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PROMETHEUS SYMPHONY ORCHESTRA

PRACTICES, POLICIES AND BY-LAWS

2013-2014 Season TABLE OF CONTENTS

INTRODUCTION……………………………………………..……….2 Part I Orchestra Governance………………………………………

A. Governance Structure Elections Board of Directors Board Functions Officers

B. Board of Directors Meetings …………………..……… C. Committees…………………………………….………. D. Budget, Finances, Insurance………………………… E. Concert Season, Venues, Rehearsals ………………...

3 4 4 4 5

Part II Orchestra Members…………..…………………………….. A. Membership in Prometheus Symphony………..….… B. Member Information and Responsibilities………..…

For Member website page / Rehearsals / Music Parts

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6

6

Part III Orchestra Committee ……………………………………… Admission and Retention Policy……….……..…………….

7 7

Part IV Membership Dues Policy……………………….…………... 8

Part V Member Roster and Program Personnel List ………..…… 9

Part VI Member Information Handout …………...…………….…. 10-11

Part VII Website, E-Mail, Publicity and Outreach……………….… 11

Part VIII Merritt College and Prometheus…………………………… 12

Part IX Concert Programs - Content, Acknowledgments, and Advertisements with rates………………………….…… 12

Part X Free-Admission Policy…………………………………..… 13

Part XI Non-Profit 501(c)(3) Status and Contributions Policy 13-14

Part XII Grants and Employer “matching grants” 14

Part XIII Khuner Young Artist Concerto Competition ……………. Rules and Application Form ……………………………….

15-16 17

Part XIV Prometheus Symphony Orchestra History (as of 2005)…... 18-19

Part XV Concert Production Checklist…………………….……..… 20-21

Part XVI Prometheus Symphony Orchestra BY-LAWS ………….… 22-30

INDEX to Book of Practices, Policies and By-Laws………………………...31

PSO Book of Policies, By-Laws 2013-14 Season (9/12/13 update) page 2

INTRODUCTION TO BOARD of DIRECTORS’ BOOK of

PRACTICES, POLICIES AND BY-LAWS

The purpose of this book is to describe the Prometheus Symphony Orchestra's governance and

to summarize the Orchestra’s operational practices and policies. Each section identifies the provision

in the By-Laws, if any, that affect the stated practices and policies. The full text of the By-Laws is

included as Part XVI. The Index identifies topics both in the narrative text and in the By-Laws.

The "practices" described herein are those the Orchestra and its Board of Directors customarily

follow, and which are in conformance with the By-Laws. The By-Laws’ provisions are mandatory

and can only be changed by a formal amendment. In contrast, the statements of practice in this book

do not mandate that the Board or the Orchestra follow the described practices. Rather, the

descriptions are intended to assure the Board and its committees are aware of existing practices, for

purposes of consistency and efficiency in administration. When practices evolve or are changed, this

book will be updated to assure accuracy.

The "policies" described herein are those formally adopted by a vote of the Board of Directors.

The Board can only adopt a formal policy if it does not conflict with the By-Laws. The Board may at

any time amend, rescind, or add such policies and will update this book accordingly.

The Board plans to re-issue this book annually, with each edition identified by the Season dates.

The first edition was entitled "2012-2013 Season." Each edition will update provisions that may

change with a new Season and also reflect changes in practices or policies and amendments to the

By-Laws, if any. Each edition will remain in effect until the Board issues the next edition, even if a

new season has begun.

The Board publishes each edition electronically and makes it available to the Board members

and the Music Director. Past seasons' books will be retained in the Orchestra's archives.


Part I

ORCHESTRA GOVERNANCE

A. Governance Structure -- Elections, Board of Directors and Officers The Prometheus Symphony Orchestra was initiated in 1964 as a class at Merritt College but then

became an independent, community based volunteer orchestra. It incorporated in 1979 as a not-for-

profit entity under California law. As part of the incorporation process, Orchestra members adopted By-

Laws that specify how the Orchestra is governed. The members have amended the By-Laws from time

to time (Reprinted below, Part XV)

• Election of the Board: The By-Laws provide that Orchestra members can vote at regular or special

meetings. A quorum is 20 Orchestra members. Orchestra members nominate candidates for the

Board of Directors and hold an election at the annual membership meeting, customarily at a

rehearsal toward the end of the concert season (May or June). The Board is elected for the following

fiscal year (July 1-June 30). There is no limit on how long a member may serve by re-election.

Board policy encourages nominations that will provide representation from each section of the

orchestra (upper strings, lower strings, woodwinds, brass).

