Board of Directors Handbook
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CELEBRATING OUR 45 SEASON 2014-‐2015
Table of Contents
Introduction .......................................................................................................................................1 Mission Statement................................................................................................................1 Vision Statement......................................................................................................................1 Board of Directors Mission Statement ..........................................2 Executive Board of Directors ............................................................................2 Board Members Duties and Responsibilities.....................4 Board Membership..............................................................................................................8 Board Meetings ..........................................................................................................................8 BYO Events ...........................................................................................................................................8 Board Committees ................................................................................................................9 Biographies........................................................................................................................................13 APPENDIX................................................................................................................................................1
Introduction Berkeley Youth Orchestra (BYO) is a non-‐profit, 501(c)(3) tax-‐exempt corporation dedicated to providing young musicians the opportunity for musical education and personal growth in a full symphonic orchestra setting. It began in 1969 as the Berkeley Junior Symphony and over the course of its 44-‐year history has earned a reputation for excellence in the music community. BYO is committed to continuing its distinguished history by giving young musicians throughout the greater Bay Area a nurturing environment in which to rehearse, perform and attain the highest levels of their craft, and to provide financial assistance to those with limited ability to pay for a formal music education. BYO is committed to adhering to the highest standards in its corporate governance practices. BYO’s Board of Directors is responsible for providing the strategic leadership necessary to establish and review BYO’s mission, goals and objectives. This governance handbook is designed to provide directors with an overview of the organization and the structures and methods by which the organization is governed.
Mission Statement BYO is a full symphonic orchestra whose mission is to foster the musical abilities and personal growth of dedicated young musicians throughout the greater San Francisco Bay Area by providing a nurturing environment and the highest quality opportunities in instruction, rehearsal and performance settings, and offering financial aid to students in need.
Vision Statement BYO will be a model youth orchestra in its musical excellence, financial stability, extensive outreach and overall structure, offering multiple levels of musical 1
opportunities, for beginning, intermediate and advanced students, and teaching small group classes for less commonly played instruments.
Board of Directors Mission Statement The mission of the BYO Board of Directors is to do its part in fulfilling, continuing, and promoting the mission of the orchestra by overseeing the overall scope of the orchestra generally, and by maintaining financial stability, thoughtful governance, consistent outreach, and vibrant volunteerism specifically.
Executive Board of Directors
President The president is the director approved by Board election to serve as the chief executive officer of the orchestra. Subject to the control of the Board of Directors, the president shall supervise and control the affairs of the corporation and the activities of the officers. He shall perform all duties incident to the office as may be required by law, by the Articles of Incorporation of the orchestra, by the bylaws of the orchestra, or which may be prescribed from time to time by the Board of directors. The president must be self-‐motivated, fair, and decisive. Specific duties include the following: • Preside over Board meetings and executive committee meetings; attend other committee meetings ex officio. • Set the agenda for Board meetings, including input from other Board members and staff, and officiate meetings in an efficient and fair manner seeking the overall good of the orchestra. • Establish rapport with Board members, orchestra families, and musical and administrative staff. • Liaise with musical and administrative staff. • Lead parent meetings. • Oversee the smooth operation of the orchestra. • Sit on the executive committee. 2
Vice-President The vice-‐president is the director approved by Board election to serve as the assistant chief-‐executive office of the orchestra. The position of vice-‐ president, however, is neither required nor necessary for the Board to function. If elected, the vice-‐president, in the event the president is absent, shall preside over Board meetings and, should the president become unable to fulfill his duties, shall serve as interim president. The vice-‐president must be flexible, amiable and capable. The vice-‐president shall sit on the executive committee.
