WSL By-Laws

ARTICLE I
DUTIES OF OFFICERS

Section 1: President -- The President shall be chairman of the Executive Board and shall preside at all meetings of the Board of Directors and of the League. She shall be the general executive officer of the League and shall have such other powers and duties as may from time to time be assigned to her by the Executive Board. The President, or her appointee, shall represent the League at any meeting of organizations at which the League desires representation.
In the absence of the President, the President-Elect, or in the absence of the President-Elect, the chairman of the Advisory and Endowment Committee shall perform the duties of the President.
The President shall oversee these activities: Budget, Symphony Ball, Recognition (Keynotes, Gala Guild, and Classics), Endowment, Nominating and Projects. The President shall appoint chairmen of and oversee the activities of Public Relations and Programs.

Section 2: The President-Elect -- The President-Elect shall assist the President in her duties. She shall automatically succeed to the office of President. She shall serve as chairman of the By-Laws Committee and shall appoint the chairman of and oversee the activities of the Ticket Sales Committee. She shall chair a committee that evaluates the availability of a candidate for the Zoe Talbert Award. She shall serve on the Budget and Strategic Planning Committees.

Section 3: The Vice President of Administration -- The Vice President of Administration shall appoint (with the approval of the President) the chairmen of and oversee the activities of these committees: ETSO Office Volunteers, Mailings, Newsletter, Communication, Handbook, Website, Historian/Scrapbook, Photography, and Archivist.

Section 4: The Vice- President of Membership -- The Vice-President of Membership shall chair the Membership committee and appoint (with the approval of the President) the chairmen of and oversee the activities of these committees: Placement, Da Coda Core, and New Member Liaison.

Section 5: The Vice President of Education -- The Vice President of Education shall appoint (with the approval of the President) the chairmen of and oversee the activities of these committees: School Concert, Family Concert, TASO Youth Competition, and WSL Scholarship. She will also serve as liaison to the Tyler Youth Orchestra.

Section 6: The Vice President of Social Activities -- The Vice President of Social Activities shall appoint (with the approval of the President) the chairmen of and oversee the activities of these committees: Day Arrangements, Evening Arrangements, Fall Fundraiser, Winter Fundraiser, Joint Board Meeting, Symphony Host, WSL Symphony Reception, and Harmony Inns & Invitations.

Section 7: The Vice President of Junior Symphony League -- The Vice President of Junior Symphony League shall appoint (with the approval of the President) the chairmen of and oversee the activities of these committees: Treasurer and all chairmen necessary (with the exception of Junior and Senior Coordinators) to coordinate the education programs, service, and social activities of the Junior Symphony League. Vice-President of the JSL Program shall annually present the budget and JSL Participation Agreements for approval by the WSL Executive Board.

Section 8: The Vice President-Elect of Junior Symphony League—The Vice President-Elect of Junior Symphony League shall assist the Vice President of Junior Symphony League in her duties. She shall automatically succeed to the office of Vice President of Junior Symphony League.

Section 9: Recording Secretary -- The Recording Secretary shall keep the records of the League, except such records as are specifically assigned to others. She shall keep a record of the minutes of all meetings of the League, the Executive Board and of the Board of Directors to be compiled and filed at end of year in the WSL office.

Section 10: Awards Coordinator -- The Corresponding Secretary (Awards Coordinator) shall compile and submit annual Project reports for TASO and LAO. The Awards Coordinator shall create a display for the TASO and LAO conferences. She shall also prepare any presentations, (i.e. PowerPoint) when requested.

Section 11: Treasurer -- The Treasurer shall have custody of all funds of the League and shall keep a complete and accurate record of all receipts and disbursements. She shall deposit all funds in the name of the League in such depository as shall be provided by the Board of Directors. She shall disburse funds by check signed by herself or the President, when so ordered by the Board. All bills shall be filed with the Treasurer and approved by her before payment is ordered by the Board of Directors.
The Treasurer shall work with the President to create an interim budget and annual budget for the League.
The Treasurer shall present an interim budget for approval at the annual meeting for expenses that shall be incurred during the summer before the Board of Directors approves the annual budget at the first meeting in the fall. The budget shall be presented for approval by the general membership at the first general meeting in the fall.
The Treasurer shall be an ex-officio member of the Ball Committee.
The Treasurer of the Ball Committee shall submit to her an account of the Ball’s income and expenses to be presented at the annual meeting.
The Treasurer shall submit the accounts of the League for auditing as requested. The fiscal year of the League shall be from June 1 through May 31.

Section 12: Ball Chairman – The Ball Chairman shall serve as head of the committee to arrange for and stage the WSL annual Symphony Ball.

Section 13: Endowment Fund Chairman – The Endowment Fund chairman shall be the immediate past president of the WSL. The Endowment committee shall include the President, President-Elect, and Treasurer of the WSL, as well as the President-Elect of the ETSOA.

Section 14: The Nominating Chairman –The Nominating Chairman shall be the past, past President of the WSL.

Section 15: The Past President of WSL shall serve as Parliamentarian.

ARTICLE II
BOARD OF DIRECTORS

Section 1: The Board of Directors shall consist of all elected officers of the League, the Advisory & Endowment Fund Chairman, and the chairman of each standing and special committee. Ex-officio members shall be the President and President-Elect of ETSOA and the President of TYO.

Section 2: The Board of Directors shall conduct and control the properties, business and affairs of the League. They shall hold board meetings to be called by the President and preceding a general meeting. One-third of the Board of Directors shall constitute a quorum.

ARTICLE III
STANDING COMMITTEES

Section 1: The President, President-Elect, or appropriate Vice President shall be an ex-officio member of all and shall attend all meetings of committees under her supervision (except the Nominating Committee).

Section 2: The Executive Board, upon assuming office, shall approve non-elected chairmen of the following standing committees. The duties of the various committees shall be as follows:

• Arrangements -- The Arrangements Chairmen shall arrange for all League meetings, honoree recognition, places, invitations, and hostess chairmen for the meetings.
• Ball -- The Ball Committee shall be responsible for the arranging and staging of the annual Symphony League Benefit Ball. A final Ball Committee meeting shall be held before the annual meeting to enable the Ball Committee to present an account of the Ball’s income and expenses at the annual meeting.
• By-Laws -- The By-Laws Committee shall submit to the Board of Directors in writing any proposed change in the By-Laws.

• Communication– The Communication Committee shall contact the membership by e-mail or telephone call.

• Da Coda Core – The Da Coda Core Committee shall identify potential WSL members.
• ETSO Volunteers -- The East Texas Symphony Orchestra Volunteers meet as need arises to help with mail outs, assist with concert arrangements and other office duties. This is a day placement position.

• Fall Fundraiser -- The Fall Fundraiser Committee plans, markets, and presents the Fall Fundraiser.

• Family Concert -- The Family Concert Committee shall coordinate all activities pertaining to the Family Concert in conjunction with the East Texas Symphony Orchestra

• Handbook – The Handbook Committee shall be responsible for compiling and distributing the yearbook to the Symphony League members.

• Harmony Inns & Invitations – The Harmony Inns & Invitations Committee shall provide accommodations and/or community contacts for Symphony musicians.
• Historian/Scrapbook Committee -- The Historian/Scrapbook Committee shall document and preserve all WSL activities throughout the year by collecting newspaper articles, photos, newsletters, invitations, etc. and shall prepare a scrapbook to be displayed at the TASO convention in the spring.
• Archivist Committee--The Archivist Committee shall preserve and keep organized the historical records housed in the WSL office. Record of Key Notes, Classics, and Gala Guild will be maintained by Archivist Committee.
• Joint Board Meeting -- The Joint Board Meeting Committee shall help plan and serve as hostesses for the annual meeting in the spring.
• Junior Symphony League -- The Junior Symphony League Committee shall plan and direct the activities of the Junior Symphony League members.
• Strategic Planning Committee -- The Strategic Planning Committee shall investigate issues worthy of consideration by the Women’s Symphony League.
• Mailings -- The Mailings committee shall be in charge of all WSL mailings.
• Membership -- The Membership committee shall be responsible for letters of invitation to persons who are eligible for membership in the League. The Membership committee shall keep a complete list of all members, their addresses and telephone numbers, and shall collect and transfer their dues to the Treasurer.

• New Member Liaison – The New Member Liaison shall facilitate the new member orientation and provide information and nurturing for new members.
• Newsletter -- The Newsletter committee shall compile and be responsible for the printing of the newsletter.
• Nominating -- The Nominating Committee will be composed of five members:

1. The Nominating Chairman

• Two members to be elected by the membership at the last general meeting of the year.
• Two active members to be appointed by the President and the Placement Committee.

• Placement -- The Placement Committee shall keep lists of the Members classified in the type of work they wish to do for the League, from which lists committee chairmen may select their personnel. The committee shall also maintain a history of league member involvement, classification, attendance at meetings, committee placement and fulfillment of committee placement.
• Photography—The Photography Committee shall arrange to have all League activities documented by pictures for newsletters, scrapbooks, website, and other publicity medium.
• Program -- The Program Committee shall arrange for all regular Symphony League programs.
• Public Relations -- The Public Relations Committee shall arrange for all publicity and the Chairman shall keep an accurate and complete file of the publicity and projects of the League.
• School Concert – The School Concert Committee shall coordinate all activities pertaining to the School Concert with the East Texas Symphony Orchestra, the public and private schools, and the Women’s Symphony League.
• Symphony Host -- The Symphony Host Committee shall coordinate and provide meals for the orchestra during concert weekends.
• TASO Youth Competition—The TASO Youth Competition Chairman shall oversee the distribution of information to area music teachers concerning this competition.
• Ticket Sales -- The Ticket Sales Committee shall be responsible for the coordination of volunteers to assist the East Texas Symphony Orchestra Association, Inc. in the annual season ticket sales.
• Website—The Website Chairman shall update and maintain the WSL website.
• WSL Scholarship-- The WSL Scholarship Committee shall coordinate all activities pertaining to the selection of the annual scholarship(s) recipient(s).
• WSL Symphony Reception – The WSL Symphony Reception Committee shall plan and present a concert reception annually.

• Winter Fundraiser -- The Winter Fundraiser Committee plans, sends invitations, and hosts the annual Winter Fundraiser.

Section 3: Standing Committees may be deleted or added as determined by the President of the WSL, with the approval of the Executive Board.

ARTICLE IV
MEETINGS

Section 1: Six (6) General meetings will be held annually.

Section 2: A quorum for League meetings shall be those active members present.

Section 3: The annual meeting shall be the final Board Meeting of the fiscal year and is commonly called the Joint Board Meeting.

ARTICLE V
ELECTIONS

Section 1: The Nominating Committee shall present a slate of officers to be voted upon at the fifth general meeting of the year. In addition, the Nominating Committee shall present nominees for Ball Chairmen and for Junior Symphony League Coordinators. Members shall be notified before the general meeting.

Section 2: The vote may be taken by acclamation if there are no nominations from the floor. Otherwise, the slate of nominees shall be elected by a standing vote in the order named. It shall require a majority vote of those active members present to determine an election.

Section 3: The officers shall be installed at the final Board meeting.

ARTICLE VI
TEXAS ASSOCIATION FOR SYMPHONY ORCHESTRAS CONVENTION
AND
LEAGUE OF AMERICAN ORCHESTRAS CONVENTION

Section 1: The President, President-Elect, and incoming President-Elect shall attend the TASO Convention each year in the spring. Their expenses (registration, travel, and lodging) incurred in attending this Convention shall be paid by the League.