• Board of Directors: The By-Laws require a Board of no more than 20 members. Traditionally,

only playing members of the Orchestra serve as Directors. Board members and officers receive no

compensation for their services. They cannot be held personally liable for Prometheus activities

(By-Laws Article IX). Board members for the 2013-14 Season are: John Gilbert timpani),

President; Jeffrey Bellamy (tuba), Vice-President; Bonnie Bogue (bassoon), Secretary; Bruce Von

Kugelgen (trombone), Treasurer; Karl Sevareid (bass); Catherine Jennings (flute); Joyce Vollmer (violin);

Keith Sklower (oboe); Sandy Schniewind (bass); Jennifer Ziebarth (cello); Valerie Herr (cello).

Email [email protected] reaches all Board members and the Music Director..

• Board Functions and Duties: The Board acts as a committee of the whole to manage all aspects

of the Orchestra’s operation. Traditionally, the Orchestra has no paid staff other than the Music

Director; therefore, the Board members’ duties include:

o budgeting, financial transactions, fundraising, dues collection, tax status compliance o contracting with the Music Director o working with the Music Director in creating the concert season o arranging and contracting for rehearsal and concert venues o doing season and concert publicity, compiling and maintaining mailing lists o creating and maintaining website and Facebook o planning Orchestra’s activities and future direction o creating and serving on working committees for temporary and ongoing activities o archiving Orchestra records o managing concert production, using a checklist (included as Part XV).


• Officers: The Board elects officers from among Board members, which include President,

Vice-President, Secretary and Treasurer. Officers’ duties are specified By-Laws Article VI.

o The President has executive authority, with the Board’s authorization, to act on behalf of the

Board and the Orchestra, such as signing contracts and negotiating for venues. In practice, the

President maintains regular contact with the other officers, the Board, and the Music Director

prior to acting on behalf of the Board. The President has custody of all official documents of

the Prometheus Symphony Orchestra and maintains the Orchestra archives.

o The Treasurer has By-Law authority to collect and disburse funds, as authorized by the Board

(see Budget, Finances, below). The Secretary creates Board meeting minutes and performs

other duties at the direction of the Board.

B. Board of Directors Meetings The Board meets in regularly scheduled meetings, customarily about 2 weeks prior to each

concert, and in an annual all-day retreat. The Board may call special meetings between scheduled

meetings. The Board’s established practice allows special meetings to be conducted by

teleconference or email, if the Board decides that urgency so requires.

• Quorum. A quorum for a Board meeting is 4 members. (By-Laws Article V), Action is

authorized if approved by a majority of Board members present at any meeting.

• Minutes of Board meetings are prepared by the Secretary and maintained by the President in

Prometheus Symphony official files. By practice, the Minutes are distributed electronically to

every Board member after each meeting and approved and adopted at the next meeting..

C. Committees The Board may appoint committees consisting of Board members and/or members of the

Orchestra. A committee may be temporary, for a specific issue such as venue search, or may be a

standing committee, such as the Khuner Concerto Competition Committee. The only committee

required by the By-Laws is the Orchestra Committee (see Part III).

D. Budget, Finances, Insurance The fiscal year begins July 1 (By-Law Article XII). The Board adopts an annual budget,

customarily at the summer retreat. The Treasurer:

o creates a budget for Board approval o maintains financial records, reporting to the Board at every meeting o records income and expenses o maintains bank accounts and checkbook o writes checks for approved expenditures o collects and deposits income from dues, donations and grants o records donations and membership dues by name and year o acknowledges donations by letter and in concert programs o maintains tax and insurance status.


• Income comes from member dues (Part IV), audience and member contributions (Part X),

ads in concert programs (Part IX), concert concessions, and grants (Part XII).

• Expenditures, approved by the Board, customarily include rehearsal and performance space,

music rental, program and publicity printing, postage, fees to Merritt College (Part VIII), and

the compensation of the Music Director, whose stipend is determined by agreement. The

Orchestra grants a monetary award to the winner of the Young Artist Concerto Competition and

may decide to give an honorarium to invited guest artists.

• Member Compensation. Regular orchestra members and Board members receive no compensation

for services rendered. Orchestra members and the Music Director are reimbursed for out-of-

pocket expenditures, if approved by the Board.

• Insurance. The Orchestra carries liability insurance, a requirement for renting most venues. No

officer or member can be held liable for orchestra activities (By-Laws Article IX)

E. Concert Season and Rehearsals

The By-Laws grant the Music Director full artistic control over programming and performances.

The Music Director reports on his decisions and activities to the Board, and customarily attends Board

meetings to participate in planning.

• Season and Concerts: The Music Director selects the season’s repertoire and guest artists and

sets the performance schedule, customarily in consultation with the Board. (By-Law Article

VII). Traditionally, the Music Director and the Board reach consensus on a five concert

season, based on availability of venues and artists, with some sets having two performances to

expand the season to six or seven performances. Concerts are customarily held on Sunday

afternoons, to further the orchestra outreach policy of making programs available to seniors

(see Publicity, Pt. VII) and to families with children.

