Harvard-Radcliffe Orchestra Foundation, Inc.
(as amended and restated on March 3, 2019, and further amended and restated on June 8, 2020 and September 12, 2021)
The name of the corporation shall be Harvard-Radcliffe Orchestra Foundation, Inc. (the “Corporation”).
The principal office of the Corporation shall be within The Commonwealth of Massachusetts.
Those members of the Board of Directors of the Corporation (comprised of the parties specified in Article IV, Section 1, below, the “Board”), the Executive Committee of the Corporation (the “Executive Committee”), or any other committee of the Corporation who are not able to be present in person at any meeting may participate by telephone or other electronic means.
Section 1. Of the Board of Directors
- Annual Meeting. An annual meeting of the Board (the “Annual Meeting”) shall be held each year. The Annual Meeting shall be held at such place within The Commonwealth of Massachusetts or elsewhere as is designated in the call for the meeting. Notice of the Annual Meeting shall be given at least thirty days in advance and shall set forth the time and place of the meeting and the business to be transacted at the meeting.
- Other Meetings. The Board shall meet at least once each year in addition to the Annual Meeting, which meeting(s) shall be held at such place within The Commonwealth of Massachusetts or elsewhere as is designated in the call for the meeting. Notice of additional meetings shall be given at least two weeks in advance and shall state the time and place of the meeting and the business to be transacted at the meeting.
- Special Meetings. Special meetings of the Board may be called at any time by the President, as defined below, by a majority of the Executive Committee, or on the request of a majority of the Board. Notice of special meetings shall be given at least one week in advance and shall state the time and place of the meeting and the business to be transacted at the meeting.
Section 2. Of the Executive Committee
The Executive Committee shall meet at the call of the President or a majority of the Executive Committee at such times and places as are set forth in the call of the meeting.
Section 3. Quorum; Action at Meetings; Proxies
Board. A quorum for the transaction of all business at any meeting of the Board shall be at least half of the membership of the Board holding voting rights, including members who are participating by telephone or other electronic means. At any meeting of the Board for which a quorum is present, the vote of a majority of those present as well as those members voting by proxy shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these bylaws.
A proxy shall be in a writing which specifies the date of the meeting to which it shall apply and the member designated to serve as proxy holder, and a copy of such proxy must be received by the Secretary (delivered by hand, overnight mail or electronic mail) not later than forty-eight hours prior to the designated start time for the meeting named therein. At the beginning of each meeting of the Board, the Secretary shall inform all participating members of the proxies received for voting at such meeting prior to the deadline set forth in the preceding sentence. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
Executive Committee. A quorum for the transaction of all business at any meeting of the Executive Committee shall be at least half of the membership of the Executive Committee, including members who are participating by telephone or other electronic means.
Section 4. Waiver of Notice; Calculation of Time Periods for Notices
Any notice required by these bylaws to be given either to a member of the Board or to a member of the Executive Committee may be waived by the person entitled thereto either before or after the notice was required to have been given provided such waiver is made in writing and filed with the records of the Corporation.
In connection with the sending of any notice for which these bylaws, the Articles of Organization, or applicable law specify a particular time period in advance of the meeting or other action to be taken for notice to be sent, such calculation shall not include the day on which notice is sent but shall include the day on which the meeting or other action to be taken is to occur.
Board of Directors
Section 1. Composition, Powers, and Duties
The Board shall include the Officers, as defined below, no more than twenty-four elected Directors (each an “Elected Director,” and collectively, the “Elected Directors”), and the ex officio Directors. The Board shall set the general policies of the Corporation, approve budgets, authorize major expenditures, and oversee the general activities of the Corporation.
The following shall be Directors of the Board ex officio: Music Director of the Harvard Radcliffe Orchestra (the “HRO”), Director of the Office for the Arts of Harvard University, President or Co-Presidents of the HRO, and President or Co-Presidents Emeritus/Emeriti of the HRO. The Board may designate additional ex officio Directors.
The Officers and the Elected Directors shall have voting rights to act on behalf of the Board unless different parties are designated to hold such voting rights under applicable law, the Articles of Organization, or other provisions of these bylaws. The ex officio Directors shall not have voting rights.
