Section 1.01 Name

The organization is named the Thornton Community Chorus and is abbreviated as the TCC. The TCC abbreviation shall be used throughout these Bylaws to refer to the chorus and also to any smaller vocal ensemble groups affiliated with the chorus. The chorus and its affiliated ensembles are subject to the terms and conditions of these Bylaws.

The TCC is a non-profit organization pursuant to §7-121-101, et seq. of the Colorado Revised Statutes and shall adhere to section 501(c)(3) of the Internal Revenue Service federal tax code for the purpose of serving the community as a tax exempt organization.

Section 1.02 Purpose

The organization’s purpose is to enlighten and entertain the community by providing a continuing opportunity for singers to perform a variety of choral and ensemble music that is challenging and interesting to both performers and audiences.

Section 1.03 Non-Discrimination Policy

Discrimination against any person or organization based on age, race, sex, color, creed, religion, national origin, gender identity, sexual orientation, transgender status, gender expression, ancestry, marital status, gender, veteran status, military status, political service, affiliation or disability is strictly prohibited. (Amended October 20, 2014. See note on pg. 15)

Section 2.01 Membership

The TCC is a non-profit community chorus of vocal musicians primarily from Thornton, Colorado and neighboring north metro Denver areas. However, membership is not restricted to any particular city or state of residency.

The term "participating musicians" shall refer to all active musicians on the current roster who contribute their music talents to TCC rehearsals and performances on a regular and voluntary basis. Musicians and soloists under contract with financial compensation for their services are herein referred to as “contract musicians” and are not part of the voting membership of the organization. The term "entire membership" shall refer to all participating musicians, contract musicians and Board members, and may, as determined by the Board of Directors, include other non-musician volunteers or contract individuals serving the organization.

Section 2.02 Membership Voting

Participating musicians have voting rights in the organization. Participating musicians wishing to vote on organization issues must be in good standing with the TCC, and atten the meeting where voting will take place. Voting by proxy is not permitted in any form. At least two-thirds of the participating musicians on the current roster (a membership quorum) must be present at any meeting where a voting issue is on the agenda before a vote may be taken of the membership. All membership votes are affirmed by a majority (greater than one-half) vote of the membership quorum.

Section 2.03 Membership Fees

Membership fees (dues) for all participating musicians may be assessed in an equitable manner as determined by a vote of the Board of Directors. Membership fee frequency and amount shall be determined by similar vote. Membership fees must be paid in full, or waived by the Board of Directors for members to maintain good standing status. Existing membership fees may be revoked or altered at any time by a similar vote. Such membership fee changes may be enacted or revoked without amendment to these Bylaws.

Serving on the Board of Directors satisfies the equitable assessment of membership fees for all Board members who are also participating musicians. Board members are therefore not required to pay membership fees. Other individuals may be similarly exempt from the payment of membership fees as determined on a case by case basis at the discretion of the Board of Directors. An individual's exemption does not alter the member’s status as a “participating musician” under Section 2.01, nor alter the member’s voting rights under Section 2.02.

Section 2.04 Termination of Membership

A participating musician's status as such may be terminated at the sole discretion of the Board of Directors, subject to the Non-Discrimination Policy set forth in Section 1.03 of these Bylaws. A participating musician's status as such will terminate automatically upon the participating musician's failure to participate in the TCC in accordance with Section 2.01 of these Bylaws.

Section 3.01 Board Role

The Board of Directors is the governing administrative body of the organization responsible for management, operations, financial and operating policy, and approval of expenditures. The Board delegates responsibility for day-to-day operations to the Officers and Committees of the organization. The initial board will be comprised of the corporate officers as listed in the Articles of Incorporation and expanded by invitation and affirming vote of the current board.

Section 3.02 Board Powers

The Board of Directors is hereby authorized and empowered to:

• Sell, lease, mortgage, exchange or otherwise dispose of the whole or any part of the property and assets of every kind and description of the organization, for property, cash or currency, and to purchase or acquire the same, and to apply for and acquire grants and donations.

• Incur indebtedness for the organization, within the limits fixed by the laws of the State of Colorado for non-profit organizations. The terms, amounts and character of such indebtedness when signed officially by the President, or in the President's absence, by the Executive Vice-President, and attested by the Secretary of the organization, shall be the legal obligation of the organization.

