TOSDV CONSTITUTION & BY-LAWS
The original Constitution was officially adopted on January 4, 1968, by the former Officers and Directors of the Delaware Valley Chapter (the Chapter), American Association of Theatre Organ Enthusiasts, Charter #2, originally chartered July 31, 1955.
The name THE THEATRE ORGAN SOCIETY OF THE DELAWARE VALLEY, INC. (hereinafter TOSDV), was adopted as the corporate name of this organization and was so voted by the General Membership in May 1968.
The Theatre Organ Society of the Delaware Valley, Inc. was incorporated September 7, 1967 in the Commonwealth of Pennsylvania as a non-profit, non-stock membership corporation (Entity #354948). It received its determination from the Internal Revenue Service under Sect. 501(c)(3) of the Internal Revenue Code. It is registered with the PA Bureau of Charitable Organizations (Reg. # 32434).
CONSTITUTION
ARTICLE I
This organization shall be known as “The Theatre Organ Society of the Delaware Valley, Incorporated.” (TOSDV). TOSDV shall be affiliated with the national organization known as the American Theatre Organ Society (a California Corporation), (ATOS) where it is identified by charter as Delaware Valley Chapter of ATOS and will be guided in all local activities and functions by adherence to ATOS policy as set forth in its Constitution and By-Laws that is not inconsistent with the Pennsylvania Articles of Incorporation and related laws and the requirements of Pennsylvania charitable organization regulations. Members of TOSDV who are members of ATOS have designated TOSDV to manage the obligations of the Chapter. All assets shall be the property of the Pennsylvania Corporation.
ARTICLE II
The purpose of this organization shall be to preserve the traditions of the theatre organ, to further the understanding of the instrument and its music, and to preserve the physical instruments that are left in existence as come within its ability and interest to do so.
ARTICLE III
The life of this corporation shall be perpetual and it shall be non-profit in nature.
ARTICLE IV
The membership shall consist of persons who have complied with the conditions of membership as set forth in the By-Laws.
ARTICLE V
This Corporation shall be governed by a Board of Directors and the Officers as chosen at such times and in such manner and for such periods as the by-laws shall ordain.
ARTICLE VI
(known as ARTICLE X in Corporate Papers, the Articles of Incorporation)
‘DISSOLUTION CLAUSE’: If for any reason this organization should be disbanded, it is understood that all assets shall be distributed to non-profit organizations mutually acceptable to our members and the Internal Revenue Service.
BY-LAWS
ARTICLE l MEMBERSHIP
Section l). There shall be three levels of membership, Regular, Associate and Honorary.
Each level shall have different requirements and rights as outlined in Sections ll through Vll of Article l of the by-laws.
Section ll). Each applicant for membership must sign the application furnished by TOSDV and that application must then be forwarded to the Treasurer along with dues for the current year. The Treasurer will in turn present the application to the Board of Directors for consideration.
Section lll). The dues of membership in TOSDV shall be determined by the Board of Directors of this corporation and may be adjusted on a yearly basis. Dues shall be payable before January first of each year. New members’ dues may be prorated to the nearest half year as determined by the board.
Section lV). The fiscal year for this corporation shall be the Calendar Year beginning January 1. Non-payment of dues by January 1 shall cause the member concerned to be dropped from the roster of membership and forfeiture of all rights to participate in the activities of the organizations. It should be noted that dues of TOSDV are on a calendar year basis, and those of ATOS are based on the anniversary date of membership.
Section V). Regular membership is granted to full dues paying members of TOSDV that hold and maintain full dues paying membership in ATOS. Regular members shall have the right to participate in elections, hold elected and non-elected offices, vote on matters brought before the general membership, receive a copy of the publications of TOSDV by the current means of distribution and can attend events held by TOSDV.
Section Vl). Associate membership is granted to full dues paying member of TOSDV that are not full dues paying members of ATOS. These members will receive a copy of the publications of TOSDV by the current means of distribution and can attend the events held by TOSDV. They may not participate in elections, hold elected office, or vote on items brought before the membership.
Section Vll). Honorary Membership may be granted for achievements warranting special recognition in the field of theatre organ. Candidates for Honorary Membership are nominated by three regular members of TOSDV and this nomination must be approved in writing by a majority of the Board of Directors. Honorary Members shall have the same rights and privileges as Associate Members. Honorary Members shall pay no dues.
Section Vlll). The Board of Directors from time to time may create other formal relationships with organizations and individuals to recognize ongoing contributions and support. Individuals and designated representatives of such organizations do not require membership status except by meeting the requirements of this Article l.