• Venues and special performances: The Board arranges and contracts for rehearsal and

performance venues. The orchestra may participate with other organizations in performance

opportunities that are in addition to the regular concert season concert.

• Rehearsals: Rehearsals are customarily once a week, on Monday evenings, plus additional

rehearsals as needed. Schedule and locations posted on For Members link on website. The

Music Director and the Board arrange for rehearsal space, whenever possible at Merritt

College (see Part VIII). The Music Director customarily calls separate string and wind

sectional rehearsals once per concert set, as needed. The Board budgets an honorarium for a

music coach to assist the wind sectional.


Part II ORCHESTRA MEMBERS

A. Membership in the Prometheus Symphony Orchestra

• Admission: The By-Laws (Article IV, VII, VIII) grant the Music Director authority to select and

seat orchestra members. See Parts III and IV for the Board-adopted formal policies regarding

admission and retention and the function of the Orchestra Committee.

Customarily, the Music Director informally auditions strings players for admission as regular

members. Woodwind, brass and percussion players are added as regular members only when

there is an opening caused by the departure of a regular member. Substitutes for temporarily

absent regular members, or guest players that the Music Director determines are needed

because of orchestration, are customarily invited to play on a per-concert basis.

• Seating within each section is at the Music Director’s discretion.

• Voting: Orchestra members vote (as provided in By-Laws Article IV, Sec. 2, ¶ b, and Section 3) for

the Board of Directors and the Orchestra Committee (See Part I)

B. Member Information and Responsibilities

• For Members page on the website (www.PrometheusSymphony.org) describes the expectations

and responsibilities of members. This information is printed in a Member Information Sheet

(included here as Part VI) distributed to members. Regular Orchestra members are expected to

pay dues (see Part IV), and to participate in the production of rehearsals and concerts,

including set-up, concert concession, publicity, program ads, and serving on committees.

Traditionally, a member volunteers to record concerts, to the extent the law allows.

• Concert Production. Members volunteer for all aspects of concert production, including set-up,

concessions, program preparation, and recording of each performance. The checklist the

Board uses to assign the many tasks necessary to produce each concert is printed in Part XVI.

• Rehearsals: Members are expected to attend all weekly and extra rehearsals called by the

Music Director. The rehearsal schedule link on the website’s For Members page posts

updated times and locations of rehearsals and concerts. Members are instructed to check the

schedule for changes, as they are not individually notified.

• Music parts: Members are provided with music parts, either rented by the Orchestra, or when

possible, made available for members to download from the internet. The “rehearsal

schedule” link on the website’s For Members page provides information about music parts.


Part III

ORCHESTRA COMMITTEE

MEMBERS ADMISSION and RETENTION POLICY A. Orchestra Committee – Election and Responsibilities

Under Article VIII of the By-Laws, the Orchestra membership is to elect an Orchestra Committee

annually. Section 2 specifies how and when the Committee is to be elected and the required

instrumental diversity of the Committee. Alternatively, the Orchestra members may choose to elect

the members of the Board of Directors to serve as the Orchestra Committee, if the Board membership

has sufficient instrumental diversity. The purpose of the Orchestra Committee, stated in Section 1 of

Article VIII, is to represent both the Music Director and the players in the making of personnel

decisions, including selection, retention, seating and termination of orchestra members.

B. Admission and Retention of Orchestra Members - Board Policy

The Board of Directors adopted (in June 2011) a written Policy to supplement By-Law language

about player addition and termination. The expressly stated purpose of the Policy is to clarify

responsibilities and provide procedures for the Music Director, the Orchestra Committee and the

Board. The Board reached consensus that the Policy is a good way to support the Music Director and

to provide a clear and fair procedure for everyone’s benefit. (Board Meeting Minutes, June 14, 2011)

The Policy states:

The Board of Directors, the Orchestra Committee and the Musical Director, in keeping with Article VIII of the By-Laws, have adopted the following Policy providing procedures for the addition of new or returning players, or termination of a regular player.

(1) New and returning players: The Board of Directors and the Orchestra Committee support the Musical Director in his recruitment of regular members, in keeping with the standards of the orchestra. The Director will notify the Chair of the Orchestra Committee when a player is recruited as a regular member of the orchestra. Either the Musical Director or the Chair of the Orchestra Committee has the option of calling a meeting to attempt agreement on a player.

(2) Terminating players: The Musical Director may decide if it will further the standards of the orchestra to terminate a regular member. Before notifying the player, the Director will inform the Board President and the Chair of the Orchestra Committee. If the majority of the Committee agrees, the Committee Chair will promptly notify the Director, who may then inform the player. If a majority does not agree, the Committee will refer the issue to the Board of Directors, under Section 4 of Article VIII, for final decision, which the Board will communicate to the player and the Musical Director.


