BYLAWS of A NOTION, A SCREAM
An Oregon Nonprofit Organization

ARTICLE I. NAME AND OFFICES

1.1  Name. The Organization shall be known as A Notion, A Scream, an Oregon nonprofit Organization.

1.2 Principal Office. The principal office of A Notion, A Scream (“the Organization”) shall be fixed and located at such place in the State of Oregon, as the Board of Directors shall determine.  The Board is granted full power and authority to change said principal office from one location to another.

1.3  Other Offices. The organization may also have offices at such other place or places as the Board or the business of the Organization may require.

ARTICLE II. PURPOSES

2.1  This Organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

2.2  Financial Gain. Neither the Directors nor the Officers of the Organization may receive financial gain from their positions, except as permitted under applicable state law and under Section 501(c)(3) of the Internal Revenue Code. The Organization shall not engage in any activities which tax-exempt organizations are prohibited from undertaking under Section 501(c)(3) of the Internal Revenue Code 26 U.S.C. Section 170(c)(3).

2.3  Principles of Shared Governance. In concert with principles of equity and inclusion, this Organization shall practice governing procedures and decision-making that disallow authoritarianism and other forms of autocracy. 

2.4  Specific Objectives and Purposes, and Means. The specific objective and purpose of this arts organization shall be to support and sustain the making of music that aims to prove the best of humanity, centering equity and inclusion, connection and care, beauty and joy.  We carry out our purpose by creating and growing an accessible and inclusive community choir that sings almost entirely the music of living composers. In this way we support the livelihood of composers, and we enhance the field of contemporary choral music. We carry out our purpose in the community through musical performances, organizational partnerships, and building support through the development of relationships with community foundations and partners. In line with these purposes, this Organization shall not require fees (monetary or otherwise) of its singers as a prerequisite for participation.

ARTICLE III. MEMBERSHIP

3.1  Members. This Organization shall have no members as that term is defined by Oregon Revised Statutes, Chapter 65, but shall have members for other purposes, referred to hereinafter as “A Notion, A Scream members”, also “A Notion, A Scream singers”.  A Notion, A Scream members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute). Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval by the Board. All rights which would otherwise vest in the members shall vest in the Directors.

ARTICLE IV. BOARD OF DIRECTORS

4.1  Powers.  The business affairs of the Organization shall be managed and controlled by its Board of Directors. 

4.2  Number.  The Board of Directors of the Organization shall consist of not fewer than three (3) members and not more than nine (9) members.  The Artistic Director (or staff equivalent to that title) shall be included as ex officio Director, and will have full voting rights, subject to conflict of interest provisions stated in 4.13. Other Staff may be included as ex officio Directors, as determined by the Board, and will have full voting rights, subject to conflict of interest provisions stated in 4.13.  

4.3  Term of Office.  Each Director (other than ex officio staff) shall serve for a term of three years, whose terms shall be staggered so that approximately one-third of the Directors shall be elected each year. A Director may serve for up to 3 terms (9 years). Upon completion of serving 3 terms, a Director must wait for one year before being re-elected.

A person who has been selected as a Director to complete the unexpired term of another Director is eligible to serve as member of the Board of Directors for a period which includes consecutively the unexpired term of the other Director and for two additional terms.  

4.4  Removal.  Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.

4.5  Resignation and Vacancies.  Any Director (other than ex officio staff) may resign effective upon giving written notice to one of the officers of the Board. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.

Vacancies, resulting from resignation, death, incapacity, removal of a Director, or expansion of the Board, may be filled by consent protocols among the remaining members of the Board at any regular or special meeting of the Board. The election shall be for the remainder of the unexpired term of office.

If any of the Board of Directors is absent in person from three (3) consecutive meetings without good and sufficient reason, the Board of Directors may consider that member to have resigned and shall so notify them in writing.

4.6 Fees and Compensation.  Directors (other than ex officio staff) shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.

4.7  Quorum and Action.  A quorum at a Board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, a majority of the number in office immediately before the meeting begins. If a quorum is present, action is taken by consent of the Directors present, except as otherwise provided by these Bylaws. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority required by law.