Secretary
The secretary is the director approved by Board election to maintain accurate records of the business of the Board. The secretary is responsible for collecting and maintaining minutes of Board meetings, providing copies of minutes to Board members, and ensuring the presence of an up-‐to-‐date copy of the orchestra’s bylaws at Board meetings. The secretary shall inform directors of meetings as specified in the bylaws and shall manage the general correspondence to the Board, except where assigned to others. The secretary serves as the custodian of records for the orchestra. The secretary must be accurate, helpful and timely. Specific duties include the following: • Record accurate minutes of Board meetings, including items discussed, reports presented, and motions and actions taken. • Record date, time, and location of Board meetings. • Record a list of those present and absent at Board meetings. • Corresponds with the Board in advance of a Board meeting the agenda for the meeting. • Corresponds with the Board in advance of a Board meeting the minutes from the previous meeting. • Sit on the executive committee.
Treasurer The treasurer is the director approved by Board election to oversee the financial state of the orchestra and direct its financial stability. The treasurer is responsible for financial oversight, planning, budgeting, and reporting, as well 3
as maintaining financial compliance with government agencies. The treasurer oversees banking, book keeping, and record keeping through interaction with the orchestra bookkeeper. The treasurer must be trustworthy, impartial, and forthright. Specific duties include the following: • Review financial statements and review reconciliation of financial statements with bank statements. • Review invoices and signs checks. • Maintain bank accounts. • Review tax returns and filings. • Prepare annual raffle registration and report. • Correspond with tax authorities. • Assist in the preparation of the budget. • Monitor the budget. • Ensure the Board's financial policies are being followed. • Report to the Board of Directors and general membership on finances. • Carry out the responsibilities of a member of the Board of Directors. • Sit on the executive committee.
Board Members Duties and Responsibilities As stewards of BYO, Board members are subject to three standards of responsibility: The duty of care requires full attention to one’s duties as a Board member, setting aside competing personal or professional interests to protect the assets of BYO. This includes financial assets to be sure, but it also includes the institution’s reputational, personnel, and tangible assets as well. The expectation is that a Board member acts reasonably, competently, and prudently when making decisions as a steward of BYO. The duty of loyalty requires Board members to put the interests of BYO before all others. It prohibits a Board member from acting out of self-‐interest. The Board’s conflict of interest policy, as more specifically described in Article 10 of the by-‐ laws, provides guidance on how a conflicted Board member can avoid putting personal interests first. The duty of obedience refers to the Board member’s obligation to advance the 4
mission of BYO. It also includes an expectation that Board members will act in a manner that is consistent with the mission and goals BYO. Failure of this duty can result in a loss of the confidence reposed in BYO by its members, supporters and the community at large. With the foregoing standards in mind, and in conformity with BYO’s bylaws, which are set forth and incorporated in the Appendix to this handbook, Board members are tasked with the following:
Maintaining Financial Stability
A high priority for members of the board is the maintaining of the financial stability of the organization. 1. Familiarize yourself with the budget. Read it and understand it. Ask questions if necessary. 2. Look for trends. Help foresee trouble spots. 3. Help oversee the wise spending of funds. 4. Make financial contributions to the orchestra, or get financial contributions for the orchestra.
Maintaining Thoughtful Governance
It is each board member's responsibility to ensure, where possible, that thoughtful governance is appropriately maintained. 1. Read through the BYO Handbook annually to stay abreast of policies and procedures. 2. Look for ways to enhance the practices of the orchestra. Seek to help fix problems, not just point out problems. 3. Use your best judgment when asked to decide a solution to a problem, whether in a Board meeting or not. Always maintain the best interest of the orchestra without showing favoritism. 4. Allow those in charge of committees or staff to exercise their authority with those in their group or under them. 5. Review bylaws and policies as needed, being especially willing if asked.
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Maintaining Consistent Outreach Outreach is an important aspect of the overall maintenance of the organization. It is a board member's responsibility to: 1. Speak highly of the orchestra and promote its welfare, both within BYO and the community at large. The name and reputation of BYO must stand as sterling in the community. 2. Seek to further the recognition of the orchestra to schools and music teachers, community leaders, and potential donors. 3. Strive to gain donations from interested parties and cultivate relationships to further the program and legacy of BYO.