Part IV

MEMBERSHIP DUES POLICY

A. Dues Amount: The Board sets the amount of dues that regular Orchestra members are to pay

each semester (September and January) to maintain membership in the Orchestra.

B. Dues Payment Policy: The Board’s established practice is that Board members encourage regular

Orchestra members to pay dues, explaining how membership dues are necessary for the

Orchestra’s survival, to pay for rehearsal space, performance space, Merritt, music, Music

Director’s stipend and programs. In January 2012, the Board adopted a written Policy stating the

dues requirement for regular members, and that invited players are not expected to pay dues.

The Policy also states that no one will be denied membership for nonpayment of dues if

payment creates financial stress for the member. Accommodations will be offered for financial

hardship, to be discreetly discussed with the member by the President or other Board member.

The policy is stated in the information handout, appears on the website’s For Members page and

is stated at rehearsals. A succinct version is printed on dues envelopes distributed to members.

• Dues Policy –Full Text as adopted by the Board

Each “regular” orchestra member, having agreed to play for the semester or season, is expected to pay dues. Dues are $150 per semester until modified by the Board.

Regular members will be told that, if they find it difficult to pay the full amount, they may speak to the President or Treasurer about an accommodation. No one will be turned away, but will be encouraged to pay what they can.

A “per set” fee of $50/concert may be offered to regular players who do not play all the concerts in a semester (away for health reasons or on sabbatical, or who have a part in only some concerts, such as 4th horn), if they request an accommodation.

Invited players (as contrasted to "regular members") are not asked to pay dues. That is, “substitute players” (covering for a regular player for one concert) and “special players” (covering special additional instrumentation for a concert, such as contrabassoon, keyboard, percussion) will not be asked to pay $50 per concert for filling that service. Each will be invited to make a donation, if they are so inclined, but will not be made to feel they have to pay to accept the service. (from Minutes 1-12-2012 Board Meeting)

• Dues Policy as Printed on Dues Envelope Member Contribution

Members’ requested contribution is $150 per semester (due September and January)* Please give your check (payable to Prometheus) to Bruce (trombone). If he is not present, give to

Bonnie (bassoon), Joyce (violin), John (timpani). Or mail it. Contributions help pay for conductor, music, concert hall, Merritt, programs, flyers ….

We welcome additional donations (tax deductible) as our expenses exceed our member contributions and concert collections.

Thank you ! !

* Anyone finding it difficult to pay the full amount, please talk to Bruce or John about an accommodation. No one will be turned away, but we encourage all to pay what they can to keep Prometheus going. (Guest players are not asked to pay dues.


Part V

MEMBER ROSTER, PROGRAM PERSONNEL LIST,

MEMBER PROFILES IN PROGRAM

A. Member Roster

• Roster: The Orchestra maintains a roster of all members, with phone numbers, email addresses

and mailing addresses, as required by the By-Laws. The Roster Coordinator obtains contact

information when a player joins the orchestra and reminds members to submit changes. The

practice is to divide the Roster into “active” (current regular members), “semi-active”

(substitutes or for extra instrumentation) and “inactive” (past members).

• Member Access: The Roster is available online and password protected for members only.

Members can go to www.google.com, and sign in as [email protected]

They must ask a Board member for the password, which is changed periodically to protect

member privacy. Access is "read only" except for Board members who are granted access to

edit the Roster.

B. Program Personnel List Policy

The adopted Policy of the Board, as requested by the Music Director, is that all “regular” players

will be listed in each concert’s program for the entire season, even if a player misses a particular

concert, as long as the player plans to continue as a regular player for the season. Invited or guest

players (substitutes and extra instrumentation) are listed only for the concert they play.

The Roster Coordinator assures that the list is accurate for each concert program.(See Part IX)

C. Member Profiles

In 2013, the Board initiated a policy of featuring one or more regular orchestra members in each

concert program. The Chair of the Profile Committee selects and interviews the member and takes or

obtains a photograph. The Board has authorized the webmaster to develop a page on the website to

list orchestra members with links to profiles printed in past programs.


Part VI MEMBER INFORMATION

The following is distributed to members each semester and also appears on the For Members page website.

Member Information please review and keep this sheet for future reference

Visit our website www.PrometheusSymphony.org and click “For Members” tab to open the members information page. All you need to know is there!

Rehearsals are 7:30-10:00 pm on Mondays, including holidays. (No rehearsals during the Winter Holidays or summer.) Arrive before 7:15 to help set up room and warm up. Tune at 7:25. Baton falls at 7:30. Please help with take-down, too. Dress rehearsals are the Wednesday before the concert. Warm-up rehearsal starts 2 hours before the concert.