4.8  Place of Meetings.  Meetings of the Board of Directors may be held at such place and time as may be agreed upon by the Directors. Meetings may be held by phone conference or other electronic means if all persons participating in the meeting can communicate with each other simultaneously.

4.9  Regular Meetings.  Regular meetings of the Board shall be at least quarterly, except that the Board may decide not to meet in a month when a performance is scheduled.

4.10 Special Meetings.  Special meetings of the Board for any purpose or purposes may be called at any time by the request of the President or any three (3) Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally, by telephone, mail, text, or email not less than one week prior to the date of the special meeting.

4.11 Notice of Meetings.  Notice of any meeting of the Board of Directors, in each specifying the date, time, and place of the meeting, shall be given to each Director by delivering notice orally, in writing, or electronically, at least seven (7) days prior to the date of the meeting.

4.12 Action without Meeting.  Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken or so taken, shall be agreed to by all the Board members then in office. A written consent may be provided by an electronic transmission.

4.13 Conflict of Interest.  Whenever a Director or Officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

1. The interest of such Officer or Director is fully disclosed to the board of directors.

2. No interested Officer or Director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.

3. Any transaction in which a Director or Officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.

4. Payments to the interested Officer or Director shall be reasonable and shall not exceed fair market value (not including payments related to salaries of ex officio Directors.) 

5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE V. OFFICERS OF THE BOARD OF DIRECTORS

5.1 Officers.  The Officers of the Board of Directors shall include a President, a Secretary, and a Treasurer. The Board may also have, at the discretion of the Board, such other officers, including one or more Assistant Presidents, Assistant Secretaries, and Assistant Treasurers, as may be selected by the Board or may be appointed by the President, as the business of the Organization may require, each of whom shall hold office for such period, have such authority and perform such duties as provided in these Bylaws or as the appointing authority may determine.

Officers shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service or until their respective successor shall be selected. Any number of offices may be held by the same person, except as provided in the Articles or in these Bylaws and except that neither the Secretary nor the Treasurer may serve concurrently as President.

5.2 Selection and Terms of Office.  The Officers shall be selected to a one-year term at the annual meeting to take office immediately after the annual meeting. Nominations shall be made by the Governance Circle (see 6.2) and may be made from the floor by a member of the Board of Directors with the consent of the candidate. At each annual meeting, the Board of Directors shall install officers to serve until their successor has been duly selected and accepts the office, or until the officer has resigned or has been removed in the manner provided herein. Officers shall not hold office for more than three (3) one-year terms without a break in service in that particular office.

5.3 Removal and Resignation of Officers.  An Officer selected by the Board of Directors may be removed from such office by the Board of Directors whenever, in its judgment, the best interests of the Organization shall be served thereby. Any officer may resign at any time by giving written notice to the President or Acting President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.

5.4 Vacancies of Officers.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for the regular selection or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

5.5 President.  The President shall convene regularly scheduled Board meetings. The President shall, if present, preside at all meetings of the Board, and shall have responsibility for ensuring that all orders and resolutions of the Board are carried into effect. The President, in consultation with other Officers, shall set Board of Directors meeting agendas, and perform such other duties as may be prescribed by the Board of Directors.  The President shall agree to participate in anti-authoritarian and anti-oppressive (e.g. sociocratic) decision-making processes. 

5.6 Vice-President.  If there is a Vice–President, they shall lead meetings and discussions in the absence of the President. The Vice President shall have any other powers and duties of and be subject to all the restrictions upon the President, and shall perform such other duties as may be prescribed by the President and/or Board of Directors. The Vice-President shall agree to participate in anti-authoritarian and anti-oppressive (e.g. sociocratic) decision-making processes. 

5.7 Secretary.  The Secretary shall keep or cause to be kept a record of minutes of all meetings of the Board of Directors; shall maintain a current roster of all members of the Board of Directors; and be responsible for the custodial care of the Board of Directors meeting records. The Secretary shall keep, or cause to be kept, the Organization’s Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by these Bylaws or by law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board. The Secretary shall agree to participate in anti-authoritarian and anti-oppressive (e.g. sociocratic) decision-making processes. 