• Obtain insurance to protect the organization and any director, trustee, officer, contractor, volunteer or agent of the organization or another organization, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the organization would have the power to indemnify such persons against such expense, liability or loss under Colorado statutes, as applied to nonprofit organizations.

• Secure permissions from copyright owners or agents for the production of musical compositions and all necessary rights thereto.

• Obtain performance and recording rights and licenses to musical compositions and to pay related royalties thereof.

• Set organization policies, procedures and regulations where such policies, procedures and regulations are not prohibited by statute or by the Articles of Incorporation or by these Bylaws.

• Establish contractual agreements with Agents, Vendors and Contract Musicians of the organization, to fix their compensation in accordance with the TCC Conflict of Interest Policy, to determine their duties, and to discharge them when deemed necessary.

• Establish and abolish committees per Article IV of these Bylaws. Where deemed necessary, the Board may grant appropriate Board powers similar to those listed herein to a committee provided the committee is accountable to a member of the Board of Directors for approval of all actions relating to the granted Board powers.

Section 3.03 Board Size

The Board of Directors must include a minimum of three but not to exceed twelve persons.

Section 3.04 Board Compensation

Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation and prior approval. Board members may serve the organization in other capacities which may or may not be compensated as determined by the Board of Directors and defined by a binding contract. All decisions related to compensation must adhere to the TCC Conflict of Interest Policy.

Section 3.05 Board Membership and Elections

The Board of Directors is elected by vote of the TCC membership. The members of the TCC Organizing Committee are to be presented as the first Board of Directors at the adoption of these Bylaws and ½ of the Committee shall serve terms of two (2) years and the other members, terms of three (3) years. The members of the Board may include individuals who have an interest in the organization but are not currently participating musicians in the TCC. However, a majority (over 50%) of the Board must be comprised of active musicians in the TCC or other music organizations. Elections for Board members are held at a Business Meeting of the chorus at the end of a regular concert season, which is defined as the last scheduled concert of the fiscal year. Directors assume their office at the beginning of the next fiscal year.

Section 3.06 Board Member Terms

All members of the Board of Directors shall serve two-year terms. The third year term extension may be granted to up to six (6) members of the Board, at the discretion of a vote of the Board, in order to ensure an acceptable level of operating continuity in the organization. Each Board member may be re-elected for any number of terms. Elections shall be held in even-numbered years for up to six (6) of the Board positions. Elections shall be held in odd-numbered years for the remaining Board positions.

Section 3.07 Resignation, Termination and Absences

Board members can give notice of their intent to resign from the board by delivering such notice in written form to the Board Secretary. The Secretary will immediately notify the President of the resigning board members' intent. The resignation is formally accepted and a board vacancy created upon a favorable vote of the Board of Directors. The Secretary shall schedule the vote for acceptance of the resignation at the next meeting of the Board of Directors. If needed the vote can be tallied electronically via e-mail, or phone via conference call in accordance with Section 5.08 of these by-laws. The Board Secretary will give notice of intent to resign to the President or Executive Vice President.

A Board member may be terminated for cause if that member is absent and unexcused from three consecutive Board meetings. A Board member may be removed at any Board meeting by a two-thirds vote of the remaining directors, or by action in writing pursuant to Section 5.08 of these Bylaws. It is expressly understood by all Board members that all documents and records of the TCC are the property of the TCC and must be returned to a Board member within ten (10) days of resignation, or the end of the board member’s term.

Board Vacancies

When a vacancy on the Board exists, the role may be left vacant provided the Board is still within the limits set in Section 3.03, or the vacant role may be filled to the end of its term as defined in Section 3.06. The Board of Directors may fill vacancies at its discretion, without a vote of the TCC membership, using whatever appointment process it deems reasonable and appropriate for the efficient management of the organization (i.e. nomination & election, application & interview, referral & appointment, shifting roles of existing Board members, etc.). Notification of the vacancy and the selected method of appointment must be provided to the entire membership at least one week prior to the new appointment. Newly appointed Board members assume their office immediately.