Maintaining Vibrant Volunteerism
The culture of BYO through the years has been built upon cooperation and excellence. The only way to have an excellent music program in a volunteer-‐driven organization is for all parties to be committed and involved. The Board has a special duty to foster a volunteering spirit among its parents. 1. The activities and services of the orchestra have been organized into committees. With few exceptions, the parents of the orchestra serve on the various committees. We ask each Board member either to chair a committee or to act as a liaison between the Board and the committee. 2. The goal is to have regular communication between the Board and the committees to preserve cohesion in the orchestra and to ensure timely action in accomplishing committee goals. 3. Vibrancy in volunteering begins with the leadership of the orchestra. Board members must show exemplary leadership in volunteering and at fulfilling the orchestra requirements regarding their children. • Show initiative in taking and accomplishing tasks. Lead others to do the same. • Turn in forms on time. • Participate in fundraisers. • Arrive to rehearsals on time. • Follow procedures as laid out in the handbook. 6
• Prioritize the orchestra. • Set a good example.
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Board Membership Membership on the board of directors of BYO requires the following: 1. Committing to a two-‐year term as a Board member (three years for executive members). 2. Abiding by the bylaws established for the orchestra (see appendix.) 3. In order to encourage and motivate our members by leadership to donate to the orchestra, board members are encouraged to donate at least $200.00 annually.
Board Meetings Board meeting participation is a requirement and board members are expected to: 1. Attend all Board meetings. Exceptions will arise, but do not make an exception the rule. 2. Participate in discussions. 3. Help accomplish action items. We are a working Board. 4. Maintain a positive attitude, and give others the benefit of the doubt when unsure of intentions.
BYO Events In addition to board meetings, board members are encouraged to: 1. Attend concerts, parent meetings, as well as meet and greets. 2. Invite others to concerts. 3. Be an active presence at BYO events, looking to know and encourage new and existing families in their orchestra experience. 8
4. Look for prospective Board members. Nurture prospective Board members and new Board members with one-‐on-‐one time to immerse them in the culture of BYO. 5. Organize Pass-‐the-‐Hat at concerts. 6. Secure flowers for soloists at the Concerto Concert.
Board Committees Board committees are established to conduct specific activities that contribute to the fulfillment of the Board’s or BYO’s mission. The Board committees benefit from the skills, expertise and suggestions of Board members, as well as the parent volunteers who make suggestions to or become members of the committees. The role of each Board committee is to oversee specific activities of BYO as well as activities of the Board. Each Board committee has a set of responsibilities that ensures that the full Board can stay focused on matters of strategic importance. Board committee updates are provided to the full Board at each of its meetings, and committee recommendations are brought forward as required. The full Board then undertakes its own deliberation process prior to determining its approval of specific activities. BYO’s Board includes the following standing committees:
The Executive Committee The Executive Committee comprises the President, Vice-‐President (should one be elected), Secretary and Treasurer. The committee shall exercise powers of the Board of Directors in relation to matters that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet. The Committee is delegated the authority to act as the full Board when exercising these powers and authority, subject to the limitations listed below. The Committee shall undertake the following responsibilities, which are set forth as a guide. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or as assigned by the Board from time to time. To fulfill its purposes, the Committee shall: 9
1. Act on behalf of the Board on matters that arise between scheduled Board meetings or when it is not practical or feasible for the Board to meet, to the extent permitted by California, the certificate of incorporation and the bylaws. The Committee shall maintain minutes of its meetings and report its findings and actions to the Board after each Committee meeting but no later than the next Board meeting. 2. Notwithstanding the foregoing, the Committee shall not have the power or authority to act on behalf of the Board with respect to the following matters: • Adopting, amending or repealing any provision of the certificate of • incorporation or bylaws; • Amending or altering BYO’s mission; • Filling Board vacancies; • Changing the membership of, or filling vacancies in, the Executive • Committee; • Appointing or terminating the appointment of the President; and,