Section 2. Election and Terms
Elected Directors shall be elected by the Elected Directors then in office and each shall serve for a term of three years. The terms of Elected Directors will be staggered such that the Elected Directors shall each year elect one-third of the Elected Directors. An Elected Director may serve for up to two consecutive three-year terms and then must wait at least one year before being eligible for reelection. The Board, in its reasonable discretion, may waive the two-term limit for the member(s) of any given class of Elected Directors who would not otherwise be eligible for reelection in accordance with the previous sentence.
Each Elected Director shall serve until the conclusion of the Annual Meeting at the end of the applicable three-year term or until his, her or their successor is elected.
Service on the Board as Officers and ex officio Directors shall not be subject to the term limits for Elected Directors as set forth in the first paragraph of this Section 2; provided, however, that the election of and service on the Board as Officers shall be subject to the provisions set forth in Article V, Section 2, below.
Section 3. Vacancies
Vacancies on the Board shall be filled solely by the affirmative vote of a majority of the remaining Elected Directors in office even though less than a quorum of the Board, and the Board shall endeavor to cause any vacancies to be filled promptly following the creation of the same. Any Officer or Elected Director so elected shall hold office for the remainder of the full term of the Officer or class of Elected Directors in which the vacancy occurred and until the Officer’s or Elected Director’s successor shall have been elected and qualified; provided, however, that the time served by such Officer or Elected Director in filling such vacancy shall be deemed to constitute a full term counting toward the term limit described in Article V, Section 2, below (as to Officers) or Article IV, Section 2, above (as to Elected Directors), as applicable, unless the time served is for a period of one year or less, in which case such time served shall not count toward the term limit described in the referenced provisions.
Section 4. Board Member Expectations
In connection with the sending of notice for each Annual Meeting, the Executive Committee shall distribute to all members whose terms are to continue following such Annual Meeting a document entitled HROF Board Member Expectations. For any new member who is elected to the Board at any time, the Executive Committee shall provide a copy of such document in advance of such member’s election. Each member agrees that he, she or they shall review and use his, her or their best efforts to comply with the expectations set forth in said document throughout his, her or their term as a member.
Officers & Executive Committee
Section 1. Officers
The officers of the Corporation shall be those of President, Vice President, Treasurer and Secretary (collectively, the “Officers”).
Section 2. How Chosen and Terms of Office
The President, Vice President, Treasurer and Secretary shall each be elected by the Elected Directors for two-year terms. An officer may serve for a maximum of two consecutive two-year terms.
Two offices may not be held by the same person.
Each Officer shall serve until the conclusion of the Annual Meeting at the end of the applicable two-year term or until his, her or their successor is elected.
Section 3. Executive Committee
The Executive Committee shall be comprised of the Officers and up to three Elected Directors appointed by the President to serve as at-large members of the Executive Committee.
Section 4. Removals
The Board may, by a majority vote of the Elected Directors present and voting, remove at any time any Officer or Elected Director (but not any ex officio Director), and designate a successor to serve until the next Annual Meeting.
The President, in consultation with the Executive Committee, may remove at any time any at-large member of the Executive Committee and/or the chair of any Standing Committee and appoint a successor for the same.
Powers and Duties of Officers and the Executive Committee
Section 1. President
The President shall have day-to-day supervision and direction of the business and activities of the Corporation. He, she or they shall preside at all meetings of the Board and of the Executive Committee. He, she or they shall, in consultation with the Executive Committee, appoint the chairs and members of the Standing Committees and other committees created by the Board or the Executive Committee. He, she or they may execute all bonds, mortgages and contracts requiring the seal of the Corporation.
Section 2. Vice President
The Vice President shall assume the powers and duties of the President in the President’s absence.
Section 3. Secretary
The Secretary shall be sworn to the faithful performance of his, her or their duties and shall keep a true record of all meetings of the Board and of the Executive Committee. He, she or they shall be responsible for such record books, papers and other documents as shall be required by law to be kept and which shall be available for inspection by persons entitled to by law. He, she or they shall also be responsible for keeping a roll of all Alumni and, in connection with such duties, keep the Alumni Records Office of Harvard University apprised of any changes of address or notices of deaths received by him. He, she or they shall act as the Clerk of the Corporation and must reside within The Commonwealth of Massachusetts. In the absence of the Secretary, a Secretary pro tem shall be appointed by the presiding officer and shall be duly sworn and shall perform the duties of the Secretary.
