ARTICLE I -NAME
The name of this organization shall be the International Conference of Symphony and Opera Musicians, Inc. ("ICSOM").
ARTICLE II -PURPOSE
The purpose of ICSOM shall be as set forth in the Certificate of Incorporation of ICSOM.
ARTICLE III - MEMBERSHIP
Section 1. The following orchestras shall be known as charter members: Baltimore, Boston, Buffalo, Chicago, Cincinnati, Cleveland, Detroit, Indianapolis, Los Angeles, Metropolitan Opera, Minnesota, New York, Philadelphia, Pittsburgh, Rochester, San Francisco, St. Louis, and National (Washington DC).
Section 2.(a) In order to be eligible for membership, a non-member orchestra must be composed of at least 60 full-time members, a majority of whom are members of the American Federation of Musicians of the United States and Canada (“AFM”), and each of whose guaranteed minimum annual wage from playing in that orchestra is at least $25,000.
Section 2.(b) Application for membership from an eligible orchestra shall be submitted to the Membership Committee in writing and only after said orchestra has ratified these bylaws and a majority of its members have consented to the application for membership.
Section 2.(c) If the Membership Committee approves the application, it shall notify the applying orchestra, which shall be required to send a delegate to the annual ICSOM conference (the "Annual Conference"), where the application shall be presented to delegates for approval.
Section 2.(d) In the event an orchestra fails to meet the criteria enumerated herein, it may nevertheless make application to the Membership Committee. If it demonstrates to the satisfaction of the Membership Committee why it should be admitted, the Membership Committee may approve such an application and recommend admittance to ICSOM.
Section 2.(e) If a member orchestra should fall below the requirements set forth in Section 2.(a) above, that orchestra may apply to the Governing Board for a grant of suspended status. An orchestra granted such status need not pay dues to ICSOM, but shall continue to be carried as a member orchestra, receive Senza Sordino (as defined below), be entitled to send a representative to the Annual Conference, and be listed in the ICSOM Directory. For good and sufficient cause, the Governing Board may withdraw such status at the next Annual Conference, subject to appeal.
Section 2.(f) Foreign orchestras or conferences of foreign orchestras may apply for and be granted Associate status with the consent and approval of delegates to the Annual Conference. Terms and conditions for such status shall be established by the Governing Board.
Section 3. The collective membership of a symphony, opera, or ballet orchestra maintaining membership in ICSOM shall constitute a member orchestra.
Section 4. Each member orchestra shall retain its membership as long as it abides by these bylaws and the official policy of the organization.
ARTICLE IV - OFFICERS
Section 1. The officers of ICSOM shall consist of Chairperson, President, Secretary, Treasurer, Editor of Senza Sordino, and four Members at Large.
Section 2. The officers of ICSOM shall constitute the Governing Board, which shall meet during the Annual Conference and otherwise as necessary.
Section 3. All officers and Members at Large of the Governing Board shall be elected for two-year terms at regular meetings of ICSOM. Officers shall be elected in even-numbered years, Members at Large in odd-numbered years. In 2004, and in subsequent even-numbered years elections shall be held at the Annual Conference for two-year term for Chair, Treasurer, and Editor of Senza Sordino, and (for one year only) one-year terms for President and Secretary. In 2005 and in subsequent odd-numbered years elections shall be held at the Annual Conference for two-year terms for President, Secretary, and two Members at Large, and (for one year only) one-year terms for two other Members at Large. In 2006, in addition to elections for Chair, Treasurer, and Editor of Senza Sordino, elections shall be held at the Annual Conference for two-year terms for two Members at Large. Election shall be by a majority of the votes cast for any office, with all voting delegates eligible to vote. Elections shall be conducted by secret ballot with the exception of any position for which only one candidate is nominated, in which case the candidate so nominated shall be declared elected by acclamation.
Section 4. Any member in an orchestra belonging to ICSOM may be elected to office (including Governing Board), but may serve only so long as he/she remains a member of AFM, a member of a constituent orchestra, and does not assume any managerial or supervisory functions. No more than one member of any one member orchestra may serve on the Governing Board at the same time.
Section 5. In the event of a vacancy in the office of Chairperson or President, the remaining Chairperson or President shall assume the duties of both offices until an election is held at the next regular meeting of the organization. In the event of a vacancy in the office of Secretary, Treasurer, Editor of Senza Sordino, or Governing Board Member at Large, a replacement shall be selected by the Governing Board to serve until an election is held at the next regular meeting of the organization. Persons elected to fill these vacancies shall serve out the unexpired terms of office, if any, of officers originally elected.
