MCS - Bylaws

Article 1 - Members
Each person who subscribes to the stated purpose of the corporation, who actively participates in the rehearsals and concerts of the corporation, whose dues are paid, and who is duly admitted to membership by the board of directors shall be a member of this corporation and each such member shall have one vote. A requirement of membership is active and continuous participation unless granted a leave of absence by the board of directors.

Article 1A - Place of Members' Meetings
Meetings of members entitled to vote shall be held (a) at the registered office of the corporation, (b) at any place within or without the State of incorporation which may be designated by resolution of the board of directors (c) or at any place which may be designated and the meeting held without specific objection by any member entitled to vote at the meeting.

Article 2 - Annual Members' Meetings
The annual meeting of the members of the corporation shall be held at any time within the final month of rehearsals on a designated rehearsal day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual members' meeting.

Article 3 - Special Members' Meetings
Except as otherwise provided by law, special meetings of the members of this corporation shall be held whenever called by any two officers or by a majority of the board of directors.

Article 4 - Notice of Members' Meetings
Notice of all members' meetings stating the time and the place, and the objects for which such meetings are called, shall be given by the president or secretary by posting at the registered office of the corporation not less than ten, nor more than thirty days prior to the date of the meeting, or by mail to each member of record at member's address as it appears on the membership registry of the corporation, not less than ten, nor more than thirty days prior to the date of the meeting.

Any meeting at which all members shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given hereinbefore provided.

Article 5 - Waiver of Notice
Whenever any notice whatsoever is required to be given by these by-laws, or the articles of incorporation of this corporation, or any of the corporation laws of the State of Minnesota, a waiver thereof 'in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Article 6 - Quorum of Members
Except as hereinafter provided and as otherwise provided by law, at any meeting of the members, a majority of members of record shall constitute a quorum; but a less interest may adjourn any meeting, and the meeting may be held as adjourned without further notice, however, that directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting. a majority of the members represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the certificate of incorporation or of these by-laws a larger of different vote is required, in which case such express provision shall govern and control the decision of such question.

Article 7 - Board of Directors
A board of directors shall be chosen by ballot by a quorum of members at the annual meeting of the members or at any meeting held in place thereof as provided by law. The number of directors of this corporation shall be nine of whom seven must be active members of this corporation. The term of office on the board of directors, including officers, shall be a maximum of three consecutive years in any one office. The term may be extended each year beyond the third year by a majority vote of the members at the annual meeting.

Each director shall serve from July first following the annual meeting of the members to July first of the following year, or until director's successor is duly elected or appointed.

Article 8 - Powers of Directors
The board of directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the board of directors is hereby vested with all the powers possessed by the corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of Minnesota, with the certificate of incorporation of the corporation, or with these by-laws.

Article 9 - Meetings of Directors
Regular meetings of the board of directors shall be held at such places in the Twin Cities Metropolitan area, and at such times as the board by vote may determine, and if so determined no notice thereof need be given. Special meetings of the board of directors may be held at any time or place in the Twin Cities Metropolitan area, or at any place where members meetings is to be held, whenever called by the president or two directors, notice thereof being given to each director by the secretary or an officer calling the meeting, or at any time without formal notice provided all the directors are present or those not present shall at any time waive or have waived notice thereof Notice of special meetings, stating the time and place thereof, shall be given by mailing the same to each director at director's residence or business address personally or telegraphing the same to director at director's residence or business address not later than the day before the day on which the meeting is to be held, unless, in case of emergency, the president shall prescribe a shorter notice to be given personally or by telegraphing each director at director's residence or business address. Such special meeting shall be held at such time and place as the notice thereof or waiver shall specify.

Article 10 - Quorum of Directors
A majority of the members of the board of directors as constituted at such time shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the member present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these by-laws.

Article 11
Officers

The elective officers of this corporation shall be elected at the annual meeting of the members and shall be a president, a vice-president, a secretary, and a treasurer. The directors shall have the power to appoint chairpersons as deemed necessary subject to the approval of the board of directors.

Article 12
Eligibility of Officers

All officers must be members of the corporation. No person shall hold more than one elective office at one given time.

Article 13
President - Vice-President

The president shall be the chief executive officer of the corporation and, when present, shall preside at all meetings of the members and shall preside at meetings of the board of directors. The president, unless some other person is specifically authorized by vote of the board of directors, shall sign all certificates of stock bonds, deeds, mortgages, extension agreements, leases, and contracts of the corporation. The president shall perform all the duties commonly incident to the office and shall perform such other duties as the board of directors shall designate. The vice-president shall serve as president in the absence or disability of the president and shall succeed to the president's unexpired term in the event of the death, resignation or removal of the president.

Article 14
Secretary

The secretary or corresponding secretary shall perform all the duties commonly incident to the offices, and shall perform such other duties and have such other powers as the board of directors shall designate.

Article 15
Treasurer

The treasurer, subject to the order of the board of directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation and shall have and exercise, under the supervision of the board of directors, all the powers and duties commonly incident to the office.

The treasurer shall deposit all funds of the corporation in such bank or banks, trust company or trust companies, or with such firm or firms, doing a banking business, as the directors shall designate. The treasurers may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation. The treasurer shall keep accurate books of account of the corporation's transactions which shall be the property of the corporation, and, together with all its property in treasurer's possession, shall be subject at all times to the inspection and control of the board of directors.

All checks, drafts, notes, or other obligations for the payment of money shall be signed by such officer or officers or agent or agents as the board of directors shall by general or special resolution direct. The board of directors may also in its discretion require, by general or special resolutions, that checks, drafts, notes, and other obligations for the payment of money shall be countersigned or registered as a condition to their validity by such officer or officers or agent or agents as shall be directed in such resolution.

Article 16
Vacancies

If the office of any director or officer or agent becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the directors may by vote of a majority of a quorum of the directors choose a successor or successors who shall hold office for the unexpired term. If there be less than a quorum of the directors but at least two directors at the time in office, the directors may by a majority vote to choose a successor or successors who shall hold office for the unexpired term. Vacancies in the board of directors may be filled for the unexpired term by the members at a meeting called for that purpose, unless such vacancy shall have been filled by the directors. Vacancies resulting from an increase in the number of directors may be filled in the same manner. Officers may be removed from the board of directors by a vote of two-thirds of the members at a special members' meeting,

Article 17
Notices

Whenever under the provisions of these by-laws notice is required to be given to any member, director, officer, or committee member, it shall not be construed to require personal notice, and such notice may be posed at the registered office of the corporation or given in writing by mail by depositing the same in the post office or a letterbox in a post-paid, sealed wrapper addressed to the person for whom intended at the last address appearing on the membership roster of the corporation, or, in default of other address, by addressing the same to such person at the General Post Office in the city in which the registered office of the corporation is located; or such notice may be given to the person for whom intended by prepaid telegram or telegraphic letter addressed in like manner; any such notice shall be deemed to have been given at the time when the same shall be thus mailed or deposited in the telegraph office.

Article 18
Amendments

The by-laws of the corporation, regardless of whether made by the members or by the board of directors, may be amended, added to, or repealed by a vote of not less than 50% of the members of this corporation, at any special meeting called for that purpose, or by the board of directors as provided by law.