Amended & Restated By-Laws of
THE OPERA GUILD OF SOUTHERN ARIZONA

A Non-profit Corporation
Adopted 1960; last revised April 17, 2009

ARTICLE I – NAME

The organization shall be known as the Opera Guild of Southern Arizona, Inc., a nonprofit corporation.

ARTICLE II – PURPOSE

The purposes for which the corporation is formed are those set forth in its Articles of Incorporation, which are to develop and cultivate a wider public interest in music and opera, to further music education and appreciation, and to sponsor and give assistance to operatic programs and activities.

ARTICLE III – MEMBERSHIP

Section 1: The membership of the Guild shall consist of persons interested in the purposes of the Guild. There shall be six classes of membership: Regular Individual, Regular Family, Student, Donor, Benefactor, Honorary Life.
Section 2: Privileges of membership are dependent upon payment of dues as fixed by the Board, such dues payable upon joining the Guild and annually thereafter.

ARTICLE IV – ADMINISTRATION

The affairs of this corporation shall be conducted by a Board of Directors as stated in the Articles of Incorporation and consistent with other provisions within these By-Laws.

ARTICLE V – BOARD OF DIRECTORS

Section 1: The Board of Directors shall determine the policies and programs of the Guild and shall actively promote its objectives. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.
Section 2: The Board shall be composed of not more than 25 members. It shall include (1) the elected officers; (2) the Corresponding Secretary and the Historian, who shall be appointed by the President; (3) the immediate Past President for the year following incumbency; (4) the Chairmen of Standing Committees appointed by the President and (5) other Guild members appointed by the President. The term of an appointed member of the Board of Directors shall be for the current year.
Section 3: Meetings of the Board of Directors shall be held at least five times a year or additionally at the call of the President, or at the request of seven members of the Board. One-third of the Board membership shall constitute a quorum.

ARTICLE VI – OFFICERS

Section 1: Elective officers shall be the President, the First, Second and Third Vice Presidents, the Treasurer and Recording Secretary.
Section 2: Appointive Officers shall be the Corresponding Secretary and the Historian. Other officers may be appointed at the discretion of the President or the Board.

ARTICLE VII – FISCAL YEAR – ANNUAL MEETING

Section 1: The corporation’s fiscal year shall be from July 1 through June 30.
Section 2: The annual meeting of the Guild shall be held near the end of the fiscal year in Tucson, on a date to be decided by the Board. Election of Officers shall be at this meeting. The members present shall constitute a quorum.

ARTICLE VIII – ELECTION OF OFFICERS

Section 1: The Board shall appoint a Nominating Committee of at least three members, at least two of whom shall be members of the Board.
Section 2: At least eight weeks before the election, the Nominating Committee shall invite the membership to submit names of members for consideration as possible nominees for office.
Section 3: Two weeks or more prior to the election, the Nominating Committee shall present to the membership a proposed slate of candidates for elective offices that will be vacated. Officers shall be elected by the membership at the Annual Meeting and assume the duties of their offices on July 1.
Section 4: Officers of the Guild shall be elected for a term of two years. In even years there shall be elected a President, a First Vice President and a Treasurer. In odd years there shall be elected a Second Vice President, a Third Vice President and a Recording Secretary.
Section 5: In the event of a vacancy occurring during the elective term of the officers, the Board of Directors, by vote, shall fill the existing vacancy; the replacement to serve until the following election at which time a nominee shall be elected to fill the unexpired term.
Section 6: When a First Vice President is nominated and elected by vote of the membership, it is with the understanding that the individual will normally succeed the President.

ARTICLE IX – DUTIES OF OFFICERS

PRESIDENT shall preside as chairman of all meetings; shall serve ex-officio as member of all committees except the Nominating Committee; and shall perform other usual duties of the office.
VICE PRESIDENTS – FIRST, SECOND AND THIRD shall preside in their order in the absence of the President. Each shall be chairman of a Standing Committee as determined by the Board.
RECORDING SECRETARY shall keep minutes of the meetings of the Guild and the Board, prepare copies of minutes for distribution to Board members as directed, maintaining a file of essential records for the Guild.
TREASURER shall be custodian of the Guild’s funds, subject to the control of the Board, and shall deposit the Guild’s funds in depositories approved by the Board; shall pay all bills sanctioned by the Board; and shall perform such other duties normally required by the position. The Treasurer shall be a member of the Finance Committee and the Endowment Committee. It shall be the responsibility of the Board to provide bond for the office of the Treasurer.

ARTICLE X – DUTIES OF COMMITTEE CHAIRMEN

Committee Chairmen shall assume the responsibilities of their respective committees as directed by the Board, keep the board apprised of committee activities, and make reports as requested by the Board.

ASSISTANCE AND AWARDS COMMITTEE shall consider, process and approve all scholarships, awards and assistance grants. The chairman shall be a member of the Finance Committee.
DEVELOPMENT COMMITTEE shall develop and direct all fund-raising activities approved by the Board.
FINANCE COMMITTEE shall advise the Board on all matters relating to the financing of the Guild’s operations and programs. Among its duties shall be the preparation of the Budget for presentation to the Board each year. The Finance Committee shall also be responsible for the investment of all Guild funds, in accordance with policies prescribed by the Board . The committee shall include the immediate Past President, Treasurer and Chairmen of the Development and Assistance and Awards Committees.

ARTICLE XI – SCHOLARSHIPS AND SPECIAL AWARDS

OPERA THEATRE SCHOLARSHIP: In addition to other assistance the Guild may award, there shall be awarded annually to the University of Arizona Opera Theater the June Lander Greene Scholarship in an amount to be determined by the Board, to be not less than $600.00. This scholarship shall be disbursed at the discretion of the Director of the Opera Theater.

ARTICLE XII – PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order – Revised shall govern the proceedings of the meetings of the Guild on points not covered in the Articles of Incorporation or the By-Laws.

ARTICLE XIII – NONDISCRIMINATION STATEMENT

The Opera Guild of Southern Arizona does not discriminate on the basis of race, color, national origin, sex, age or disability.

ARTICLE XIV – AMENDMENTS TO THE BY-LAWS

The Board shall have the power to amend the By-Laws of this corporation. Amendment shall require a 2/3 affirmative vote of the entire Board by roll call or by written proxy.