Section 6. In the event of the inability of the Chairperson or President to attend the AFM convention as a delegate, the Governing Board shall select an alternate delegate officer to attend said convention.
Section 7. No officer or Member at Large of the Governing Board shall (1) serve in the position of a Personnel Manager or Contractor for an employer; or (2) work in any position where he/she receives any remuneration from contracting or booking musical units (other than a regularly organized one of which he/she is a leader or member).
ARTICLE V - DUTIES OF OFFICERS
Chairperson
Section 1.(a) The Chairperson shall be the chief executive officer of the organization and shall preside at all meetings of ICSOM and of the Governing Board. He/she shall appoint all committees not otherwise provided for, subject to the approval of the Governing Board, and shall be an ex-officio member of all committees.
Section 1.(b) The Chairperson shall call meetings of the Governing Board when necessary. If other members of the Governing Board are not able to meet for a special matter, he/she shall be empowered to appoint a member of any member orchestra to help him/her on the specific matter, such appointment to terminate at the completion of the mission.
Section 1.(c) The Chairperson shall report his/her official activities at each duly convened meeting of ICSOM.
Section 1.(d) The Chairperson shall be entitled to vote as a voting delegate if so chosen by his/her orchestra.
Section 1.(e) The Chairperson and the Governing Board are given full power to draw on the ICSOM treasury when deemed necessary to further the interests of ICSOM.
Section 1.(f) The Chairperson shall be responsible for liaison with agencies and organizations outside ICSOM.
Section 1.(g) The Chairperson shall, by virtue of the office, be a delegate to the AFM convention.
President
Section 2.(a) The President shall be responsible for the supervision of the operation of the organization, subject to the directions of the Chairperson, and for such other duties as directed by the Governing Board. As chief operations officer, he/she shall be responsible for the ICSOM-related activities of all member orchestras. He/she shall be responsible for supervising the ICSOM conductor evaluation program. He/she shall be an ex-officio member of all committees.
Section 2.(b) The President shall be advised by a President's Council composed of members of individual member orchestras selected by the Governing Board.
Section 2.(c) The President shall report his/her official activities at each duly convened meeting of ICSOM.
Section 2.(d) The President shall, by virtue of the office, be a delegate to the AFM convention.
Secretary
Section 3.(a) The Secretary shall keep a faithful record of the proceedings of all meetings, answer all communications pertaining to the affairs of ICSOM, cause the minutes of each annual meeting to be distributed to member orchestras within a reasonable length of time, notify all member orchestras of all meetings, and distribute any and all documents necessary to the proper functioning of the organization.
Section 3.(b) The Secretary shall procure and preserve the necessary books, papers, and other documents pertaining to his/her office and transmit them to his/her successor when properly qualified to receive the same, clear of all encumbrance.
Section 3.(c) The Secretary shall be authorized to incur clerical expenses pursuant to his/her duties and shall give an accounting of these expenses at the annual meeting of ICSOM.
Section 3.(d) The Secretary shall, by virtue of office, be an alternate delegate to the AFM convention.
Treasurer
Section 4.(a) The Treasurer shall collect all dues and contributions and shall keep a true account of all funds and disbursements.
Section 4.(b) The Treasurer shall deposit all funds belonging to ICSOM in a bank in his/her name as Treasurer of ICSOM, and he/she shall sign each check as Treasurer before any funds thus deposited are withdrawn.
Section 4.(c) The Treasurer shall be the bookkeeper of ICSOM and shall submit at each regular meeting of ICSOM a complete statement of all receipts and disbursements during his/her term of office. His/her books shall be open to examination by the Governing Board at any time.
Section 4.(d) At the expiration of his/her term of office, the Treasurer shall deliver to his/her successor all funds, books, and papers of ICSOM under his/her control.
Section 4.(e) The Treasurer shall, by virtue of office, be an alternate delegate to the AFM convention.
Editor of Senza Sordino
Section 5.(a) The Editor of Senza Sordino shall cause to be published no fewer than four issues of Senza Sordino annually.
Section 5.(b) The Treasurer shall set up an account with sufficient funds to pay the cost of publication of Senza Sordino.
Section 5.(c) The editor of Senza Sordino shall, by virtue of office, be an alternate delegate to the AFM convention.
Governing Board
Section 6.(a) The Governing Board shall carry out the mandates of the voting delegates as determined at any duly convened meeting of ICSOM.