Section 3.08 Officers and Duties

Officers are appointed by the Board of Directors from time to time as circumstances require. Members of the Board of Directors may serve concurrently as Officers. The TCC shall have a President, Executive Vice President, Secretary, and Treasurer, and such other Officers as the Board of Directors shall appoint. The powers and duties of Officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective Officers shall have, in addition to those duties listed below, the powers and duties customarily held and performed by like officers of organizations similar in structure and business purposes to this organization.

Officer duties are as follows:

(a) President

The President shall:

• Convene and preside over all meetings of the Board of Directors and membership Business Meetings, or arrange for other members of the Board to preside at such meetings.

• Serve as liaison between the conductor and the general membership of the organization.

• Assign administrative duties to other Officers and Committee chairpersons as needed.

• Oversee all regular operations of the organization and work with the conductor in overseeing the development of the organization.

• Execute all contracts and other legal documents of the organization as authorized by the Board of Directors.

• Perform all duties attendant to the office, subject, however, to the control of the Board of Directors.

• Perform such other duties as on occasion shall be assigned by the Board of Directors.

(b) Executive Vice-President

The Executive Vice-President shall:

• Perform the functions of the President in the President’s absence.

• Oversee special areas of operations or projects where oversight by a Committee has not been established. Present information regarding the condition, progress or similar status of any designated special area to the President at a frequency determined by the President and to the Board of Directors at regular Board meetings.

• Serve as liaison between the Board of Directors and all committees where no other Board liaison was specified at the creation of the committee. Present information regarding the condition, progress or similar status of such committees to the President at a frequency determined by the President and to the Board of Directors at regular Board meetings.

• Perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.

(c) Secretary

The Secretary shall:

• Take minutes at all Board Meetings and Business Meetings

• Send out meeting announcements and notifications that include a meeting agenda and any voting issues known in advance of the meeting.

• Distribute copies of prior meeting minutes and agenda at each Board meeting

• Assure corporate records are properly maintained which shall include but are not limited to:

o all original signed contracts and other documents

o a copy of the Articles of Incorporation

o a copy of these Bylaws

o a copy of each Amendment to these Bylaws, if any

o a copy of each Resolution passed by vote of the Board

o a copy of the minutes of each meeting of the Board of Directors

o a copy of the minutes of each Business Meeting of the membership of the organization

• Work with other members of the organization to ensure appropriate procedures are being followed in the record keeping affairs of the organization.

• Perform such other duties as occasionally may be assigned by the President, subject to the control of the Board of Directors.

(d) Treasurer

The Treasurer shall:

• Oversee financial operations and manage the collection and disbursement of funds.

• Keep records of all financial transactions.

• Keep copies of all significant documents

• Present a financial report at each Board meeting

• Present a financial report at each Business Meeting of the membership

• Prepare or assist in the preparation of the budget

• Develop or guide others in the development of fundraising plans

• Make financial information available to Board members and the public, all financial records being, in fact, the property of the Thornton Community Chorus

• Work with other members of the organization to ensure appropriate procedures are being followed in the financial affairs of the organization

• Perform such other duties as occasionally may be assigned by the President, subject to the control of the Board of Directors.

(e) Associate Vice-President

The Board may assign each Associate Vice-President one or more administrative duties including but not limited to: a Vice-Presidency title and position overseeing a specific area of operations (i.e. "Vice-President of Advertising"), Board liaison to one or more committees, and chairperson of a committee.

Section 4.01 Purpose

The Board may create committees for special subjects, projects or areas of operation where the Board deems committee subdivision and control to be beneficial in the efficient management of the organization.

Section 4.02 Establishment

The Board of Directors may establish committees composed of one or more persons from the entire membership of the organization. The Board shall make provisions for the committee size, duration and responsibilities, associate a Board member liaison, and may assign a chairperson or allow the committee members to elect its chairperson. The chairperson shall oversee the committee, ensure its activities are in agreement with its stated purpose and report status and/or progress to the Board member liaison or the Executive Vice-President if no other liaison was associated at the committee’s establishment. When deemed appropriate, the Board may establish procedures to govern the committee's activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the organization. Committees may be established, operated and abolished by the Board of Directors without amendment to these Articles.