Rehearsal Schedules and Locations. Rehearsals are at Merritt College, Bldg P, Room 307 (unless otherwise announced). Dress rehearsals are at concert site. Check the website prior to every rehearsal -- click the Rehearsal Schedule link on the “For Members” page of website -- because last minute changes or cancellations can occur in extraordinary situations and we don’t have the capability to contact you individually.

Attendance at Rehearsals: To make the most of our limited time together, plan to attend every rehearsal. We need all parts covered for effective rehearsals. If you can’t come, please notify your section leader (names and contact information on website on For Members page). Wind players: please find a substitute and notify your section leader

Music Parts: You are responsible for printing your own parts when they are in the public domain (non-rented). Printed parts are provided by the orchestra only for music that we must rent. Rented parts must be returned at the concert. Check Rehearsal Schedule on the For Members page of our website, before rehearsals begin, to get link to online source of music that you must print and bring with you to the first rehearsal.

Concerts are Sunday afternoons, 3:00 pm, at St Paul’s Episcopal Church in Oakland. See website for map and parking information. Admission is free, donations welcomed. Our audience is enthusiastic and appreciative. We depend on you to get them there, so please use the flyers and postcards we provide to invite friends, colleagues, and family.

2013-14 Season Concert Dates: September 29; November 17; January 26; March 23; May 18. See “Season” page on website for repertoire. We occasionally add additional performances at other times and locations.

Concert Dress: Women ~ long black dress or pants. Men ~ tux or black suit, with black bow tie.

Music Stands and Lights: PSO has music stands at Merritt College rehearsal room -- but not enough for everyone, so bring a personal stand to rehearsals to guarantee that you have one. Bring a stand to all dress rehearsals and concerts. The orchestra cannot transport its stands. You may borrow a PSO stand and bring it to a concert, but you MUST return it at the next rehearsal. The orchestra provides corded lights for concerts. You may bring your own battery light.

Member Roster: We need your current phones and email to reach you in emergencies. Get contact information form from Catherine (flute). Information is kept in our member roster, available online and password protected for members only. Go to www.drive.google.com, and sign in as [email protected]. Get password from a Board member -- we change it periodically to protect your privacy. Access is "read only" so give changes to Catherine (flute) or Bonnie (bassoon)

Dues: All regular members pay dues of $150 each semester (in September and January). Make checks payable to Prometheus Symphony, give to Bruce (trombone, Treasurer), Bonnie (bassoon, Secretary), or John (timpani, President) OR mail in provided envelope. Anyone finding it difficult to pay full amount please speak to the Bruce or John about an accommodation. No one will be turned away, but we encourage all to pay what they can to keep Prometheus going. Contributions help pay for conductor, music, concert hall, Merritt, concert programs, flyers …. Members who do not play all concerts may request to pay $50 a concert (guest players are not asked to pay dues). Additional contributions welcomed (tax deductible) as dues and audience donations don’t cover all expenses, despite members’ volunteer work and cost-savings efforts.

Enrollment: Admission to the Orchestra is by audition with Music Director Eric Hansen. Prometheus is associated with Merritt College as a music class. Members' enrollment in that class is handled only by the orchestra, not by individual members. Do not enroll on your own or pay fees to Merritt. Direct enrollment questions to Eric or Keith (oboe).

Cont’d next page


We are an all-volunteer organization – Orchestra members make everything happen. What can you do? See “Things Member Can Do To Help The Orchestra” on the “For Members” page of the website.

Don’t feel shy about talking to a Board Member. We welcome your questions, ideas, and input.

The Board: John Gilbert (timpani), President; Paco Bellamy (tuba), Vice President; Bruce von Kugelgen (trombone), Treasurer; Bonnie Bogue (bassoon), Secretary; Keith Sklower (oboe), Personnel Manager; Catherine Jennings (flute) Roster administrator; Jennifer Ziebarth (cello); Joyce Vollmer (violin); Karl Sevareid (bass); Sandy Schniewind (bass); Valerie Herr (cello).

Part VII

WEBSITE, E-MAIL, PUBLICITY and OUTREACH

• Website: The Board maintains a website -- www.PromtheusSymphony.org -- that provides a variety

of information for the public and for orchestra members. It updates the season concert schedule

and repertoire, promoting the next concert with information on soloists. It announces the Khuner

Young Artist Concerto Competition, provides downloadable application forms, and lists prior

winners. It features photographs of the orchestra in concert.

• PSO email address -- [email protected] -- is listed on the website and in concert

programs. Queries are answered by the Board President or designated Board member. A separate

email is listed for Concerto Competition inquiries – [email protected]

• Publicity: In addition to the website, the Board publishes a season brochure, customarily in

September, and a flyer for each concert. The concert flyer is downloadable from the website. The

Publicity Chair maintains the mailing list of audience members, the media, stores and libraries,

and mails season brochures and concert flyers. For each concert, the Board sends an email

message announcing the details of the upcoming concert to audience-provided email addresses,

maintained as a separate mailing list, and to amateur music organizations. Orchestra members

forward that message to personal contacts, and distribute flyers and postcards. The Board

provides information to the church where we perform to publicize on its website or bulletins.