ARTICLE ll GOVERNANCE
Section l). The governance of TOSDV will reside in a board of directors consisting of volunteer members who are willing to attend a minimum of six scheduled meetings each year. Board members shall be elected by the General Membership. Each new Board shall organize itself at its first meeting by electing its officers from the board as needed. Officer’s terms shall be for a period of one year.
Section ll). The complement of the board shall consist of 9 regular members elected for a three year term. The terms shall be staggered so only three will expire each year. Board members may be re-elected to the board twice. The Secretary and Treasurer may hold office for a maximum of 6 years if no other candidates presents themselves. The Vice President and President may only hold their office for a period of two years in each position and may not run or be appointed to that office again for 2 years.
Section lll). The board shall consist of nine members of which, if five are present in person or by proxy, defined as a letter, printed copy of an e-mail or other hard copy transmittal, designating to whom the proxy is given with any instructions or designations, at any meeting, regular or special, shall constitute a quorum for conducting business.
Section lV). The board may elect such regular members from time to time as needed to fill vacant non-officer board positions until the next election.
Section V). The board may appoint one of its elected members to fill an open officer’s position until the next election with the exception of President, which the Vice President shall fill.
on Vl). Operations shall be the responsibility of the four officers: President, Vice President, Secretary and Treasurer.
Section Vll). The President, with the concurrence of the Board, shall appoint members of TOSDV to define functions as necessary.
Section Vlll). Elections
- Elections shall take place at the annual
- The board shall appoint a nominating committee comprised of 3 regular members that are not currently on the board nor expect to be a candidate for the board before the next election.
- Interested regular members may submit themselves for consideration by submitting a notice of interest to the nominating committee at least three months before the
- The nominating committee shall present their list of candidates including self nominations to the board for proper vetting at the board meeting at least two months before the
- The candidates will prepare a short written list of comments to be included with the ballots and to be published in The Lift. These are to be submitted to the board at their meeting at least two months before the
ARTICLE lll
DUTIES OF THE BOARD OF DIRECTORS
Section l). The Board of Directors shall manage the business affairs of the Corporation. The Board shall secure audits at the level required by the Internal Revenue Service, the Pennsylvania Bureau of Charitable Organizations and any funding entity and shall be responsible for maintaining the tax-exempt status of TOSDV.
Section ll). The Board of Directors shall meet as a whole, monthly, or on special call by board members to deal with corporate matters and long term planning; and as near as possible to the same day of the week each month to establish a continuity acceptable to the majority of each new Board, and as such other times as the President shall deem necessary or upon written request of three members of the Board of Directors. All business coming before a meeting of the Board shall be decided by a majority of the Board present as per Article ll, Section ll, with the exception of disposition of major Society property or unusual expenditures. These shall be authorized only by a vote of the full membership.
Section lll). All members of TOSDV are invited and encouraged to attend meetings of the Board of Directors. Whenever possible, date and location of these meetings will be listed in the official publication. Members may also obtain this information by calling the Secretary.
Section lV). No member shall undertake the repair, rebuilding and/or maintenance of any organ in the name of the Organization without the approval of the Board of Directors. The Director in charge of projects shall be responsible for and assume authority over any projects undertaken by TOSDV.
Section V). The board is permitted to create sub-committees when it is desirable to subdivide its areas of responsibilities.
ARTICLE IV
DUTIES OF THE OFFICERS
Section l). The President by virtue of office shall be a member of the board of directors. The President shall appoint Sectional Chairman and all committees not otherwise provided for with approval of the board. He or she shall see that all rules and laws of TOSDV are faithfully complied with. He or she shall sign all documents and such papers that require such signature to properly authenticate them and shall perform such other duties as the rules and usages of TOSDV require, including the installation of new Officers. The President shall preside over all meetings and field trips.
Section ll). The Vice-President by virtue of office shall be a member of the Board of Directors. He or she shall assist the President in the discharge of duties. The Vice-President shall act as Chairman of the Program Committee if so required and shall appoint members of that Committee. In the absence, death, disability or resignation of the President, the Vice President shall discharge the duties of the President.
Section lll). The Secretary by virtue of office shall be a member of the Board of Directors. He or she shall keep a record of the proceedings of all meetings of TOSDV and the Board of Directors. He or she shall record and file all documents pertaining to TOSDV and its business and shall send out all notices and attend to all correspondence pertaining to TOSDV.