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The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
Nominating and Governance Committee The Nominating and Governance Committee is responsible for nominating Executive Committee members as provided in Article 4, Section 2 of the Bylaws, as well as nominating Board candidates. The committee also is responsible for (1) ensuring that the size, leadership and composition of the Board are appropriate, and overseeing governance structures and policies, including committee structure, conflict of interest and other policies, and bylaws; (2) assisting the Board in screening and reviewing individuals who are qualified to serve as directors, recommending to the Board candidates for nomination and appointment to the Board, and assisting in orientation for newly appointed directors; and, (3) evaluating the effectiveness of directors and reviewing on a regular basis the overall governance of BYO and recommending improvements when necessary to the Board. 10
The Audit Committee The Audit Committee is responsible for providing oversight of BYO’s systems of internal controls and risk management, the integrity of BYO’s financial statements, BYO’s compliance with legal and regulatory requirements and ethical standards, and, when necessary, the engagement, independence and performance of independent auditors. The committee’s role is one of oversight. The committee recognizes that independent auditors, when and if such auditors may from time to time be employed, have more time, knowledge and detailed information about BYO’s compliance with legal and regulatory requirements than do the committee members. Consequently, in carrying out its oversight responsibilities, the committee is not providing any expert or special assurances on these issues.
The Development Committee The Development Committee is responsible for maintaining the financial stability and growth of BYO by seeking and securing financial contributions and commitments, public and private. It shall periodically review policies relating to the development of long-‐ term financial resources for BYO; prepare for Board discussion any proposed policies for development of financial resources, including capital campaigns, fundraising for annual operating support, gift acceptance and disposition; and, periodically review policies relating to marketing activities that generate funds and complement development efforts.
The Outreach Committee
The Outreach Committee is responsible for maintaining and increasing the exposure of BYO to the general community through such vehicles as performance and public service. It shall periodically review its existing and planned methods to strengthen BYO’s commitment to and connection with the local community, and, as necessary, coordinate with other Board committees to achieve these goals. 11
The Concert Coordination Committee The Concert Coordination Committee is responsible for organizing and ensuring the efficient operation of BYO concerts, including coordination of ticket sales, ushering, food and refreshment sales, and audio recording and videography.
The Facilities Committee The Facilities Committee is responsible for ensuring that BYO maintains a suitable, accommodating venue in which to rehearse and perform, and for securing a suitable location for the BYO annual retreat. If and when BYO is no longer able to use its present rehearsal and performance space at Laney College, the committee, in consultation with the BYO Artistic Director, shall locate and secure another venue.
The Personnel Committee The Personnel Committee is responsible for ensuring that BYO remains staffed with qualified and capable persons committed to ensuring the smooth and efficient operation of the orchestra. The committee shall be responsible for identifying, recruiting and retaining such persons to fill positions in the event positions become vacant. The Orchestra Manager shall be a permanent member of the Personnel Committee. The Orchestra Manager oversees rehearsal and concert logistics and maintains communication with members, parents, BYO staff and coaches, and the BYO Board, including, but not limited to, the following duties: • Communication o Maintaining contact with BYO Board members and attending Board meetings. o Writing weekly newsletter to members, parents, staff and coaches, and the Board. o Ensuring information on website is up to date by working with webmaster. o Promptly replying to all emails and phone messages. • Organization 12
o Running the administrative aspects of weekly rehearsals, concerts, and auditions. o Keeping Operations Manual and Volunteer Job Descriptions Manual updated, documenting all aspects of the orchestra. o Ensuring that our volunteer base is utilized efficiently and often. o Maintaining and organizing membership and BYO records, and document orchestra process. • Scheduling o Scheduling auditions for new members. o Working with conductor to organize annual calendar and communicate information with members, Board, BYO staff.