Section 6.(b) Matters not covered by the Bylaws shall be in the discretion of the Governing Board during the period between duly convened meetings of delegate from member orchestras. The disposition of such matters shall be in keeping with Section 6.(a) above and with the purpose of ICSOM as defined in the FOURTH (A) of the ICSOM Certificate of Incorporation.
Section 6.(c) At the time of the election of Governing Board Members at Large, the voting delegates shall also select one of the said Members at Large to be a delegate to the AFM convention. In the event that said Member at Large is unable to attend the AFM convention, the Governing Board shall designate another Member at Large to attend.
Section 6.(d) The Governing Board shall appoint a Nominating Committee which may, at its discretion, nominate candidates at each annual conference for those offices which are to be filled that year. Additional nominations may be made from the floor.
Section 6.(e) The Governing Board shall determine the agenda before each regular or special meeting of the organization. The Secretary shall send, not later than thirty (30) days prior to the meeting, a copy of the agenda to each member orchestra so that the voting delegate may be prepared to adequately express the views of his/her orchestra.
Membership Committee
Section 7. The Membership Committee shall be composed of the President, the Secretary, who shall chair the committee, and one Member at Large selected by the Governing Board. The Membership Committee shall meet at such times as may be necessary from time to time to perform its responsibilities hereunder.
ARTICLE VI - MEETINGS
Section 1. A regular meeting (“the Annual Conference”) of ICSOM shall be held once a year. The location and time for each regular meeting shall be chosen by the voting delegates attending the previous regular meeting during the course of that meeting.
Section 2.(a) ICSOM delegates shall be elected by AFM members in each member orchestra in accordance with each orchestra’s established procedure. Delegates must be members of the AFM. Each member orchestra shall elect one primary ICSOM delegate. A member orchestra may elect additional delegates (“alternate delegates”) to send to annual conferences in addition to, or in lieu of, the primary ICSOM delegate. Regardless of the number of delegates from a member orchestra who attend an annual conference, each member orchestra shall have only one vote. Each member orchestra shall notify the ICSOM secretary in writing of the identity of the delegate and, if there is an alternate delegate(s), the identity and voting rights of each. Said notification shall be made as soon as feasible after the election.
Section 2.(b) In the event a member orchestra is unable to send one of its own members as a delegate to a regular or special meeting of ICSOM because it will be engaged in a foreign or domestic tour at the time of such meeting, it may designate a member of another member orchestra to act as its proxy delegate, with all rights and privileges. The chairperson of such member orchestra shall notify its proxy delegate and the Secretary of ICSOM of such designation in writing.
Section 2.(c) In the event that a personal or family emergency arises which prevents the elected delegate or proxy from attending the Annual Conference, a substitute voting delegate may be appointed by the Orchestra Committee, provided that such appointment is in writing and sets forth the reason for the substitution.
Section 2.(d) No ICSOM delegate shall (1) serve in the position of a Personnel Manager or Contractor for an employer; or (2) work in any position where he/she receives any remuneration from contracting or booking musical units (other than a regularly organized one of which he/she is a leader or member).
Section 3. All other members of member orchestras shall be entitled to attend ICSOM meetings as auditors.
Section 4. Each member orchestra shall be allowed only one vote, even in those instances where an orchestra has one of its members on the Governing Board.
Section 5. A majority of member orchestras shall constitute a quorum.
Section 6. A special meeting of ICSOM shall be called by the Governing Board upon receipt of a petition stating the purpose of such meeting and signed by the chairpersons of not less than a majority of member orchestras. In such an event, the special meeting shall be held during the months of May or June following. A special meeting of ICSOM may also be called by the Governing Board at any such time as may be required pursuant to Article X hereof.
Section 7. When a referendum of all member orchestras is called, each orchestra shall conduct the referendum in accordance with its own rules and procedures. Thereafter, the votes shall be tallied with each orchestra having one vote, and a simple majority of those orchestras whose votes have been received by the due date shall prevail.
Section 8. The order of business shall be as follows, unless changed by a majority of voting delegates present:
- Chairperson's Report
- President's Report
- Secretary's Report
- Treasurer's Report
- Report of the Editor of Senza Sordino
- Committee Reports
- Unfinished Business
- New Business
- Choice of Location of Future Meetings
- Good and Welfare
ARTICLE VII - RULES OF GOVERNMENT
The latest edition of Robert's Rules of Order shall govern the organization in all cases to which such rules are applicable and in which they are consistent with the bylaws of this organization.
