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PROMETHEUS SYMPHONY ORCHESTRA PRACTICES, POLICIES and BY-LAWS 2013-2014 Season TABLE of CONTENTS

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PROMETHEUS SYMPHONY ORCHESTRA PRACTICES, POLICIES and BY-LAWS 2013-2014 Season TABLE of CONTENTS PROMETHEUS SYMPHONY ORCHESTRA PRACTICES, POLICIES AND BY-LAWS 2013-2014 Season TABLE OF CONTENTS INTRODUCTION……………………………………………..……….2 Part I Orchestra Governance……………………………………… 3 A. Governance Structure Elections Board of Directors Board Functions Officers B. Board of Directors Meetings …………………..……… 4 C. Committees…………………………………….………. 4 D. Budget, Finances, Insurance………………………… 4 E. Concert Season, Venues, Rehearsals ………………... 5 Part II Orchestra Members…………..…………………………….. 6 A. Membership in Prometheus Symphony………..….… 6 B. Member Information and Responsibilities………..… 6 For Member website page / Rehearsals / Music Parts Part III Orchestra Committee ……………………………………… 7 Admission and Retention Policy……….……..……………. 7 Part IV Membership Dues Policy……………………….…………... 8 Part V Member Roster and Program Personnel List ………..…… 9 Part VI Member Information Handout …………...…………….…. 10-11 Part VII Website, E-Mail, Publicity and Outreach……………….… 11 Part VIII Merritt College and Prometheus…………………………… 12 Part IX Concert Programs - Content, Acknowledgments, and 12 Advertisements with rates………………………….…… Part X Free-Admission Policy…………………………………..… 13 Part XI Non-Profit 501(c)(3) Status and Contributions Policy 13-14 Part XII Grants and Employer “matching grants” 14 Part XIII Khuner Young Artist Concerto Competition ……………. 15-16 Rules and Application Form ………………………………. 17 Part XIV Prometheus Symphony Orchestra History (as of 2005)…... 18-19 Part XV Concert Production Checklist…………………….……..… 20-21 Part XVI Prometheus Symphony Orchestra BY-LAWS ………….… 22-30 INDEX to Book of Practices, Policies and By-Laws………………………...31 1 INTRODUCTION TO BOARD of DIRECTORS’ BOOK of PRACTICES, POLICIES AND BY-LAWS The purpose of this book is to describe the Prometheus Symphony Orchestra's governance and to summarize the Orchestra’s operational practices and policies. Each section identifies the provision in the By-Laws, if any, that affect the stated practices and policies. The full text of the By-Laws is included as Part XVI. The Index identifies topics both in the narrative text and in the By-Laws. The "practices" described herein are those the Orchestra and its Board of Directors customarily follow, and which are in conformance with the By-Laws. The By-Laws’ provisions are mandatory and can only be changed by a formal amendment. In contrast, the statements of practice in this book do not mandate that the Board or the Orchestra follow the described practices. Rather, the descriptions are intended to assure the Board and its committees are aware of existing practices, for purposes of consistency and efficiency in administration. When practices evolve or are changed, this book will be updated to assure accuracy. The "policies" described herein are those formally adopted by a vote of the Board of Directors. The Board can only adopt a formal policy if it does not conflict with the By-Laws. The Board may at any time amend, rescind, or add such policies and will update this book accordingly. The Board plans to re-issue this book annually, with each edition identified by the Season dates. The first edition was entitled "2012-2013 Season." Each edition will update provisions that may change with a new Season and also reflect changes in practices or policies and amendments to the By-Laws, if any. Each edition will remain in effect until the Board issues the next edition, even if a new season has begun. The Board publishes each edition electronically and makes it available to the Board members and the Music Director. Past seasons' books will be retained in the Orchestra's archives. PSO Book of Policies, By-Laws 2013-14 Season (9/12/13 update) page 2 Part I ORCHESTRA GOVERNANCE A. Governance Structure -- Elections, Board of Directors and Officers The Prometheus Symphony Orchestra was initiated in 1964 as a class at Merritt College but then became an independent, community based volunteer orchestra. It incorporated in 1979 as a not-for- profit entity under California law. As part of the incorporation process, Orchestra members adopted By- Laws that specify how the Orchestra is governed. The members have amended the By-Laws from time to time (Reprinted below, Part XV) • Election of the Board: The By-Laws provide that Orchestra members can vote at regular or special meetings. A quorum is 20 Orchestra members. Orchestra members nominate candidates for the Board of Directors and hold an election at the annual membership meeting, customarily at a rehearsal toward the end of the concert season (May or June). The Board is elected for the following fiscal year (July 1-June 30). There is no limit on how long a member may serve by re-election. Board