• Facebook: The Board has approved an account to share news of Orchestra activities.

• Outreach to Community: The Board promotes attendance by groups from senior residences. At the

beginning of each season, a letter is sent to most East Bay senior residences inviting them to bring

groups. Educational outreach is through the Khuner Young Artist Concerto Competition, for

which mailings are sent to music teachers, music schools and organizations, and youth orchestras.

Concerts are held on Sunday afternoons to facilitate attendance by seniors and families with

children. “Free Concert” sandwich-board poster on sidewalk outside concert site invites

neighborhood and pedestrian attendance. The Publicity Chair sends announcements for each

concert to a substantial mailing list. Concerts are announced on the St. Paul’s Church website.


Part VIII

MERRIT COLLEGE and PROMETHEUS

Prometheus Symphony Orchestra began as a class at Merritt College in Oakland and continues

a relationship. With some exceptions, Merritt College has provided rehearsal space.

The Music Director works with the College to determine circumstances permitting the orchestra

to be offered as a music class. Not all orchestra members are enrolled in the orchestra class. The

Orchestra determines which members are to be enrolled, and pays registration fees for those

enrolled. Enrollment is handled only by the Board. Members do not enroll themselves.

Part IX

CONCERT PROGRAMS

CONTENT, ACKNOWLEDGMENTS and ADVERTISEMENTS

• Programs: The Board prepares printed programs, customarily multiple-page booklets with color

cover. Layout and design done by orchestra members, printed by commercial printer. Programs

for the current season are posted on the website. Each program contains: o professional quality program notes by an orchestra member o photos and biographies of soloists and Music Director o personnel list of orchestra members (see Part V) o a featured profile of selected orchestra members o concert season and dates o Prometheus website and e-mail address o donor and grant recognition o advertisements

• Acknowledgments in the program recognize individuals and organizations that have assisted in

production or made contributions, or have awarded grants. Contributors are named in the

program, ranked by amount given in the current fiscal year, as follows: Contributor: up to $24 Supporter: $25-$49 Donor $50-$99

Benefactor: $100-$249 Patron: $250-$499 Member of the Conductor’s Circle: $500 or more

Programs also include the following tribute to all of the Prometheus Music Directors:

Eric Hansen 1997–Present Randy Hunt 1964–1972 (Orchestra Founder)

Roy Bogas 1972–1973 Sally Kell 1973–1980

Jonathan Khuner 1980–1991 George Thomson 1991–1997


• Advertisements and Rates: Orchestra members are urged to solicit ads from businesses, music

stores, or supporters to be printed in the program. Individuals can place an item to honor a

person or occasion. A form for submitting ads is downloadable from the website.

Rates for 2013-14 are: □ Full page ad (7” x 5.5”): $500 for season (five concerts) □ Half page ad (3.5” x 5.5”): $250 for season (five concerts) □ Business card size ad (3” x 2”): $100 season (five concerts) □ Full page ad (7” x 5.5”): $150 for one time only □ Half page ad (3.5” x 5.5”): $75 for one time only □ Business card size ad (3” x 2”): $25 for one time only

Part X FREE-ADMISSION POLICY

The Orchestra has a long-standing policy of not charging admission to concerts. The website and

publicity state: “Concerts are free admission but donations are always graciously accepted.” At

concert intermissions, donations are collected. (See Part XI)

Part XI

Non-Profit “501(c)(3)” Status and Contributions Policy

A. Tax-exempt Status as Not-for-Profit Organization

Prometheus Symphony Orchestra was granted not-for-profit status by the IRS and the State of

California in 1979. This Sec. 501(c)(3) status allows contributors to claim donations to the

Prometheus Symphony as charitable deductions under federal and state tax laws. The IRS

documentation is held by the Board President, with copies held by the Treasurer and Secretary.

The Treasurer is responsible for annual state and federal filings to maintain that non-profit status,

so the Orchestra can be exempted from paying tax on contributions and grants received.

B. Contributions Solicitation

At each concert, the audience is told that contributions are tax-deductible because Prometheus

has nonprofit 501(c)(3) status. The following solicitation efforts are employed:


o contribution envelopes, with place for name and contact information, are included in mailing of

Season Brochure at the beginning of each season. o contribution envelopes are inserted in concert programs. o a Board member speaks to the audience at concert intermission and explains the need for donations. o website solicits contributions and advises, as an incentive, that contributors are acknowledged in the

concert programs by level of contribution. o each concert program recognizes donors by level of contribution for the season o Orchestra members are encouraged to make donations in addition to regular dues.

