Taos Opera Guild

The Guilds of the Santa Fe Opera, Inc.

Restated Bylaws

June 2014

Article I - Name

The organization, a Member Guild of The Guilds of the Santa Fe Opera, Incorporated and located in Taos, New Mexico, shall be called the Taos Opera Guild.

Article II - Purpose and Policy

Section 1. The purpose of the Taos Opera Guild shall be to promote interest in and support of The Santa Fe Opera-and to support and promote the fine arts, especially music and opera, throughout Taos County.                             

Section 2. It shalI be the policy of the Taos Opera Guild to abide by the Bylaws of The Guilds of the Santa Fe Opera, Inc. with attention to Article III, Member Guilds and Terms of Membership.

Section 3. It shall be the policy of the Taos Opera Guild, as a Member Guild of The Guilds of the Santa Fe Opera, Inc., a 50l(cX3) corporation, to operate as an organization organized exclusively for charitable, religious, education, and scientific purposes, including, for such purposes, the making of distn"butions to organizations that qualify as exempt organizations under Section 50l(cX3) of the Internal Revenue Code.

Section 4. No part of the net income of the Taos Opera Guild shall benefit or be distributed to its members, officers, or other private parties except that the Taos Opera Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Purpose and Policy article herein.

Article III - Membership and Dues

Section I. Residents of Taos County, New Mexico, as well as persons interested in the cultural enrichment of Northern New Mexico, may become members of the Taos Opera Guild upon payment of annual dues. The membership year shall correspond to the fiscal year.

Section 2. Categories of annual dues and classes of membership shall be as designated by The Guilds of the Santa Fe Opera, Inc.

Section 3. At its discretion, the Board of Directors may bestow gratuitous or emeritus membership on individuals who have made unusual and outstanding contributions to its purposes.i

Article IV - Board of Directors

Section 1. Members and Terms: The Board of Directors shall consist of the executive committee and other Directors elected by the Board from the general membership, the total not to exceed twenty members. Directors shall serve for a term of three years, each year corresponding to the fiscal year, and may be re-elected.

Section 2. Duties and Authority: The Board of Directors shall be the policy-making body of the Taos Opera Guild and shall have general charge and control of the affairs, funds, and property of the Taos Opera Guild.

Section 3. Representation in The Guilds of the Santa Fe Opera, Inc.: The President of the Taos Opera Guild, by virtue of office, or a Director appointed as alternate, shall serve as a voting member  of  the Board  of Directors of The Guilds of The Santa Fe Opera, Inc. ·

Section 4. Personal Liability: In the absence of fraud or bad faith, Board members shall not be personally liable for the debts, obligations, or liabilities of the Taos Opera Guild or The Guilds of the Santa Fe Opera, Inc.

Section 5·. Meetings of the Board:

• a.        The Board shall hold not less than eight regular monthly meetings per year at times and places arranged by a consensus of the Board.
• b.       Special meetings of the Board may be called by the President or Vice-President and must be called upon the written request of any three members of the Board.
• c.       Notice of all Board meetings shall be given at least seven days prior to the meeting by email or US post.
• d.       A member of the Board of Directors who misses three consecutive Board meetings without due reason and notification shall be asked to resign.
• e.        At all meetings of the Board, a simple majority shall constitute a quorum. A simple majority is one attendee above average.

Section 6. Resignations and Vacancies: Any Board member may resign at any time by giving written notice of such resignation to the Board. The President, with the approval of the Board, shall fill vacancies of the Board of Directors.

Article V - Officers

Section I. Number: The officers of the Taos Opera Guild shall be President, Vice-President, Secretary, Treasurer, Membership Chair, and Education Chair. These officers constitute the executive committee. Assistants to the Secretary and the Treasurer may be appointed.

Section 2. Election of the Executive Committee:

• a.       The President shall appoint a Nominating Committee biennially which shall present a slate of proposed officers and-Board members two Board meetings prior to that year's annual full membership meeting.
• b.       Elections shall be held at the Board meeting prior to the annual meeting. Election shall be by ballot unless there is but one candidate for any office, in which case a voice vote may elect.
• c.        No proxy or absentee voting shall be allowed.