Section lV). The Treasurer, by virtue of office shall be a member of the Board of Directors. He or she shall collect and disburse all dues and monies relative to TOSDV and be responsible for all funds coming into his or her hands. The Treasurer shall, at each Annual Meeting and whenever requested by the Board of Directors, render in writing a true and faithful account of money received and paid out by him or her. The Treasurer shall keep a complete roster of members and shall submit an update to the secretary monthly and a statement at each regular annual meeting and to the President whenever required. The Treasurer’s books shall be audited annually by an auditing committee appointed by the President and the committee shall complete its work and report in writing to the outgoing President before the January board meeting.
Section V). In the event of the absence of the President and Vice President at any meeting, trip or social function, it shall be conducted by the director present senior in length of service.
ARTICLE V MEETINGS
Section l). The Annual Meeting of TOSDV shall be held during the month of November each year at a place and time selected by the Board of Directors at its February meeting. This meeting must be held within the Commonwealth of Pennsylvania. At the Annual Meeting it shall be the obligation of the previous Officers and Board to report upon the record of the previous year and for the current Board to present its plans and outlook for the coming year. A proposed budget for the coming year shall be presented by the Board for approval by the membership. The budget shall be printed in the “Lift” at least 21 days prior to the meeting.
Section ll). Special meetings may be called by the President or the Board of Directors.
Section lll). A quorum for all meetings of TOSDV shall be 25% of the voting membership in person or by proxy, defined as a letter, printed copy of an e-mail or other hard copy transmittal, designating to whom the proxy is given with any instructions or designations.
Section lV). General meetings or events shall be held at least six times annually. These may be announced through any acceptable means, including, The Lift, the official website, E-mail or separate mailings.
Section V). The Secretary shall give at least 21 days notice of the Annual Meeting.
ARTICLE Vl
RESPONSIBILITIES OF MEMBERS AND GUEST
Section l). All members, their guests and any other person taking any trips or attending any meeting or any of the other functions sponsored by TOSDV, do so at their own risk.
Section ll). Members are responsible for the action of their guest and are expected to behave in a proper and civilized manner at all public functions. Members or guests may be asked to leave if so warranted.
ARTICLE Vll DISCIPLINE
Section l). Any Officer, Director or member of TOSDV may be removed from office and/or expelled from membership, by a majority vote of the Board of Directors meeting, for neglect of duty, misconduct in office, or any other conduct detrimental to TOSDV. Before any such removal can take place, charges must be preferred against him or her in writing and presented to the Board of Directors for review. Removal by the Board of Directors may be effected only after the accused has had the opportunity of a hearing before the Board of Directors following at least two weeks notice of hearing and the nature of the charges submitted to the person involved in writing, by registered mail, to the address on file with the Treasurer.
ARTICLE Vlll INSIGNIA
Section l). There shall be an insignia for the organization, the design of which is to be determined by the Board of Directors after consulting with the membership.
ARTICLE lX
OFFICIAL PUBLICATION
Section l). There shall be an official publication of TOSDV with a staff and editor appointed by and subject to, the control of the Board which is to be called “The Lift”.
Section ll). The President and Editor of the LIFT are authorized to solicit financial support from sponsors who are acknowledged in the form of “Business Cards” on the lower half of the back page of each issue for a 12 month, 10 issue period for a support donation to be determined with the approval of the Board.
ARTICLE X
AMENDMENTS
Section l). Any proposed amendment to these by-laws must be submitted in writing to the Board of Directors. If approved by a majority vote of the Board of Directors, the amendment shall be presented at the Annual Meeting or a Special Meeting, or by mail ballot, and can be adopted by an affirmative vote of 2/3 of the votes cast, provided the votes cast represent a quorum. The proposed amendment shall be published in the official publication issued prior to the meeting at which such an amendment is to be presented.
Section ll). Any member of TOSDV who wishes to present a matter to the Board of Directors for consideration at a regular meeting may do so contingent upon having first submitted the matter in outline form by writing to any member of the Board of Directors at least ten days before such a meeting.
PUBLICATION HISTORY
Revised 4/83 by Committee (Barbara Harrison, Chair; Roy Caruth; Philip Earnest; Maud Ladd) Presented to the Board of Directors for consideration: 11/83
Submitted to membership by mail ballot and approved at Annual Meeting: 1/84 Revised to include changes voted by Membership: 10/21/84
Reprinted to incorporate changes in unified copy: 12/94
Revised to include amendments as voted by the Membership 3/28/98 and printed April 1, 1998. Revised to include Article ll of the by-laws as voted by the Membership: Feb. 2008.