ARTICLE VIII - DUES AND FINANCES
Section 1. The funds of ICSOM shall be created and maintained by dues and contributions by member orchestras.
Section 2. All funds shall be used to further the interests of ICSOM.
Section 3.(a) For each member orchestra, the amount of dues assessed for the fiscal year starting July 1, 2003, shall be the sum of:
- the number of players guaranteed a minimum annual wage below $16,000.00 times $24.00;
- the number of players guaranteed a minimum annual wage between $16,000.00 and $22,999.99 times $29.00;
- the number of players guaranteed a minimum annual wage between $23,000.00 and $39,999.99 times $34.00; and
- the number of players guaranteed a minimum annual wage pf $40,000.00 or more times $42.00.
Section 3.(b) Beginning in fiscal year starting July 1, 2004, and continuing through the fiscal year ending June 30, 2009, annual dues in each bracket (1-4 above) shall increase at the rate of $1.00 per player per year.
Section 4.(a) From the dues set forth in Section 3 above, an amount equal to $2 per member shall be devoted exclusively to the ICSOM Emergency Relief Fund ("ERF"), to be used to provide temporary support, in the form of loans, to member orchestras in need of such support as the result of labor disputes or otherwise.
Section 4.(b) Member orchestras whose dues are fully paid and who have no outstanding loans from the ERF may borrow an amount equal to up to fifteen percent (15%) of the cash balance in the ERF as of the previous July 31. Such loans shall be free of interest for one year from the date the contract is settled or from the resolution of the emergency giving rise to the loan; thereafter, borrowing orchestras shall be charged the then current prime rate per annum.
Section 4.(c) The ICSOM Governing Board may borrow from the ERF such amount as it deems necessary. It shall repay such loan(s) on the same terms and conditions as any ICSOM orchestra, except that the term of the loan shall be no longer than one year from the date it is made.
Section 5. ICSOM shall, if requested, pay that amount of the travel expenses incurred in attending the Annual Conference of one delegate from each member orchestra that exceeds the median travel expenses of all delegates of the attending member orchestras.
Section 6. ICSOM dues shall be due September 1 of each year and payable by member orchestras on or before December 31. In the event that a member orchestra does not remit its dues by March 1 of a fiscal year, that orchestra’s dues shall be increased that year by an amount equal to an additional one dollar ($1) per orchestra member. An orchestra unable to pay dues by March 1 due to bankruptcy, work stoppage or other similar occurrence extending to that date will be forgiven such increase at the discretion of the Governing Board.
Section 7. The Chairperson shall receive a yearly honorarium of $3,000. The President, Secretary, Treasurer, and Editor of Senza Sordino shall each receive a yearly honorarium of $2,000. The Secretary shall also receive an additional $700 in recognition of his/her efforts in compiling, preparing, and distributing the minutes of the Annual Conference. The Editor of Senza Sordino shall also receive an additional honorarium of $150 per edition of Senza Sordino in recognition of his/her efforts in the preparation and distribution of said publication.
Section 8. In addition to the dues amounts set forth above in Section 3, each member orchestra shall pay the number of players times $1, to be set aside by the Treasurer and kept in a separate fund which, together with the interest generated, shall be used exclusively to provide payments of expense money to one or more members of ethnic groups underrepresented in American orchestras, including but not limited to African Americans, Hispanic Americans and native Americans studying at bona fide music schools to be classical instrumentalists. The procedure for the selection of recipients of these monies shall be determined by the Governing Board.
ARTICLE IX - SENZA SORDINO
Section 1. Senza Sordino shall be the official publication of ICSOM and shall reflect its official policy.
ARTICLE X - INDEMNIFICATION
Section 1.(a) ICSOM shall indemnify, to the fullest extent permitted by applicable law as the same currently exists or hereafter may be in effect, each person involved in, or made or threatened to be made a party to, any claim or any actual, threatened, pending or completed proceeding, whether civil or criminal or investigative, or whether formal or informal, and including an action by or in the right of ICSOM or any other entity or enterprise, whether profit or non-profit (any such entity or enterprise, other than ICSOM, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person, or such person's testator or intestate (i) is or was an officer of, or a member of the Governing Board of, ICSOM, or (ii) is or was serving, at the request of ICSOM, as an officer, or in any other capacity, on behalf of any Enterprise, against any and all judgments, fines, penalties, amounts paid in settlement and expenses (including, without limitation, attorneys' fees) actually and reasonably incurred as a result of or in connection with, any Proceeding, except as otherwise provided in Section 1.(b) below. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by ICSOM the expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that if so required by the New York Not-for-Profit Foundation Law ("NPCL"), as in effect at the time of such payment, the payment of such defense expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by ICSOM of an undertaking, by or on behalf of such indemnified party, to repay all amounts so advanced if it shall ultimately be determined that such indemnified party is not entitled to be indemnified under this Section or otherwise.
