The name of the corporation shall be HARVARD GLEE CLUB FOUNDATION, INC. (the “Corporation”).
The principal office of the Corporation shall be within the Commonwealth of Massachusetts.
Those members of the Board of Directors of the Corporation (the “Board” with the members of the Board being referred to collectively as the “Directors”), the Executive Committee of the Corporation (the “Executive Committee”), or any other committee of the Corporation who are not able to be present at any meeting may participate by telephone or electronic means as determined by the Executive Committee.
Section 1. Of the Board of Directors
a. Annual Meeting. An annual meeting of the Board (the “Annual Meeting”) shall be held each year. The Annual Meeting shall be held at such place within the Commonwealth of Massachusetts or elsewhere as is designated in the call for the meeting. Notice of the Annual Meeting shall be given at least thirty days in advance and shall set forth the time and place of the meeting and the business to be transacted at the meeting.
b. Other Meetings. The Board shall meet at least once each year in addition to the Annual Meeting and preferably at least one of said additional meetings shall be at a location or locations outside the Commonwealth of Massachusetts as determined by the President, as defined below, and set forth in the call of the meeting. Notice of additional meetings shall be given at least thirty days in advance and shall state the time and place of the meeting and the business to be transacted at the meeting.
c. Special Meetings. Special meetings of the Board may be called at any time by the President, by a majority of the Executive Committee, or on the request of a majority of the Board. Notice of special meetings shall be given at least two weeks in advance and shall state the time and place of the meeting and the business to be transacted at the meeting.
Section 2. Of the Executive Committee
The Executive Committee shall meet at the call of the President or a majority of the Executive Committee at such times and places as are set forth in the call of the meeting.
Section 3. Quorum
a. Board. A quorum for the transaction of all business at any meeting of the Board shall be at least half of the membership of the Board including Directors who are participating by phone and electronic means.
b. Executive Committee. A quorum for the transaction of all business at any meeting of the Executive Committee shall be at least half of the membership of the Executive Committee including members who are participating by phone and electronic means.
Section 4. Waiver of Notice
Any notice required by these by-laws to be given either to a Director or to a member of the Executive Committee may be waived by the person entitled thereto either before or after the notice was required to have been given provided such waiver is made in writing and filed with the records of the Corporation.
Board of Directors
Section 1. Composition, Powers, and Duties
The Board shall include the Officers, as defined below, and ex officio Directors and no more than twenty-four additional elected Directors. The Board shall set the general policies of the Corporation, approve budgets, authorize major expenditures, and oversee the general activities of the Corporation.
The Board shall have authority to employ an Executive Director of the Corporation (the “Executive Director”), to determine the terms and conditions of his / her employment and, through the President, to direct and supervise his / her activities.
Section 2. Election and Terms
Directors shall serve for a term of three years, subject to re-election for a second term of three years; provided, however, that no Director shall be elected to serve following the conclusion of any two consecutive three-year terms unless he shall have been off the Board for a period of at least one year (with the term commencing after such one year period deemed to be a first three-year term). Each year, one-half of the positions on the Board which are to expire in that year shall be filled by election by vote of the Alumni, as defined below, with the remaining one-half of the positions to be filled by election of the then Board. Director positions which are to be filled by election by the Alumni shall be filled by those candidates who receive a simple plurality of the votes cast by the Alumni. This dual election process shall be carried out insofar as is possible such that the full membership of the Board reflects the diversity of Alumni classes and of geographic areas in which the Alumni reside, as well as those who make important contributions to the work of the Corporation.
The following shall be Directors of the Board ex officio, with full participation and voting rights: the Director of Choral Activities of Harvard University (the “Director of Choral Activities”), the Executive Director, and the current President, Manager, Graduate Advisor and Graduate Manager of the Harvard Glee Club (the “Glee Club”). The Board may designate additional ex officio Directors.
Service on the Board as Officers and ex officio Directors shall not be included in determining term limits of Directors as set forth in the first paragraph of this Section 2.
As used herein, “Alumni” shall mean, collectively, all graduates (or students who left without taking a degree) of Harvard College or any of the several graduate schools or programs of Harvard University who were members of the Glee Club.
Officers & Executive Committee
Section 1. Officers
The officers of the Corporation shall be those of President (the “President”), Vice-President, Immediate Past President, Secretary, and Treasurer (collectively, the “Officers”).
Section 2. How Chosen and Terms of Office
The President, Vice-President, and the Immediate Past President shall be elected by the Board for two-year terms in the following normal progression: Vice-President, President, then Immediate Past President, provided that there shall be a term limit of two years in each of these offices. The Secretary and the Treasurer shall each be elected by the Board for a maximum of two consecutive three-year terms.
Two offices may not be held by the same person, except the offices of Treasurer and Secretary.
Vacancies in any of the offices shall be filled by the Board.
Officers shall serve until the conclusion of the Annual Meeting or until their successors are elected.
Section 3. Executive Committee
The Executive Committee shall be comprised of the Officers, the chairs of the Standing Committees, as defined below, the Executive Director, the Director of Choral Activities, and the current President and Manager of the Glee Club. The Graduate Manager and Graduate Advisor of the Glee Club shall be ex officio non-voting members.