Section 4.03 Musicianship Committee

As an organization created for the expression of music, the TCC recognizes it will always need to address issues relating to the musicianship of its members and that such issues should never be the sole responsibility of its conductor. As such, the Board of Directors may establish a Musicianship Committee, per the above sections in this Article, and assign the appropriate authorities and responsibilities to the same. If, at any time, a Musicianship Committee does not exist or exists but is unable to fulfill its purpose in the resolution of one or more musicianship issues, then a default committee is automatically established by this Article. The default Musicianship Committee is automatically comprised of all members of the Board of Directors who are also active musicians in the TCC or other music organizations and may include the conductor. The default Musicianship Committee is granted full authority and responsibility over musicianship related issues including but not limited to: establishing musicianship standards, auditions of new and continuing musicians, guest artist selection, and resolution of musicianship complaints and grievances.

Section 5.01 Regular Board Meetings

The Board of Directors will meet at least four times per year with one meeting before the start of the regular concert season, one meeting at the end of the regular concert season and at least two meetings during the season. The date, time, and place of regular Board meetings shall be set by the Board of Directors. All regular Board meetings shall be open to the entire membership of the organization.

Section 5.02 Special Meetings

The Board may call special, unscheduled meetings to address operational issues between regular scheduled meetings. The date, time, and place of special meetings shall be set by the Board of Directors. Special meetings may be open to the entire membership of the organization at the discretion of the Board of Directors. Members shall not have the right to call special meetings.

Section 5.03 Business Meetings

At least one Business Meeting shall be held (typically at the end of the regular concert season) to communicate business status to the membership and allow for any membership votes as required in other sections of these Bylaws. All business meetings must be announced to the entire membership in accordance with Section 5.04 and the notice must include the meeting agenda and all voting issues to be addressed at the meeting. The date, time, and place of business meetings shall be set by the Board of Directors. All business meetings shall be open to the entire membership of the organization.

Section 5.04 Notice

Notice of all Board meetings and business meetings shall be given to all Board members. Confirmation of receipt of notice shall not be required in any form. The primary method of notification shall be via email or website posting not less than seven (7) days before a meeting. All members must provide a valid email address to receive meeting notifications. Members of the organization who do not have regular access to email are expected to "buddy" with another member who has email and is willing to communicate notifications via phone or other means. The following secondary methods of notification may be used instead of, or in addition to, email at the discretion of the Board of Directors: regular mail not less than ten (10) days before a meeting or telephone not less than one (1) day before a meeting.

Section 5.05 Waiver of Notice

Attendance by a director at any Board Meeting shall be considered a waiver by her or him of timely and adequate notice unless s/he expressly challenges the notice when the meeting begins. If all directors are present at any Board Meeting, no notice shall be required and any business may be transacted.

Section 5.06 Meeting Participation via Conference Telephone

Members of the Board may participate in a Board Meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another. Board members must participate in a Board meeting in order to vote on issues presented in the meeting. Voting by proxy is not permitted in any form.

Section 5.07 Board Quorum

A quorum shall consist of a majority of the voting members of the Board of Directors. A quorum of the Board members must exist at every meeting before business can be transacted or motions made or passed. If there be less than a quorum present at any meeting, the majority of those present may cancel the meeting or reschedule the meeting to another time. At the rescheduled meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice, provided a quorum is present at such deferred meeting. Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, all decisions will be by majority vote of those attending a meeting at which a quorum is present.

Section 5.08 Action without a Board Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all the members of the Board consent in writing (to include email receipt by the Secretary) to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board.

Section 5.09 Voting Summarization

This section is intended only to consolidate and summarize the voting affirmation ratios contained in many other sections of these Articles. In the event the summarization in this section does not agree with the actual statement of a voting ratio within the original section of these Articles, the original section takes precedence and an immediate update to this section is automatically affirmed with the same authority as a unanimous vote of the Board and voting membership.

Reference Voting Action or Resolution Voting Ratio need to Affirm the Action or Resolution

Section 2.02

Any issue put before the membership for vote (including amendments to these Bylaws and election of Board members) Majority vote (greater than one-half) where at least two-thirds of the participating musicians on the current roster are present.