Biographies
Dave Sutton, President Dave joined the BYO Board in 2008 and became president in 2009. Educationally, Dave earned his bachelor’s degree in math education with a minor in music from Maranatha Baptist Bible College in Watertown, WI. Later study culminated in a master’s degree in religious education from seminary. Dave serves as principal of Bethel Christian Academy and as a pastor of Bethel Baptist Church, both in El Sobrante, CA. He and his wife Cathy have three daughters; the eldest played French horn for three years with the orchestra, and the middle daughter currently plays cello with the orchestra.
Judy Luck, Secretary Currently Judy works as a consultant/contractor for the banking industry. Prior to that she worked as a Senior Bank Operations Management professional with more than twenty-‐five years of banking experience. She has a Bachelors degree in Anthropology from California State East Bay and has worked with multiple non-‐profits, the most recent being Oakland Day Labor and Services Center. Judy’s connection with BYO comes through her niece Taylor, who plays principle flute in the orchestra. Judy joined the Board in 2012.
Tina Huang, Treasurer Tina joined the BYO Board as the Treasurer in 2012. She is a licensed attorney and a Certified Public Accountant. She obtained a B.A. in economics with a minor in 13
engineering mechanics from the University of California, San Diego and a J.D. from Santa Clara University School of Law. She is currently pursuing an LL.M. in taxation from New York University School of Law. Tina works at a regional public accounting firm, Burr Pilger Mayer, Inc. and lives in San Ramon with her husband and their two toddlers.
Ashia Derksen, Director Ashia is a Certified Public Accountant and Senior Vice President, Manager of Portfolio Accounting at a national commercial real estate investment management firm headquartered in San Francisco. Ashia holds a B.A. in economics and political science from Yale University and an international MBA from the Thunderbird School of Global Management. Ashia previously served as Treasurer and Board Member for the not-‐for-‐ profit group Sustainable Contra Costa. Ashia's interest in music dates back her childhood in San Francisco where she marched in parades with a Chinese drum and bell corps for nine years, playing snare drum and glockenspiel. Ashia lives with her husband and two children in Moraga. Ashia's daughter plays tuba with BYO, and her son studies piano and guitar. Ashia is an active volunteer for the Yale Alumni Association through which she participated in a volunteer service trip to Ghana, West Africa in 2013. In her free time, Ashia enjoys international travel, hiking and attending live music performances ranging from opera to modern pop. Ashia has been on the BYO Board since 2013.
Flavio Gomes, Director Flavio and his wife Adriana have two children: Giulia, a current violinist in BYO, and Rafaella, a future violinist in BYO. Flavio’s career in business management has spanned more than two decades in the fields of consumer goods and business to business and consumer electronics. He earned his bachelor’s degree in marketing from a top school in Brazil, and then went on to earn an MBA from Florida International University. Having held general management positions in Latin America, Asia, and the United States, Flavio currently heads the Latin America division of Logitech, Inc. In his spare time, Flavio enjoys playing the guitar. Flavio joined the board in 2013.
Vladimir Gurevich, Director The Gurevich family joined BYO when their when their son Daniel was in the 6th grade. Daniel went on to become BYO principal oboist and solo English hornist and is now a member of San Francisco Symphony Youth Orchestra and Young People's Symphony Orchestra. Daniel's sisters Elizabeth and Paulina followed suit and joined BYO in 2011, playing oboe and French Horn, respectively. Vladimir joined the Board in 2012 and is responsible for running the orchestra’s photo site and regularly contributes his own photo shoots there. Vladimir received his M.S. in Applied Mathematics from the 14
Moscow Institute of Radio Engineering, Electronics and Automation. While working as a Software Engineer, he minored in classical guitar pedagogy. Vladimir currently works for Broadcom Corporation.
Michael Kinsley, Director Michael was born in San Francisco, attended public schools, graduating from George Washington High School in 1979. His college training took him to McGill University in Montreal Canada, where he received a B.A. with honors in history. Later Michael earned a master’s degree in American History and has taught high school history since 1996. His daughter Miranda played violin with BYO for three years, and now his son is with the orchestra playing trombone. Michael has served on the Board since 2012.