Section 4. Removals
The Board may, by a majority vote of those present and voting, remove at any time any Director (except ex officio Directors), Executive Committee member, or Officer and designate a successor to serve until the next Annual Meeting.
The President may remove at any time the chair of any Standing Committee and appoint a successor.
Powers and Duties of Officers and the Executive Committee
Section 1. President
The President shall have day-to-day supervision and direction of the business and activities of the Corporation and the Executive Director. He shall preside at all meetings of the Board and of the Executive Committee. He shall, in consultation with the Executive Committee, appoint the chairs and members of the Standing Committees and other committees created by the Board or the Executive Committee. He may execute all bonds, mortgages and contracts requiring the seal of the Corporation.
Section 2. Vice-President
The Vice-President shall assume the powers and duties of the President in the President’s absence.
Section 3. Immediate Past President
The Immediate Past President shall assume the duties and powers of the President in the absence of the President and the Vice President.
Section 4. Executive Committee
The Executive Committee shall have the power and authority to manage the business and affairs of the Corporation between meetings of the Board. The Executive Committee may create and supervise the work of committees in addition to the standing committees to carry out the work of the Corporation.
Section 5. Secretary
The Secretary shall be sworn to the faithful performance of his duties and shall keep a true record of all meetings of the Board and of the Executive Committee. He shall be responsible for such record books, papers and other documents as shall be required by law to be kept and which shall be available for inspection by persons entitled to by law. He shall also be responsible for keeping a roll of all Alumni and, in connection with such duties, keep the Alumni Records Office of Harvard University apprised of any changes of address or notices of deaths received by him. He shall act as the Clerk of the Corporation and must reside within the Commonwealth of Massachusetts. In the absence of the Secretary, a Secretary pro tem shall be appointed by the presiding officer and shall be duly sworn and shall perform the duties of the Secretary.
Section 6. Treasurer
The Treasurer shall be the general financial officer. He shall be responsible for full and accurate accounts of receipts and disbursements. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Committee or, in the absence of such designation, in a depository of his choice. He shall have authority to draw checks and other instruments on behalf of the Corporation.
The Treasurer shall give bond in such penal sum as is satisfactory to, or required by, the Board, and he may be required to furnish sureties approved by them if they so elect. The Board may by express vote waive the requirements that the Treasurer give bond. The Treasurer may execute all bonds, mortgages and contracts requiring the seal of the Corporation. If there is an Assistant Treasurer, he may be, but need not be, required by the Board to give bonds.
Section 7. Records
All records as herein above mentioned shall reside at the office of the Corporation under the care of the Executive Director or an official designee.
There shall be the following standing committees of the Board (collectively, the “Standing Committees”):
1. The Governance Committee shall, in consultation with the Alumni, the Directors, and the Officers, develop and recommend a slate of officers and Directors for election by the Alumni and the Board as provided herein. It shall also monitor the overall governance of the Corporation.
2. The Development Committee shall design, supervise, and oversee the fund-raising activities of the Corporation.
3. The Alumni Engagement Committee shall oversee the design and implementation of activities to encourage participation of Alumni in the programs and goals of the Corporation and the Glee Club.
4. The Finance Committee shall be chaired by the Treasurer and shall be responsible for overseeing the finances of the Corporation. The Investment Committee, a sub-committee of the Finance Committee, shall be responsible for managing the investments of the Corporation.
5. The Student Relations Committee shall foster strong open communication between the Corporation and Glee Club, reinforce the importance of Glee Club activities / goals, coordinate a collaborative division of duties on joint projects, and undertake other duties as charged by the Executive Committees of both the Corporation and Glee Club.
The Board may designate and create any other standing or ad hoc committees with such duties and powers as it sees fit to further the purposes of the Corporation.
The committees and Officers shall present to the Board at each Annual Meeting such reports of the condition of the Corporation as the Board may require.
The fiscal year of the Corporation shall end on June 30th of each year.
Articles of Organization
The provisions of the Articles of Organization, as filed with the Secretary of State for the Commonwealth of Massachusetts on December 13, 1949, and as the same may be amended, restated, or modified from time to time and shall be deemed to constitute a part of these By-Laws as if the same were restated in their entirety herein.
Members of the Corporation
The Directors of the Corporation shall constitute the members of the Corporation for the purposes set forth herein.
Distribution of Assets on Corporate Dissolution
In the event that the Board determines that it would best serve the objectives of the Corporation to dissolve the Corporation and to transfer the assets of the Corporation to another charitable body, it may, by majority vote, authorize the filing of a petition with the Massachusetts Supreme Judicial Court requesting dissolution and recommending the most appropriate successor organization.
The seal of the Corporation shall have inscribed thereon “HARVARD GLEE CLUB FOUNDATION, INC., MASSACHUSETTS, 1949.”
Indemnification of Directors and Officers
The Corporation may, by vote of the Board, indemnify persons who may serve or have served at any time as a Director or Officer of the Corporation against expenses and liabilities, including counsel fees, reasonably incurred of imposed upon such person in connection with his or her service or prior service in such capacity. The terms of such indemnification shall be determined by vote of the Board.
These by-laws may be amended or repealed at any meeting of the Board by vote of a majority of the Directors present or participating by telephone or electronic means, provided that notice of the proposed amendments is included in the notice of the meeting.