Section 4. Treasurer
The Treasurer shall be the general financial officer. He, she or they shall be responsible for full and accurate accounts of receipts and disbursements. He, she or they shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Committee or, in the absence of such designation, in a depository of his, her or their choice. He, she or they shall have authority to draw checks and other instruments on behalf of the Corporation.
The Treasurer shall give bond in such penal sum as is satisfactory to, or required by, the Board, and he, she or they may be required to furnish sureties approved by them if they so elect. The Board may by express vote waive the requirements that the Treasurer give bond. The Treasurer may execute all bonds, mortgages and contracts requiring the seal of the Corporation.
The Treasurer, in consultation with the Executive Committee, may designate a member of the Board to serve as an Assistant Treasurer to assist the Treasurer in the performance of his, her or their stated duties, provided that the Assistant Treasurer shall not constitute an additional Officer. If there is an Assistant Treasurer, he, she or they may be, but need not be, required by the Board to give bonds in the same manner as required of the Treasurer.
Section 5. Executive Committee
The Executive Committee shall have the power and authority to manage the business and affairs of the Corporation between meetings of the Board. The Executive Committee may create and supervise the work of committees in addition to the standing committees to carry out the work of the Corporation.
Section 6. Records
All records as herein above mentioned shall reside at the office of the Corporation under the care of the Secretary.
There shall be the following standing committees of the Board (collectively, the “Standing Committees”):
The Governance Committee shall, in consultation with the Board, develop and recommend a slate of Officers and Elected Directors for election by the Board as provided herein. It shall also monitor the overall governance of the Corporation.
The Development Committee shall design, supervise and oversee the fundraising activities of the Corporation.
The Alumni Relations Committee shall oversee the design and implementation of activities to encourage participation of alumni in the programs and goals of the Corporation and the HRO.
The Finance Committee shall be chaired by the Treasurer and shall be responsible for overseeing the finances and investments of the Corporation.
The Student Relations Committee shall foster strong open communication between the Corporation and HRO, reinforce the importance of HRO activities and goals, coordinate a collaborative division of duties on joint projects, and undertake other duties as charged by the Executive Committee of the Corporation.
The Communications Committee shall (i) design and oversee the Corporation’s technology infrastructure, including, but not limited to, email, database, file storage, website, and social media platforms, and (ii) be responsible for the Corporation’s branding and public relations activities, including assisting the HRO in these areas.
The Board may designate and create any other standing or ad hoc committees with such duties and powers as it sees fit to further the purposes of the Corporation.
The Officers and the chairs of the standing committees shall present to the Board at each Annual Meeting such reports of the condition of the Corporation as the Board may require.
The fiscal year of the Corporation shall end on July 31st of each year.
Articles of Organization
The provisions of the Articles of Organization, as filed with the Secretary of State for The Commonwealth of Massachusetts on May 6, 1966, and as the same may be amended, restated or modified from time to time and shall be deemed to constitute a part of these bylaws as if the same were restated in their entirety herein.
Members of the Corporation
The Elected Directors of the Corporation shall constitute the members of the Corporation for the purposes set forth herein.
Distribution of Assets on Corporate Dissolution
In the event that the Board determines that it would best serve the objectives of the Corporation to dissolve the Corporation and to transfer the assets of the Corporation to another charitable body, it may, by majority vote, authorize the filing of a petition with the Massachusetts Supreme Judicial Court requesting dissolution and recommending the most appropriate successor organization.
Indemnification of Directors and Officers
The Corporation may, by vote of the Board, indemnify persons who may serve or have served at any time as an Officer or Elected Director of the Corporation against expenses and liabilities, including counsel fees, reasonably incurred of imposed upon such person in connection with his, her or their service or prior service in such capacity. The terms of such indemnification shall be determined by vote of the Board.
Use of Pronouns
Pronouns used herein shall be deemed to include the singular and the plural and all genders.
These bylaws may be amended or repealed at any meeting of the Board by vote of a majority of the Elected Directors present or participating by telephone or other electronic means, provided that a different vote is not specified by law, the Articles of Organization, or these bylaws, and provided that notice of the proposed amendments is included in the notice of the meeting.