Ted Kildegaard, Director Ted has participated in educational research and development for over 20 years, contributing to the development and evaluation of innovative approaches to education, and working with schools and nonprofits planning educational change. Ted also established a travel consultant business as sole proprietor, specializing in train travel in the U.S. and Canada. He is past Co-‐President of the parent-‐ teacher organization at the Oakland School for the Arts (OSA) and is currently a member of the OSA's Board of Directors. Ted's son Chris, a senior at the Oakland School for the Arts, has been a member of the Berkeley Youth Orchestra, playing clarinet, since he was in sixth grade. His participation has contributed greatly to his development as a musician. Ted joined the Board in 2013 and chairs BYO's Outreach Committee.
Roseanna Lahrs, Director Roseanna joined the Board in the fall of 2012. She currently serves Development Committee co-‐chair, alongside her husband, Sasha Lahrs. Roseanna and her husband grew up in Berkeley, CA and have three children, ages six, thirteen, and fourteen. She holds an Honorary Doctorate in Divinity and is an ordained minister and teacher. She has worked in the entertainment industry as a script and film consultant and as an associate producer. For ten years, she co-‐hosted a talk radio show and television show. Roseanna's love and desire is to preserve the arts by making them accessible to all children.
Sasha Lahrs, Director Sasha, who also joined the Board in the fall of 2012, is originally from Reutlingen, Germany. He moved to Berkeley, California when he was three and a half years old. Sasha still resides in the Bay Area with his wife, Roseanna and their three children. Sasha's background is in the computer & software technology field. He is currently a 15
senior technical support engineer with a local software company. With this he is also a minister and teacher, holding an Honorary Doctorate in Divinity along with his wife Roseanna. Together they enjoy supporting the arts and making them assessable to all children.
Jerome Matthews, Director Jerome is a criminal trial lawyer with the Office of the Federal Public Defender. He double-‐majored in literature and biology at Brown University, received his J.D., summa cum laude, from San Francisco Law School, and has been an adjunct professor in Trial Advocacy at Stanford Law School since 2004. Jerome is married to Jenny Yu, a podiatric surgeon, and together they have two daughters: Sofia, age 11, who joined BYO in 2013 as a violinist, and Raquel, age 9, who studies cello. Jerome and Jenny are both musicians and met while playing in a 15-‐piece jazz band. Jerome practices martial arts in his spare time; Jenny treats Jerome’s injuries in her spare time. Jerome joined the Board in 2013.
Hugh Schugart, Director Hugh lives in Piedmont, CA with his wife and two sons. Both sons have experience playing with the orchestra, one currently playing bass clarinet and the other formerly playing bassoon. Hugh graduated from the University of Southern California with a degree in mathematics. He works as a health care actuary with Aetna Insurance Company and is a fellow of the Society of Actuaries. Hugh joined the BYO Board in the fall of 2012 and oversees the Concert Coordination Committees.