policy encourages nominations that will provide representation from each section of the orchestra (upper strings, lower strings, woodwinds, brass). • Board of Directors: The By-Laws require a Board of no more than 20 members. Traditionally, only playing members of the Orchestra serve as Directors. Board members and officers receive no compensation for their services. They cannot be held personally liable for Prometheus activities (By-Laws Article IX). Board members for the 2013-14 Season are: John Gilbert timpani), President; Jeffrey Bellamy (tuba), Vice-President; Bonnie Bogue (bassoon), Secretary; Bruce Von Kugelgen (trombone), Treasurer; Karl Sevareid (bass); Catherine Jennings (flute); Joyce Vollmer (violin); Keith Sklower (oboe); Sandy Schniewind (bass); Jennifer Ziebarth (cello); Valerie Herr (cello). Email [email protected] reaches all Board members and the Music Director.. • Board Functions and Duties: The Board acts as a committee of the whole to manage all aspects of the Orchestra’s operation. Traditionally, the Orchestra has no paid staff other than the Music Director; therefore, the Board members’ duties include: o budgeting, financial transactions, fundraising, dues collection, tax status compliance o contracting with the Music Director o working with the Music Director in creating the concert season o arranging and contracting for rehearsal and concert venues o doing season and concert publicity, compiling and maintaining mailing lists o creating and maintaining website and Facebook o planning Orchestra’s activities and future direction o creating and serving on working committees for temporary and ongoing activities o archiving Orchestra records o managing concert production, using a checklist (included as Part XV). PSO Book of Policies, By-Laws 2013-14 Season (9/12/13 update) page 3 • Officers: The Board elects officers from among Board members, which include President, Vice-President, Secretary and Treasurer. Officers’ duties are specified By-Laws Article VI. o The President has executive authority, with the Board’s authorization, to act on behalf of the Board and the Orchestra, such as signing contracts and negotiating for venues. In practice, the President maintains regular contact with the other officers, the Board, and the Music Director prior to acting on behalf of the Board. The President has custody of all official documents of the Prometheus Symphony Orchestra and maintains the Orchestra archives. o The Treasurer has By-Law authority to collect and disburse funds, as authorized by the Board (see Budget, Finances, below). The Secretary creates Board meeting minutes and performs other duties at the direction of the Board. B. Board of Directors Meetings The Board meets in regularly scheduled meetings, customarily about 2 weeks prior to each concert, and in an annual all-day retreat. The Board may call special meetings between scheduled meetings. The Board’s established practice allows special meetings to be conducted by teleconference or email, if the Board decides that urgency so requires. • Quorum. A quorum for a Board meeting is 4 members. (By-Laws Article V), Action is authorized if approved by a majority of Board members present at any meeting. • Minutes of Board meetings are prepared by the Secretary and maintained by the President in Prometheus Symphony official files. By practice, the Minutes are distributed electronically to every Board member after each meeting and approved and adopted at the next meeting.. C. Committees The Board may appoint committees consisting of Board members and/or members of the Orchestra. A committee may be temporary, for a specific issue such as venue search, or may be a standing committee, such as the Khuner Concerto Competition Committee. The only committee required by the By-Laws is the Orchestra Committee (see Part III). D. Budget, Finances, Insurance The fiscal year begins July 1 (By-Law Article XII). The Board adopts an annual budget, customarily at the summer retreat. The Treasurer: o creates a budget for Board approval o maintains financial records, reporting to the Board at every meeting o records income and expenses o maintains bank accounts and checkbook o writes checks for approved expenditures o collects and deposits income from dues, donations and grants o records donations and membership dues by name and year o acknowledges donations by letter and in concert programs o maintains tax and insurance status. PSO Book of Policies, By-Laws 2013-14 Season (9/12/13 update) page 4 • Income comes from member dues (Part IV), audience and member contributions (Part X), ads in concert programs (Part IX), concert concessions, and grants (Part XII). • Expenditures, approved by the Board, customarily include rehearsal and performance space, music rental, program and publicity printing, postage, fees to Merritt College (Part VIII), and the compensation of the Music
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