Section 1.(b) Anything herein to the contrary notwithstanding, no indemnification shall be made to or on behalf of any person if such person has not met the standard of conduct necessary to such indemnification set forth in Section 722 of the NPCL or established pursuant to Section 721 of the NPCL or imposed by any other applicable law. The termination of any Proceeding by judgment, settlement, conviction or on a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any person seeking indemnification under this Article did not meet the standard of conduct necessary therefore under the NPCL or any other applicable law. In addition, no indemnification shall be made with respect to any Proceeding initiated by any such person against ICSOM or an officer of ICSOM or a member of its Governing Board, other than to enforce the terms of this Section, unless such Proceeding was authorized by the Governing Board. Further, no indemnification shall be made with respect to any settlement or compromise of any Proceeding unless and until ICSOM has consented to such settlement or compromise.
Section 1.(c) In making any determination regarding any person's entitlement to indemnification hereunder, it shall be presumed that such person is entitled to indemnification, and ICSOM shall have the burden of proving the contrary. Any determination as to whether a person has met an applicable standard of conduct shall be made in accordance with the provisions of Section 723 of the NPCL.
Section 1.(d) Written notice of any Proceeding for which indemnification may be sought by any person under this Article shall be given to ICSOM as soon as practicable. ICSOM shall then be permitted to participate in the defense of any such proceeding or, unless conflicts of interest or position exist between such person and ICSOM in the conduct of such defense, to assume such defense. In the event that ICSOM assumes the defense of any such Proceeding, legal counsel selected by ICSOM shall be acceptable to such person. After such an assumption, ICSOM shall not be liable to such person for any legal or other expenses subsequently incurred unless such expenses have been expressly authorized by ICSOM. In the event that ICSOM participates in the defense of any such Proceeding, such person shall cooperate in good faith with any request that common counsel be utilized by the parties to any Proceeding who are similarly situated, unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.
Section 2. ICSOM shall have the power to purchase and maintain insurance to indemnify (i) ICSOM for any obligation that it incurs as a result of any indemnification obligation under the provisions of this Article, or any other indemnification obligation of ICSOM, (ii) any officers of ICSOM or other persons in instances in which they may be indemnified by ICSOM under the provisions of this Article or pursuant to any other indemnification obligation.
Section 3. ICSOM may, to the extent authorized from time to time by the Governing Board, provide indemnification to employees or agents of ICSOM who are not officers of, or members of the Governing Board of, ICSOM with such scope and effect as shall be determined by the Governing Board. Nothing in this Section 3 shall be understood to limit or restrict any right to indemnification under Section 1.(a) of this Article.
Section 4. The indemnification and other rights conferred by this Article shall not be exclusive of any other right permissible under applicable law that any person may have or hereafter acquire under any applicable law or upon the authorization thereof by resolution of the Governing Board or pursuant to the terms of an agreement providing for such rights.
Section 5. If any provision of this Article is determined to be unenforceable in whole or in part, such provision shall nonetheless be enforced to the fullest extent permissible, it being the intent of this Article to provide indemnification to all persons eligible hereunder to the fullest extent permitted under applicable law.
ARTICLE XI - AMENDMENTS TO BYLAWS
Section 1. No amendment shall be entertained which is not consistent with the FOURTH (A) of the ICSOM Certificate of Incorporation.
Section 2. Amendments to Articles II, VIII and XI of these bylaws may be submitted for approval at any regular or special meeting. Within thirty (30) days after the approval of such an amendment by a majority of voting delegates at such meeting, such amendment shall be referred to the member orchestras for ratification. Within ninety (90) days following the final day of the meeting, the member orchestras shall notify the ICSOM Secretary in writing of the approval or non-approval of such amendment(s). Adoption shall be constituted by two-thirds majority affirmation of those member orchestras voting, but in no event shall any proposed amendment(s) to the ICSOM bylaws be deemed adopted unless at least fifty percent (50%) of ICSOM member orchestras have actually cast their respective votes either for or against the adoption of such amendment(s).
Section 3. Amendments to these bylaws other than Articles II, VIII and XI may be adopted by two-thirds affirmative approval of the voting delegates present at any regular or special meeting of ICSOM.