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APPENDIX Amended and Restated Bylaws of Berkeley Youth Orchestra (A California Public Benefit Corporation) ARTICLE 1 OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation for the transaction of the business of the corporation shall be located in the State of California. The Board of Directors ("Board") shall have the authority to set and change the precise location of the principal office so long as the principal office remains in the State of California. SECTION 2. OTHER OFFICES The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate. ARTICLE 2 PURPOSES SECTION 1. OBJECTIVES AND PURPOSES The corporation is a NONPROFIT PUBLIC BENEFIT CORPORATION organized under California law. The corporation is formed for the purpose of engaging in any lawful act or activity for which a nonprofit public benefit corporation may be organized under the law. Berkeley Youth Orchestra is a full symphonic orchestra whose mission is to foster the musical abilities and personal growth of dedicated young musicians throughout the greater Bay Area by providing a nurturing environment and the highest quality opportunities in both rehearsal and performance in an orchestra setting. 1
ARTICLE 3 DIRECTORS SECTION 1. NUMBER The authorized number of voting directors shall not be less than three (3) nor more than twenty-five (25), the majority of which shall be from the parent community, with the exact number of directors to be fixed; from time to time, by a vote of not less than two-thirds of the board of directors present at a regularly scheduled meeting. Collectively those directors shall be known as the Board of Directors. The stated range of no less than three (3) directors and no more than twenty-five (25) directors may only be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. SECTION 2. POWERS The corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the directors. SECTION 3. DUTIES It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers, agents and employees of the corporation; (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or e-mailed to them at such addresses shall be valid notices thereof. SECTION 4. ELECTION OF DIRECTORS AND TERMS OF OFFICE A director's term of office shall commence on the date of election to the board, unless such election is to fill a vacancy, and continue for 2 years. There is no formal limit as to the number of terms a director may serve, but the Nominating Committee is responsible for reviewing each director's participation and for formally recommending a director for reelection to the board when a 2-year term is fulfilled. A nominee must be elected by the majority of those present at the board meeting, at which at least a 2
quorum is present to transact business. SECTION 5. COMPENSATION Directors shall serve without compensation. SECTION 6. PLACE OF MEETINGS Meetings of the Board of Directors may be held at any place within the State of California that has been designated from time to time by resolution of the Board. In absence of such designation, meetings shall be held at the principal office or the corporation. Any meeting, regular or special may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen Communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply: (a) Each director participating in the meeting can communicate with all of the other directors concurrently; (b) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; (c) The corporation adopts and implements some means of verifying; (1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and (2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors. SECTION 7. REGULAR AND ANNUAL MEETINGS Regular meetings of directors shall be held without call or notice on dates and at times fixed by the board. Directors shall be elected by the Board of Directors at the Annual Meeting of the board. An Annual Meeting of the Board of Directors shall be held during the corporation's fiscal year. The Annual Meeting of the Board of Directors shall be called by the Chairperson of the board, the President, the Treasurer, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. The Annual Meeting of the board shall be held upon at least seven (7) days' notice by first-class mail or seventy-two (72) hours' notice delivered personally or by telephone or e-mail. Directors may be elected at any regular or special meeting to fill a vacancy or to add a 3
director up to the maximum number of directors authorized by the Board. SECTION 8. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Treasurer or by any two directors and such meeting shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting and in the absence of such a designation, at the principal office of the corporation. SECTION 9. CLOSED MEETINGS From time to time, as needed, the President may call for a closed meeting. A closed meeting is only open to Board of Directors and will be used to discuss items of a confidential nature, such as legal or personnel matters. SECTION 10. NOTICE OF MEETINGS Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or e-mail. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. SECTION 11. CONTENTS OF NOTICE Notice of meeting shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice. SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approval shall be filed with the corporate records or made part of the minutes of the meeting. SECTION 13. QUORUM FOR MEETINGS A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by 4
law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. SECTION 14. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law require a greater percentage or different voting rules for approval of a matter by the board. SECTION 15. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Treasurer of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall he governed by Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the 5
directors. SECTION 17. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Directors may be removed without cause by a majority of the directors then in office. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifics a later time for the effectiveness of such resignation. Vacancies on the board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. SECTION 18. NON- LIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. ARTICLE 4 OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers. or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. SECTION 2. OFFICERS TO BE NOMINATED BY THE NOMINATING COMMITTEE The Nominating Committee shall deliver its nominations for President, Secretary and Treasurer to the Board at the annual meeting. The Nominating Committee may deliver its nominations for other officers at the annual meeting, but is not required to do so. Those nominated shall be persons voted on by the board; however, the board shall not 6
