2002

Article I replaced with new wording by amendment April 16, 2003