Section 3. Terms: Officers shall serve for two years and may be re-elected. Officers shall be installed at the annual meeting.

Section 4. President: The President shall be the Executive Officer of the Taos Oper·a Guild; sha. ll preside at all meetings of members, the Board, and the Executive Committee; shall be a member ex-officio of alJ other committees; and shall perform such other duties as may be assigned by the Board.

Section 5. Vice-President: The Vice-President shall assist the President as directed by that officer, preside at all meetings in the absence of the President, and maintain a record of the dates of election and tennination of Board members .

Section 6.    Secretary: The Secretary shall attend and keep the minutes of all meetings of members, the Board, and the Executive Committee; shall distribute copies of the minutes; and shall ensure maintenance of the records of the Taos Opera Guild. The Assistant Secretary, if appointed, shall assist the Secretary as requested.

Section 7. Treasurer: The Treasurer shall have charge of a:IJ collections and dispersals of funds of the Taos Opera Guild, shall keep an itemized account of all  receipts and  expenditures,  and shall present to the Board at each meeting or at other any time when  requested  by the Board  or the President a financial report.  The Assistant  Treasurer,  if appointed,  shall assist the Treasurer as requested.

Section 8. Membership Chair: The Membership Chair shall be responsible for all activities relating to membership and any additional duties which the Board deems to be necessary.

Section 9. Education Chair: The Education Chair shall be responsible for all activities relating to educational programs and any additional duties which the Board deems necessary.

Article VI - Special Committees and Chairs

Chairs and, as required, committees, may be named by the Board as deemed necessary to fulfill the purposes of the Taos Opera Guild. These may include but are not limited to Youth Nights, Preview Dinners, Newsletters, Financial Review, and Publicity.

Article VII - Annual Meetings

The annual meeting of the Taos Opera Guild shall be held in September near the end of the fiscal year and prior to the annual meeting of The Guilds of the Santa Fe Opera, Inc. Members shall be notified no less than two weeks in advance. Quorum shall consist of the members present.

Reporting by the Board shall review the status of the Taos Opera Guild: activities, financial position, Board of Directors, and officers.

Article VIII - Corporate Commitments

Section 1. The Taos Opera Guild shall pledge and contribute a minimum of $1000 annually to The Guilds of the Santa Fe Opera, Inc.

Section 2. The Taos Opera Guild shall provide to The Guilds of the Santa Fe Opera, Inc. quarterly and annual reports from the President, the Treasurer, and the Chairs of Membership and Education.

Section 3. The President of the Taos Opera Guild.shall attend the quarterly regular and any special meetings of the Board of Directors of The Guilds of the Santa Fe Opera, Inc.

Article IX-Fiscal Policies

Section 1. The fiscal year shaJI be from October 1 through September 30.

Section 2. The Treasurer of the Taos Opera Guild shall ensure that three signatories are established with the organization's financial institution, these being the Treasurer, the President, and one other of the Executive Committee. Checks over $750 shall require two signatures.

Section 3.   The President and the Treasurer shall ensure that an annual funding plan be developed.

Section 4. In the event of dissolution of the Taos Opera Guild, all net assets shall become the property of The Guilds of the Santa Fe Opera, Inc.

Article X - Parliamentary Authority

Roberts Rules of Order, Revised and Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by any specific rules of procedure adopted by the Taos Opera Guild.

Article XI - Standing Rules

Section l. The Board shall have the power to establish Standing Rules which shall have the same force and effect as the Bylaws. Said Rules may be adopted, amended, rescinded, or suspended with prior notice to the Board by a majority vote of the Board or, without prior notice, by a two­ thirds vote of the Board.

Section 2. Standing Rules of the Taos Opera Guild

• a.        Members of the Board of Directors must maintain their membership in the Taos Opera Guild at the Friends level or above.

Article XII  -   Amendments

These Bylaws inay be amended by a two-thirds vote of Board members in attendance at any Board meeting, provided that each Board member shall have been notified of the proposed amendment not less than two weeks prior to the meeting.

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