5.8 Treasurer.  The Treasurer is responsible for ensuring that adequate and correct accounts of the properties and business transactions of the Organization are maintained. The books of account shall at all times be open to inspection by any Director. The Treasurer shall oversee the deposit of all money and other valuables in the name and to the credit of the Organization with such depositories as may be designated by the Board. The Treasurer shall ensure the disbursement of the funds of the Organization as may be ordered by the Board, and shall oversee an account of all transactions and of the financial condition of the Organization, and shall have such other powers and perform such other duties as may be prescribed by the Board. The Treasurer shall be the leader of whichever circle has funding or finance as its domain.  The Treasurer shall agree to participate in anti-authoritarian and anti-oppressive (e.g. sociocratic) decision-making processes. 

ARTICLE VI. COMMITTEES

6.1 Executive Committee (“Purpose Circle”).  The Board of Directors may elect an Executive Committee, which in our organization, operating via sociocratic governance, is called a Purpose Circle.  The Purpose Circle shall have the power to make ongoing decisions between Board meetings and shall have the power to make financial and budgetary decisions.  A majority of the members of the Purpose Circle shall be necessary for a quorum. An affirmative vote of a majority of such members acting at a meeting at which a quorum is established shall be necessary for the approval of any matter. The Purpose Circle shall also act by the written resolution of a majority thereof, although not formally convened at a meeting. The Purpose Circle shall fix its own rules and procedures and shall meet as provided by such rules or by resolution of the Board of Directors and it shall also meet at the call of the President or of any three members of the Purpose Circle. Decision-making procedures shall approximate sociocratic consent--neither consensus nor majority rule--which entails intentionally seeking out objections, and reformulating proposals in acknowledgement of objections.  These principles of sociocratic governance are described in a separate governance document that is reviewed and updated at least annually.

6.2 Other Committees (“Circles”)  The Board of Directors may establish such other committees (“Circles”) it deems necessary and desirable.  One such circle shall be the Governance Circle, which maintains the above-mentioned governance document (6.1) and functions as the Nominating Committee (5.2).  Circles may exercise functions of the Board of Directors or may be advisory.  Any Circle that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time. 

6.3 Quorum and Action.  A quorum at a Circle meeting exercising Board functions shall be a majority of all Circle members in office immediately before the meeting begins.  If a quorum is present, action is taken by a modified sociocratic process which includes consent-based decision-making by a majority of the Directors present. Decision-making procedures shall approximate sociocratic consent--neither consensus nor majority rule--which entails intentionally seeking out objections, and reformulating proposals in acknowledgement of objections.

ARTICLE VII. GENERAL  

7.1  Amendment of Bylaws.  The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by consent of the Directors then in office at a meeting duly called, provided that the notice of the nature of change in the Bylaws to be proposed at such meeting shall have been given as prescribed in Section 6.3: Special meetings. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

7.2  Dissolution.  If the Organization proves unable to carry out the purpose for which it was created, the Organization shall be dissolved in accordance with law. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

7.3  Indemnification.  The Organization may purchase and maintain insurance for the purpose of reimbursing and indemnifying any Director, Officer, agent, or employee against losses reasonably incurred by them (including, without limitation, judgments, penalties, fines, settlements, and reasonable attorneys’ fees and other expenses) in connection with any action, suit, or proceeding to which he or she may be made a party by reason of being or having been a Director, Officer, employee, or agent of the Organization. To the extent that any Director, Officer, employee, or agent reasonably incurs such losses in connection with any such action, suit, or proceeding which are not reimbursed by insurance (whether purchased by the Organization or by the individual Director, Officer, agent, or employee), the Organization shall indemnify such Director, Officer, agent, or employee against such losses including reasonably incurred expenses pursuant to procedures consistent with Oregon state law.

Date Adopted: __________________

Signature by Directors: 

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Julie Earnest, President

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Lynn Fendler, Secretary

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Devon Mitchell, Treasurer

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DeReau K. Farrar, ex-officio Director