Section 5.07

Any action or resolution not specifically referenced with a voting ratio in these Bylaws The majority (over one-half) of the Directors attending a Board meeting where a quorum is present.

Section 3.07

Board member termination Two-thirds of the remaining Directors of the current Board.

Section 5.08

Any action without a meeting Unanimous vote of the entire Board consented in writing (to include email receipt by the Secretary)

Section 6.01 Fiscal Year

The fiscal year of the organization shall be September 1 – August 31. The financial records of the organization are public information and shall be made available to the Board and the public.

Section 6.02 Reimbursements

Personal funds used on behalf of the TCC and personal expenses incurred in the furtherance of TCC business by Directors, Officers, Members or other agents of the organization may be reimbursed from TCC funds provided such expenses are appropriately documented and were pre-approved by decision of the Board of Directors, or that a petition for such expenses is later approved by the Board of Directors.

Section 6.03 Deposits and Accounts

All funds of the organization, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board.

Section 6.04 Dissolution

The Articles of Incorporation filed for the TCC with the Colorado Secretary of State includes an "Additional Provisions" attachment that satisfies IRS 501 (c)(3) requirements for a charitable organization. This section further defines Provision 3 of that attachment to appropriately direct organization assets in the event that the TCC should be dissolved.

The following hierarchy shall be followed for the distribution of TCC assets at dissolution:

1. All assets become the property of the Thornton Arts, Sciences and Humanities Council (TASHCO) if it exists at the time of TCC dissolution.

2. If TASHCO does not exist, then assets may be distributed to one or more selected 501(c)(3) music organizations with a purpose similar to the TCC and based in Thornton or Northern Colorado areas.

3. If no organizations meet the criteria in #2 then assets may be distributed to one or more 501(c)(3) music organizations with a purpose similar to the TCC and based anywhere in Colorado.

4. If no organizations meet the criteria in #3 then assets may be distributed to any organizations that satisfy Provision 3 of the Additional Provisions attached to the TCC Articles of Incorporation.

Section 7.01 Right to Indemnification

Every member of the Board of Directors and Officers of the organization may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such member of the Board or Officer in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board or Officer of the organization, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such member of the Board or Officer is entitled.

Section 7.02 Liability Limitations

Directors and Officers of the organization shall not be personally liable to the organization for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these Bylaws or the Articles of Incorporation, or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

Article VIII Prevailing Authority

The Colorado Non-Profit Code and Federal IRS tax code section 501(c)(3) shall govern all actions of the Board of Directors that are not specifically prescribed by these Bylaws. The Colorado Non-Profit Code and Federal IRS tax code section 501(c)(3) shall prevail whenever these Bylaws conflict with existing code.

These Bylaws may be amended by vote of the membership at any Business Meeting under the following provisions:

• Provided prior notice of the proposed amendment is given to the full voting membership of the organization in the notice of meeting at which such action is taken.

• Provided the meeting agenda does not also include the removal, replacement or addition of any Director or Officer.

• Provided any amendment, which adds to, removes or changes voting affirmation ratios also amends the summarization of voting affirmation ratios in Section 5.09.

The titles and numbering of the Articles and Sections of these Bylaws are for convenience only and do not alter, affect, or add to these Bylaws.

On October 16, 2014 notice was posted of a meeting of the membership of the Thornton Community Chorus to be held on Monday, October 20, 2014. This noticed included information regarding a proposed amendment to the by-laws regarding the discrimination policy.

On October 20, 2014 the meeting of the Thornton Community Chorus was held. There was a quorum present. A discussion was held regarding the proposed amendment to the by-laws. After discussion a motion was made to approved the following:

Shall Section 1.03 of the Thornton Community Chorus by-laws (the Non-Discrimination Policy) be amended to change the language from:

Discrimination on the basis of age, race, sex, color, creed, religion, national origin, gender, sexual orientation or disability is strictly prohibited.

To: Discrimination against any person or organization based on age, race, sex, color, creed, religion, national origin, gender identity, sexual orientation, transgender status, gender expression, ancestry, marital status, gender, veteran status, military status, political service, affiliation or disability is strictly prohibited.

The motion was passed unanimously by all of the members present at the meeting.