be limited in its selection of officers of the corporation by such nominations. SECTION 3. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be e1ected and qualified, whichever occurs first. SECTION 4. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may prescribed from time to time by the Board of Directors. SECTION 5. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. SECTON 6. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not he filled as the board shall determine. SECTION 7. DUTIES OF PRESIDENT The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may he required by law, by the 7
Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specially appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles or Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board or Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. Render to the 8
President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to he prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10. COMPENSATION The officers of the corporation shall serve without compensation. ARTICLE 5 COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee. The Executive Committee may also be referred to as the Executive Board. The Board of Directors may designate to the Executive Committee or Executive Board any of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, except with respect to: (a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members. (b) The filling of vacancies on the board or on any committee which has the authority of the board. (c) The amendment or repeal of Bylaws or the adoption of new Bylaws (d) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. By a majority vote of its members then in office, the Board of Directors may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board of Directors.. The Committee or Executive Board shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board of Directors from time to time as the Board of Directors may require. SECTION 2. NOMINATING COMMITTEE 9
The Board of Directors shall, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute a Nominating Committee. The Nominating Committee shall assist the board with reviews and recommendations on all current board members, their participation, expertise and status as current members, recommend changes in board composition; provide the board with recommendations as to new board members and officers whenever vacancies occur; assist the President in contacting and counseling inactive or under-active board members; serve as a training group for new board members through personal counseling and through the development and maintenance of whatever written materials they deem necessary to fully acquaint new board members with a complete history of the corporation and a complete understanding of the member's responsibilities as a board member; and regularly evaluate the performance of the board and its committees and make recommendations for changes. Each year the Nominating Committee shall present the slate of officers to the directors for approval. Nominations may be made from the floor. SECTION 3. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board SECTION 4. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS 10
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or the President of the corporation. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation. ARTICLE 7 CORPORATE RECORDS AND REPORTS SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California: (a) Minutes of all meetings of directors and committees of the board indicating the, time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those pres en t and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours. SECTION 2. DIRECTORS' INSPECTION RIGHTS 11
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in the following year. ARTICLE 9 INSURANCE SECTION 1. INSURANCE The Board shall adopt a resolution authorizing the purchase and maintenance of an insurance policy or policies or bond on behalf of its directors, officers or employees against any liabilities, other than for violating provisions against self-dealing, incurred by the director, officer or employee in such capacity or arising out of their status as such. ARTICLE 10 CONFLICTS OF INTEREST SECTION 1. CONFLICTS OF INTEREST Board members and committee members must actively seek to avoid situations and activities that create an actual or potential conflict between the individual's personal interests and the interests of the corporation. If a Board member or committee member believes that a conflict exists relative to a particular issue being considered by the Board or any committee, he or she shall disclose the conflict to the Board or committee, as appropriate, and abstain from discussion or voting on the issue. For purposes of this section and these bylaws, a "conflict of interest" means a situation in which a Board or committee member is part of a discussion or decision by the Board or a committee which has the potential to financially benefit that Board or committee member or a member of that Board or committee member's immediate family. "Immediate family" means spouse or domestic partner, children, parents, siblings, parents-in-law, or siblings-in-law. 12
Both the fact and the appearance of a conflict of interest should be avoided. Board members or committee members who are unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the President, who will determine whether disclosure to the Board or the assistance of legal counsel is required. ARTICLE 11 AMENDMENTS SECTION 1. AMMENDMENT TO BYLAWS These bylaws may be amended, or repealed and new bylaws adopted, by a two-thirds (2/3) vote of the Board. ARTICLE 12 DISSOLUTION SECTION 1. VOLUNTARY DISSOLUTION The corporation may be voluntarily dissolved at any time by a two thirds (2/3) vote of the Board. SECTION 2. REMAINING ASSETS Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Internal Revenue Code section 501(c)(3) or equivalent statute.
CERTIFICATION 13
This is to certify that the foregoing is a true and correct copy of the Amended and Restated Bylaws of the Berkeley Youth Orchestra as adopted at a meeting of the Board of Directors held on August 30, 2014.
Dated: August 30, 2014
Executed at Oakland, California Judy A. Luck, Secretary
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