C. Contribution Records and Acknowledgements

The Treasurer maintains a data-base of contributors for each calendar (tax) year. The Treasurer

updates the record of audience and member donations after each concert, and keeps a cumulative

record so that donors’ contribution level that is listed in each program, is current (see Part IX).

Under Board policy, the Treasurer issues contribution acknowledgement letters for any

donation of $50 or more within two weeks of its receipt. In addition, by January 31, contributors are

sent an annual acknowledgement for their cumulative contributions for the tax year.

Part XII

GRANTS

As part of its fund-raising activities, the Orchestra seeks grants from various funding sources.

Grantors are listed in Concert programs.

• Arts Grants: The Board’s practice is to search for sources of funding from foundations and other

organizations that support the arts.

Alameda County Arts Commission has periodically awarded Prometheus ARTSFUND grants.

The most recent grant was awarded in 2013. We may apply in the future, but eligibility is limited to

every third year. Application information is at: http://www.acgov.org/arts/html/artsfund_program.html

• Employer Matching Grants: Orchestra members are encouraged to apply for matching grants

from their employers. Such grants usually match the member’s contribution made in cash or in

donated services.


Part XIII

FELIX KHUNER YOUNG ARTIST CONCERTO COMPETITION

A. Background and History

The Prometheus Symphony Orchestra conducts an annual youth concerto competition, open to Bay Area

string, woodwind, brass and percussion players, age 18 or younger. The Competition was initiated in 1989 by

Dorinda Chase, long-time principal clarinetist with the Prometheus, who shepherded the program until 2012. It

is named in honor of Felix Khuner, who played with Prometheus in the 1980’s, after retiring from a career as a

professional violinist with the San Francisco Symphony, San Francisco Opera Orchestra and California String

Quartet. His son, Jonathan Khuner, conducted the Prometheus Symphony for 13 years (1980-1991) before

moving on to be music director of the Berkeley Opera, conductor for the San Francisco Opera, prompter for

the Metropolitan Opera, and guest conductor of major opera companies

B. Competition Administration

The Khuner Competition Committee customarily consists of some Board members and other orchestra

members. In 2013-14, members are: Bonnie Bogue and Valerie Herr, Co-Chairs; Catherine Jennings, Allen

Habel, Keith Sklower, Terri Knight, with webmaster John Gilbert ex officio. The Committee has an email for

its internal discussions: [email protected]

The Committee administers the competition: sets competition rules in consultation with the Music

Director; creates an application form that states the rules; maintains mailing lists of music teachers and

organizations; sends mail and email announcements; works with the Music Director to select an audition

date/location; updates the website; receives applications; answers phone and email queries; schedules and

administers the auditions. The Music Director serves as the sole judge and selects the winner or winners.

C. Applicants and Winners.

Applicants, who must be from the Bay Area and be 18 years of age or younger, submit a written

application, with a fee, currently $25. They provide their own accompanist for the audition, and must assure

that orchestra parts are readily available for the selection they choose. They must commit to performing with

the orchestra at a specified concert in the Orchestra’s prescheduled season, customarily in January (to avoid

conflict with the SFYO concert season, as many contestants play in that orchestra). An applicant not able to

perform on that announced date is not eligible to audition. A contestant who is not able to perform on that date

will be disqualified from winning the competition. Other competition requirements are specified on the

application and on the website.

The Winner (sometimes two are chosen) performs a concerto with the Orchestra and receive a monetary

award, currently $200, a certificate and a professional quality recording. The winner’s photo and biography

appear on the website, in the concert program and in concert publicity.


D. Publicity

In May, before the spring school terms end, the Committee mails a postcard and sends an email “early

announcement” to music teachers, advising that notice of the audition will come out in September.

On or before September 1, the application form, that states the competition rules, is mailed or emailed to

music teachers, schools and music programs, youth orchestras, and music stores in the Bay Area. The mailing

announces the auditions, that are customarily held in November. The Competition announcement, in flyer

form, is included, with requests that it be posted.

E. Auditions

As applications are received, the Audition Chair acknowledges receipt, creates an audition schedule, and

notifies the contestants of their appearance time, the length of their audition slot, and provides directions to the

location. At the auditions, a Committee member is present to greet contestants, direct them to warm-up and

audition areas, and to assure compliance with the schedule.

As soon as the Music Director has chosen the winner(s), he notifies the Audition Chair, who promptly

notifies both the winners and non-winners by phone or email.

F. Website

The homepage has a link to the Khuner Concerto Competition page. The Committee keeps the

webmaster informed so that the site provides accurate and current information. When the audition date is set,

the website announces the date. An announcement, in flyer form, and an application/rule form are available to

download. The website announces when the winner or winners are chosen, providing a biography and photo.

Also included is a list of all past winners and what they played.

