The Guild: Bylaws

Bylaws of the Central City Opera House Association Guild

ARTICLE I. NAME

The name of this organization shall be the Central City Opera House Association Guild (CCOHAG) (hereinafter known as the “Guild”).

ARTICLE II. OBJECTIVES

The objectives of the Guild shall be: (i) to be an assistance organization to the Central City Opera House Association (hereinafter known as the “Association”); (ii) to provide interest and participation in all activities of the Association; and (iii.) to help the Association in historic preservation, cultural events, and fundraising.

ARTICLE III. MEMBERS

The membership of the Guild shall consist of persons interested in the performing arts and in the restoration and preservation of important historic properties through involvement with and support of the Association.

ARTICLE IV. OFFICERS

Section A: The President(s), Vice-President(s), Secretary and Treasurer shall be elected as provided in Article VI, Section B.

Section B: Officers shall be elected for a term of one (1) year, or until their successors are elected. No elected Officer shall serve more than two (2) consecutive terms in the same office except for the Treasurer, who may serve five (5) consecutive terms.

Section C: Any vacancy of the Officers shall be filled by vote (voice or ballot) of the Executive Committee.

ARTICLE V. DUTIES OF OFFICERS

Section A: The PRESIDENT(S) shall:
     Preside at meetings of the Guild, the Guild Board of Directors, and the Guild Executive Committee;
     Appoint all Standing and Special Committee Chairmen (except the Nominating Committee), subject to the approval of the Executive Committee;
     Appoint a Parliamentarian;
     Be a signatory for authorized disbursements with the Treasurer;
     Be a member of the Education Committee;
     Be an Ex-Officio Member of the Association Board of Directors

Section B: The VICE-PRESIDENT(S) shall:
     Supervise the work of the committees within their respective departments and perform such other duties as may be assigned to them by the Guild President(s), the Guild Board of Directors, and/ or the Guild Executive Committee.

Section C: The RECORDING SECRETARY shall:
     Record the proceedings of all meetings of the Guild, the Board of Directors, and the Guild executive Committee; and
     Provide each member of the Executive Committee and the guild Board of Directors with a copy of their respective meetings.

Section D: The CORRESPONDING SECRETARY shall:
     Be responsible for all correspondence within the Guild and between the Guild and the Association.

Section E: The TREASURER shall:
     Be custodian of all funds and keep an itemized account of receipts and disbursements, and report same at all meetings and upon request of the President;
     Deposit funds in a bank approved by the Guild Executive Committee;
     Prepare and sign checks for authorized disbursements as directed by the by the Guild Board of Directors;
     Pay mandatory expenses as budgeted; and
     Disburse funds to the Association as approved by the Guild Board of Directors.

ARTICLE VI. NOMINATIONS AND ELECTIONS

Section A: NOMINATIONS:

1.  A Nominating Committee of at least three (3) members shall be appointed by the Guild Executive Committee:

     A. The Chair shall be elected from its members; and

     B. The Nominating Committee shall prepare a list of nominees for each elective office and shall publish a copy of such list to the entire membership prior to the election meeting.

2. Nominations may be made from the floor; and

3. No member shall be nominated by the Nominating Committee or from the floor who has not consented to serve if elected.

Section B: ELECTIONS:
     The Officers shall be elected at the October meeting;
     Majority vote elects; and
     Officers shall assume their duties after their installation at the annual meeting in January.

ARTICLE VII. MEETINGS AND QUORUM

Section A: Guild meetings shall be held three (3) times a year (January, May and October), unless otherwise provided by the Guild Executive Committee:
     The October meeting shall be the Election Meeting; and;
     The January meeting shall be the Annual Meeting.

Section B: Special Meetings may be called by the President(s) or by written request of ten (10) members, giving at least ten (10) days’ notice.

Section C: The quorum for the Guild meetings shall be twenty-five (25) members.

ARTICLE VIII. BOARD OF DIRECTORS

Section A: All elected Officers, Chairmen of Standing Committees, the Parliamentarian, and the immediate Past President(s) shall constitute the Guild Board of Directors.

Section B: The Guild Board of Directors shall:
     Conduct the business of the Guild between meetings;
     Adopt such standing rules as are necessary to carry on the business of the Guild; and
     Delegate to the executive Committee such authority as is deemed advisable.

Section C: Meetings of the guild Board of Directors shall be held on a regular basis, decided upon annually by the executive Committee.

Section D: Special meetings shall be upon the call of the President(s) or five (5) Board Members with five (5) days notice.

Section E: A quorum for any Guild Board of Directors’ meeting shall be eight (8) members, including three (3) elected Officers.

ARTICLE IX. EXECUTIVE COMMITTEE

Section A: The Elected Officers and, at the discretion of the President(s), the immediate Past President(s) of the Guild, shall constitute the Guild Executive Committee.

Section B: Meetings shall be called by the President(s) or three (3) members of the Executive Committee, with five (5) days’ notice, to:
     Approve appointments taken by the President(s);
     Be responsible for the transaction of necessary business between meetings of the Guild Board of Directors;
     Fill vacancies on all elective offices, except the office of the Guild President(s); and
      Select a temporary President officer in the absence of the Guild President(s).

Section C: A quorum for any Executive Committee meeting shall be three (3) members.

ARTICLE X. STANDING COMMITTEES

Section A: Standing Committees shall be designated by the Guild President(s) and its Executive Committee.

Section B: For the purpose of coordinating work of Standing Committees and Special Committees and minimizing overlapping efforts, Committees shall be grouped with the respective Vice-Presidents.

ARTICLE XI. DUES AND FINANCE

Section A: Dues shall be due and payable by January 1 of each year.

Section B: A proposed budget shall be submitted by the Guild Treasurer to the Guild Board of Directors prior to the Annual Meeting for consideration and recommendation. The final budget shall be adopted at the Annual Meeting.

Section C: The books of the Guild Treasurer and the treasurer of the Christmas Homes Tour shall be audited by the auditor of the Central City Opera House Association at the end of each fiscal year.

Section D: The fiscal year shall be from January 1 through December 31.

ARTICLE XII. PARLIAMENTARY AUTHORITY
The last edition of Robert’s Rules of Order – Newly revised shall govern the proceedings in all cases not provided for in the Bylaws or in the Standing Rules.

ARTICLE XIII. AMENDMENTS

Section A: These bylaws may be amended at any regular meeting by a two-third (2/3) vote of the members present, provided prior notice has been given.

Section B: These bylaws may be revised if the Guild Board of Directors authorizes a special committee for revision.

Section C: These bylaws and any proposed Amendments or Revisions are subject to review by the Association before becoming effective.

ARTICLE XIV. DISSOLUTION

In the event of the dissolution of the Guild, all assets shall be paid over and delivered to the Central City Opera House Association with the instruction of the Guild that such assets be used for the preservation and restoration of the Association’s historic properties. Should the dissolution of the Guild coincide with the dissolution of the Association, the assets of the Guild shall be distributed as provided by the Articles of Incorporation of the Association.

Revised 2002; Revised October 2009.