Section 2: The President, President-Elect, and incoming President-Elect shall attend the LAO Convention each year in the summer. Their expenses (registration, travel, and lodging) incurred in attending the convention shall be paid by the League.

ARTICLE VII
AMENDMENTS

Section 1: Amendments to the Constitution, By-Laws, and JSL Constitution should be presented by the Board of Directors to the general meeting. The said amendments shall be presented at one general meeting and voted upon at the next consecutive general meeting, and shall require a two-thirds vote of active members present for adoption.

Section 2: Roberts Rules of Order, Revised, shall be the authority controlling all questions of parliamentary procedure not covered by the By-Laws.

ARTICLE VIII
NON-LIABILITY

A member of the Board of Directors shall not be liable for her acts as such if she is excused from liability under the Texas Non-Profit Corporation act; and in addition, to the fullest extent permitted by the Act, each officer or director shall, in the discharge of any duty imposed or power conferred upon her by the association, be fully protected, if, in the exercise of ordinary care, she acted in good faith, and reliance upon the written opinion of any attorney for the WSL, the books of account or reports made to WSL by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors, or in reliance upon other records of WSL.

ARTICLE IX
INDEMNITY

To the fullest extent permitted by the Texas Non-Profit Corporation Act, WSL shall indemnify each present and future director and officer, her heirs, executors and administrators, against expenses reasonably incurred by her in connection with or arising out of any action, suit, or proceeding in which she may be involved by reason of her being or having been a director or officer of WSL, or at its request of any other association of which it is a member or creditor, and from which she is not entitled to be indemnified, such expenses to include, but not to be limited to, court cost and attorney’s fees and the cost of reasonable settlements (other than amounts paid to the WSL itself). WSL shall not, however, indemnify such director or officer with respect to matters as to which she shall admit that the claim made against her is just or as to which she shall be finally adjudged in any such action, suit, or proceeding to be liable for negligence or misconduct, and in the event of a settlement, such indemnification shall be provided only in connection with such matters covered by the settlement as to which the WSL is advised by its counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which any member of the Board of Directors, or officer thereof, may be entitled.

STANDING RULES

No. 1 --The Executive Board shall have the power of the Board of Directors between the meetings of the Board of Directors, and such actions shall be subject to ratification by the Board of Directors.

No. 2 --“Keynotes” will be a group of current members recognized for 25 years or more of faithful membership in the League.

No. 3 --“Classics” is made up of current and/or former members who have served as President of the League.

No. 4 --“Gala Guild” is made up of current and/or former members who have served as Ball Chairman for the League.

No. 5 --Keynotes, Classics and Gala Guild members will be recognized by the League for their past service.

No. 6 --Chairmen of Fundraising events shall submit a proposed budget to include expenses and income to the Executive Board at least ninety (90) days in advance of the event. This budget should reflect a goal of expenses not exceeding 50% of the desired income. The Executive Committee, prior to the budget presentation, may review special circumstances.

No. 7 --The Kirshbaum Strings long-term investment fund shall fall under the auspices of the WSL Executive Board.

No. 8 --The Zoe Talbert Award shall be designated to honor a WSL Past President of Keynote status who has served in one or more of the following capacities: WSL Ball Chairman, ETSO President, TYO President, TASO President, member of LAO Volunteer Council, a member of the Texas Commission on the Arts. The recipient’s continued leadership role should be significant in promoting symphonic music and music education. This award will be designated as warranted by a committee appointed by the Executive Board of the WSL. The President-elect shall chair this committee.

No. 9 -- Former JSL members who have been asked to represent the WSL of Tyler in other venues outside of Tyler, i.e. The Jewel Ball, Austin, TX, will be proposed by the nominating committee and approved by the executive committee.

No. 10—The Executive Board and Board of Directors are expected to purchase an ETSO season ticket and attend a minimum of two concerts each year during their term of office.

No. 11—WSL members who are parents/sponsors of members of JSL shall receive a WSL general meeting credit upon payment of JSL dues.