The website provides an email address for inquiries, that goes to the concerto committee:

[email protected]

G. Applications and Rule Forms

The application form includes a succinct statement of the rules. It requires information about the selection

and contact information for the contestant, the contestant’s music teacher, and the accompanist. The forms are

sent to anyone who requests one, to the mailing list, and is available to download from the website.

The application and rule form is inserted on the following page:


Prometheus Symphony Orchestra will hold its 25th annual Felix Khuner Young Artist Concerto Competition

Tuesday, November 5, 2013, at Church on the Corner, 1319 Solano Ave (at Pomona) in Albany Contestants will be notified of their scheduled audition time, beginning at 5 pm, after applications are accepted

The Competition is open to Bay Area string, woodwind, brass or percussion players, age 18 or younger.

The Competition winner will perform with the Prometheus Symphony on Sunday, January 26, 2014, at 3 pm in Oakland, and will receive a $200 award and a professional recording of the performance.

The Competition winner must be available to perform on that date. Applicants not able to perform then are not eligible for the Competition. Please verify your availability before submitting an application.

Auditioners must be prepared to perform from memory a complete concerto or work for solo instrument and orchestra. As 20 minutes is allotted for each contestant, cuts may be necessary for the audition.

Contestants are to provide their own audition accompanist, and bring a copy of the solo part for the judge.

When selecting a piece, contestants must assure that orchestral score and parts are readily available for the orchestra to borrow, rent or obtain online from a public domain source.

The Concerto Competition was initiated in 1989 by the late Dorinda Chase, clarinetist and music educator. Visit our website www.PrometheusSymphony.org and select the “Khuner Concerto” link to learn more about the Competition, about Felix Khuner, and the talented past winners and the selections they performed

Under the baton of Eric Hansen, the Prometheus Symphony Orchestra provides an opportunity for musicians to perform challenging orchestral repertoire in a series of five concerts each year. Please visit our website to learn about our volunteer orchestra, now in its 49th season, and our season concert schedule.

Applications must be postmarked by October 28, 2013

Please detach and return the form, below, with a $25 registration fee (payable to Prometheus Symphony Orchestra) to Concerto Competition, c/o Valerie Herr, 1541 Hawthorne Terrace, Berkeley, CA 94708.

For further information email [email protected], or call (510) 841-5882 ----------------------------------------------------------------------- -------------------------------------------------------

APPLICATION – Concerto Competition for 2014

Name_________________________________________Age_______School__________________________________

Your Address__________________________________________________________________________________ street city zip code

Phone(s)_____________________________________________E-mail______________________________________

Instrument_____________________ Your Selection_____________________________________________________

Composer_________________________________________ Timed length of entire composition_________________

Private teacher’s name_______________________________ phone __________________ e-mail ________________

Accompanist’s name_________________________________ phone __________________ e-mail ________________

Please provide ALL requested information. Please PRINT clearly.


Part XIV A Brief History of the Prometheus Symphony Orchestra

(published in a 2005 concert program celebrating PSO’s 40th year)

An updated and revised version will be published in 2014. Little did the motley crew of musicians that Randolph Hunt gathered together in 1964* know that they were

starting a musical institution that would be thriving some 40 years later. One of that original group – hornist Akos Vass – is still on the Prometheus roster, as is bassoonist Bonnie Bogue who joined in 1966. Many others whom you see on stage today can claim membership of 20 years or more.

The Prometheus Symphony Orchestra owes its longevity to many things: The joy for the players to be able to do what we love most. The very remarkable conductors who have kept challenging us to play our best and to try things we sometimes believe are too difficult. The dedication of orchestra members who not only practice hard, but do all the behind-the-scenes work to produce five concerts a years and sustain a volunteer orchestra. And, the appreciative (and sometimes tolerant) audience with whom we can share our pleasure in music.

The members of the Prometheus come from all walks of life – teachers, office workers, lawyers, accountants, doctors, computer scientists, professors, homemakers, university students, parents with young children and more than a few grandparents. We put all of that aside each Monday night to come together, sometimes struggling to meet the demands of the great composers and always rejoicing in the experience. We thank our audience for the forty years of support. It wouldn’t be much fun if we played and nobody came.

Here is our story:

The orchestra began as an outgrowth of Randy Hunt’s choral music program at Merritt College – when it was still downtown on “Grove Street.” Randy wanted instrumentalists to back his singers, to do semi-staged scenes from operas, oratorios, and such. He turned the orchestra into a Merritt College class, where he was on the music faculty, and began a rigorous performance schedule. A showman at heart, he not only presented concerts but also involved the orchestra in a number of exciting performance adventures.

Notable in those early years was a collaboration with the Oakland Ballet, which is also celebrating its 40th Anniversary this year. Working with dancer and company founder, Ron Guidi, we backed ballet performances of Hansel and Gretel, