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Constitution of the Beethoven Maennerchor

Article I: Name

The name of the Society, founded on February 23, 1867, and incorporated on November 2, 1894 is: "Beethoven Maennerchor"

Article II: Purpose

The purpose of the Society is: primarily, the preservation of German songs, music, and language; and secondarily, the fostering of German customs.  This society is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Article III: Members

Section 1.  Members shall be active or passive.  An active member shall be one who participates in the singing of the Maennerchor and meets the criteria for attendance at rehearsals as established by the Board of Directors.  All other members shall be passive members.  A member in good standing is one who is neither delinquent in the payment of dues nor under suspension for any reason.

Section 2.  Every person who wishes to join the Society shall make application and obtain the endorsement of two members, who shall be non-members of the Board of Directors.   Each such applicant shall supply two names as character references.  After the Membership Committee has investigated the applicant, his name, with the above-named two endorsing members, shall be posted on the bulletin board in the club rooms for at least fourteen (14) days prior to his acceptance.

Section 3.  Objections to the acceptance of candidates shall be made to the Board of Directors, whose duty it shall be to make a most conscientious investigation.

Section 4.  The acceptance of a new member shall be subject to vote by the Board of Directors.  In voting on the acceptance of an application for membership, two (2) negative votes shall constitute rejection.

Section 5.  The name of a newly-accepted member shall be placed on the membership roll upon payment of the initiation fee and the first year's dues.

Section 6.  An applicant for membership who is rejected may reapply for membership after a lapse of six (6) months.

Section 7.  The initiation fee and annual dues shall be established by vote of the members at the annual general meeting, and shall be due and payable not later than the thirty-first (31st) day of January.  Any member who is six (6) months in arrears shall be notified by the Secretary, using first class mail, that if the delinquent dues are not paid within thirty (30) days, he shall be suspended.  If payment is not made within this period, the Board of Directors shall suspend the member and withdraw his membership privileges.  The Secretary shall notify the member of his suspension by first class mail.  Reinstatement of a suspended member, upon written application and payment of delinquent dues, shall be subject to vote by the Board of Directors as in Section 4, above.

Section 8.  The minimum age for membership shall be eighteen (18) years.

Section 9.  Honorary membership may be conferred on outstanding members by unanimous vote in the general meeting.  Honorary members shall enjoy the same rights as active members; moreover, they are excused from the payment of dues.  This provision shall likewise apply to honorary members heretofore created as such.

Section 10.  Members who have belonged to the Society for at least five (5) years may become life members upon the single payment of dues as follows:

Section 11.  The Board of Directors shall have the right to suspend or expel a member for violation of standards of decency or dishonorable behavior; however, the offending member shall be given the opportunity to defend himself.  The expulsion can be accomplished only by a two-thirds vote of the directors present, provided a quorum is present.

Article IV: Officers

Section 1.  The officers of the Society shall be a president, a vice-president, a secretary, and a treasurer; however, the offices of secretary and treasurer may be filled by one officer.  The officers shall be elected by the Board of Directors from among their own membership at the first business meeting following the election of the board.

Section 2.  The President shall be chairman in all meetings of the Society and the Board of Directors.  He shall have the deciding vote in all ties; he shall name the chairmen of all committees and be an ex-officio member thereof.  He shall also be an ex-officio member of all sections.

Section 3.  The Vice-president shall assume all functions and duties of the President in the event of his absence.

Section 4.  The Secretary shall take the minutes of all meetings of the Society and the Board of Directors; he shall distribute all notices and circulars to the members as necessary; he shall be responsible for all correspondence and shall maintain the membership lists.  He shall be registered with the Department of State, State of Texas, as the official agent of the Society.

Section 5.  The Treasurer shall pay the current expenditures of the Society upon the approval of the Board of Directors.  He shall be responsible for depositing all funds of the Society in a bank to be designated by the Board of Directors; such deposit shall be made in the name of the Society.

Article V: Meetings

Section 1.  The annual general meeting of the Society shall take place on the third Tuesday in January, unless otherwise called by the Board of Directors due to extenuating circumstances.  The Secretary shall give written notice to each member in good standing not later than fourteen (14) days prior to the meeting.

Section 2. The order of business in the annual meeting shall be as follows:

    1. Reading of the minutes of the last meeting
    2. Report of the President.
    3. Report of the Treasurer.
    4. Reports of the committees.
    5. Reports of sections.
    6. Unfinished business.
    7. New business.
    8. Election of Board of Directors.
    9. Adjournment.

Section 3.  Debates of a religious or political nature shall not be allowed.

Section 4.  The President shall have the right to call a special meeting of the Society as he shall deem necessary and shall state the purpose of the meeting in the written announcement thereof.  Likewise, on the written petition of six members, the President shall call a special meeting and state the purpose therefor.

Section 5.  Two-thirds of the active members in good standing shall constitute a quorum.

Section 6.  A simple majority of the members voting, both active and passive, shall rule on all questions except amendments to the constitution, as provided for in Article IX, Section 3.

Section 7.  The records of all meetings of the Society, including those of the Board of Directors (Article VI, Section 8), shall be the property of the Society and shall remain in the Society's home.  The Board of Directors shall be responsible for their safekeeping.

Article VI: The Board of Directors

Section 1.  The administration of the Society, including the acceptance of new members, shall be the responsibility of a Board of Directors of thirteen (13) members, which shall consist of nine (9) active and four (4) passive members.

Section 2.  The members shall elect the Board of Directors each year at the general meeting.  Only members in good standing shall be entitled to vote.  At least four (4) weeks before the general meeting, the active members shall elect a nominating committee consisting of three (3) active members.  The nominating committee shall propose twenty (20) names, consisting of thirteen (13) active members and seven (7) passive members, as candidates for the Board of Directors.  The names of the candidates shall be posted on the Society's bulletin board at least three (3) weeks before the general meeting.  Upon the written petition of three (3) members, the nominating committee shall add to the list of candidates named in the petition; however, such petition must be received not later than eight (8) days prior to the general election.  In addition, nominations shall be accepted from the floor at the general meeting.

Section 3.  The election of the Board of Directors shall be by written ballot.   The nine (9) active member candidates and the four (4) passive member candidates receiving the greatest number of votes shall be elected.  They shall fulfill all the duties placed on them by this constitution, and they shall enjoy the rights bestowed upon them thereby.

Section 4.  The Board of Directors shall meet on the first Friday after the 10th day of each month unless otherwise called by the President.  The President shall call a special meeting of the board on the written demand of three (3) members of the board.

Section 5.  The selection of a music director by the Board of Directors shall take place at the first business meeting of the board.  The Music Director shall have an advisory capacity on the board in choir matters and he shall be a member of the Music Committee.  He shall conduct all musical rehearsals, and his directions with reference to rehearsals and attendance thereto shall be followed.  He shall be employed on a month-to-month basis.

Section 6.  The Manager of the Society's home also shall be chosen at the first business meeting of the newly elected Board of Directors, and he shall be employed on a month-to-month basis.  He shall execute a bond in a sum determined by the Board of Directors.  He shall perform such duties as prescribed by the Board of Directors.

Section 7.  In the event that a vacancy shall occur on the Board of Directors during the year, the board is empowered to fill the same for the Board of Directors shall be absent at three successive meetings, the board shall regard the office as vacant unless the member shall have a reasonable excuse.

Section 8.  The Board of Directors shall observe the following order of business in its meetings:

    1. Roll call of the board's membership.
    2. Reading and acceptance of the minutes of the preceding meeting.
    3. Applications and acceptance of new members.
    4. Communications, correspondence, and bills rendered.
    5. Reading the treasurer's financial report.
    6. Reading the reports of committees.
    7. Old business.
    8. New business.
    9. Adjournment.

Section 9.  Seven members of the Board of Directors shall constitute a quorum.

Section 10.  The Board of Directors may enact such by-laws as will serve the best interests of the Society and its members.

Article VII: Committees and Sections

Section 1.  At the first meeting of the newly-elected Board of Directors, the president shall name, as a minimum, the following standing committees:

    1. Finance
    2. Building
    3. Entertainment
    4. Bar
    5. Music
    6. Membership

The Board of Directors shall have the authority to create such additional standing committees as will serve the best interests of the Society.

Section 2.  The detailed duties and functions of each committee shall be specified in the by-laws and shall be modified by the Board of Directors as the need arises.

Section 3.  The president may name such special committees as necessary to serve the best interests of the Society.

Section 4.  Members of the Society may, with approval of the Board of Directors, organize sections for special cultural and social purposes, provided the activities thereof are consistent with the purposes of the Society and do not conflict with the activities of the Society.  The Board of Directors shall have the authority to dissolve any section which deviates from its originally stated purpose.  The detailed rules governing sections shall be included in the by-laws.

Article VIII: Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with this constitution.

Article IX: Amendments

Section 1. Proposed amendments to the constitution, signed by six (6) active members, shall be submitted to the Board of Directors, which shall then call a special meeting for the purpose of voting on the proposed amendments.

Section 2.  The proposed amendments shall be posted on the Society's bulletin board for at least two (2) weeks prior to the special meeting.

Section 3.  A two-thirds vote of the active members voting shall be required to amend the constitution, provided a quorum is present.  Honorary members who are non-singers may vote on amendments to the constitution, but they will not be counted for purposes of determining a quorum.

BY LAWS

Article I.  Committees

Section 1.  The Finance Committee shall audit all bills and other claims presented for payment, and in special cases shall report on them to the Board of Directors; also it shall audit the annual report of the treasurer to the general meeting.

Section 2.  The Building Committee shall be responsible for the maintenance of the hall, the stage, the Society's premises, the garden, etc.  It shall authorize all necessary repairs and improvements within the limits of its established monetary allowance and shall recommend to the Board of Directors any major expenditures for improvements or renovations of the Society's premises.  This committee shall also monitor the hazard insurance coverage on the Society's premises and recommend to the Board of Directors the amount of such coverage.

Section 3.  The Entertainment Committee shall be responsible for planning and carrying out the Society's major social functions and entertainment.  It shall make up an annual entertainment program and submit the same to the Board of Directors for approval.  It may also, with the approval of the Board of Directors, schedule minor activities not included in the annual program, such as picnics, excursions, etc.

Section 4.  The Bar Committee shall be responsible for supervising the operation of the bar.  It shall recommend to the Board of Directors for approval the prices of refreshments and the rental charges for the hall and/or the other Society premises.   It shall supervise the renting of the premises and shall be responsible for keeping them in order.  This committee shall supervise the employees and shall have the authority in an emergency to suspend an employee and hire a temporary replacement until the next meeting of the Board of Directors.

Section 5. The Music Committee shall be responsible for the preservation and maintenance of all property of the Society pertaining to music.  It shall name a librarian, who shall be responsible for the orderly arrangement of song books and sheet music and who shall provide for their distribution to the members for rehearsals and singing performances.  The Music Committee shall select the songs for rehearsals, entertainment, and public performances.  It shall maintain an accurate list showing the participation of the members in rehearsals.

Section 6.  The Membership Committee shall be responsible for processing all applications for membership, to include investigating the applicant's character and reputation; reporting on the same to the Board of Directors; and posting the application for membership on the Society's bulletin board.

Section 7.  The Bowling Lanes Committee shall manage the bowling lanes.  It shall be authorized to effect improvements and repairs within its established monetary allowance.

Section 8.  The Publicity Committee shall be responsible for disseminating, through the news media and other appropriate means, such information  as will further the good reputation of the Society and encourage wide participation in its activities which are open to the general public.  It shall recommend to the Board of Directors the newspapers and periodicals to be kept on hand and shall monitor the subscriptions thereto.

Section 9.  The Foods Committee shall be responsible for the planning, procurement, preparation, and serving of foods served at any social function of the Society.  For major activities, the committee shall submit the menu and a cost estimate to the Board of Directors for approval.

Section 10.  The Sick Visitation Committee shall be responsible for keeping the members of the Society informed of the status of members who are sick and/or incapacitated, and to arrange for visits, cards, or such other condolences as may be deemed appropriate.

Section 11.  The Youth  Committee shall be responsible for initiating activities of a nature which will encourage the active participation of dependent children of members of the Society and/or young people who are potential members.

Section 12.  Each committee shall be given a monetary allowance in an amount to be established by the Board of Directors for the purpose of defraying minor expenses within the authority of the committee.  For any expense in excess of this allowance, the committee concerned shall submit an estimate to the Board of Directors for approval before incurring the expense.

Section 13.  Each committee shall submit a report on its activities at the general meeting; however, the committee reports may be consolidated in the president's report.

Article II: Sections

Section 1.  Sections organized within the Society may elect their own officers, hold their own meetings, and arrange their own activities.  However, the respective secretaries of such sections shall make a report of everything which transpires in such sections to the Board of Directors prior to the general meeting.  Every section may set up its own statutes; however, these shall be submitted to the Board of Directors for approval.

Section 2.  Sections shall have the right to use the hall or the committee rooms for their meetings without cost; however, permission of the bar committee shall be requested in advance.  The committee shall have the right to refuse the request if the hall or other facilities have been requested for rental at the time requested.   If such section shall offer the same rental price as other applicants, such section shall have preference.

Section 3.  The President of the Society or his substitute shall have the right at any time to attend a meeting of a section, and to inspect the minutes and the account books of such a section.

Section 4.  Members of sections shall cooperate and take part as members of committees as other members if the president of the Society appoints them.

Section 5.  At the beginning of a business year, a section shall submit to the Board of Directors its prospective entertainment program for the ensuing year.

Section 6.  A section may not dispense its own beverages, or dispense beverages for its own account when using the hall without charge.

Section 7.  When sections of the Society shall exist, a singing school may be combined with them, in which children of all members, as well as children of widows whose husbands were members at the time of their deaths, or of widows whose brothers or brothers-in-law are members may participate.

Article III: Indemnification

Section 1.  The Authorization to Indemnify.  The Society may indemnify to the fullest extent allowed under Article 1396-2.22A of the Texas Non-Profit Corporation Act (the "TNCA"), as may be amended from time to time, any person who was, is now, or is threatened to be named as a defendant or respondent in a proceeding, whether civil, criminal, administrative, arbitrative, or investigative, because said person named is or was an officer, director, employee, agent, or similar functionary of the Society at the time the asserted liability arose or accrued.

Section 2.  If the TNCA or the Texas Miscellaneous Corporation Laws Act (the "TMCLA") hereafter is amended to authorize further limitation of the liability of officers, directors, employees, agents, or similar functionaries, the liability of such persons, in addition to the limitation on the personal liability provided herein, shall be limited to the fullest extent permitted by the TNCA, as amended and the TMCLA, as amended.   Any repeal or modification of this section shall be prospective only, and shall no adversely affect any limitation on the personal liability of an officer, director, employee, agent, or similar functionary of the Society at the time of such repeat or modification.

Section 3.  Insurance.  The Society may purchase and maintain insurance on behalf of the Society or any person who is or was a director, officer, employee, or agent of the Society, against any liability which may be asserted against them or incurred by such officer, director, employee, or agent, whether or not the Society would have the power to indemnify said person against that liability under the laws of the State of Texas.

Section 4.  Indemnification Not Exclusive.  The rights of indemnification provided for in this Article shall not be deemed exclusive of any other rights to which such officer, director, employee, or agent may be entitled under any by-laws, agreement, vote of members, or as a matter of law, or otherwise.

Article IV: Miscellaneous

Section 1.  A member shall be considered an active member if he has attended at least fifty (50) percent of the regular rehearsals during the previous twelve (12) month period, or during the period of his membership if he has been a member less than one year.   A member who is excused because of illness or other valid reason shall be considered neither absent nor present for the purpose of computing his attendance record.

Section 2.  Families of members, with the exception of sons over the age of eighteen (18) years, shall have access to all facilities of the club, except when an admission charge shall be fixed by decision of the Board of Directors.

Section 3.  A nonresident who is temporarily residing in the area may be granted membership privileges during the period of his visit under sponsorship of a member in good standing; however, any such visitor will be expected to apply for membership under the normal procedures if his stay in the area will exceed six (6) months.

Section 4.  A member who will be absent from the State of Texas for a period of not less than three (3) months may, upon written notification to the Board of Directors, have his dues reduced a pro rata amount during the period of his absence.,  The Board of Directors may also excuse from the payment of dues, on a pro rata basis, any member who is physically incapacitated.

Section 5.  It shall be the duty of every member to foster with all his power the aims of the Society as specified in Article II of the constitution, as well as to further the good-fellowship among the members, and to preserve the good reputation of the Society.   The singers shall also be obligated to foster with all their power the musical reputation of the Society, particularly by regular attendance at rehearsals and public appearances.

Section 6.  The Board of Directors shall have the authority to add to or amend these by-laws, provided such amendments shall not be inconsistent with the Society's constitution.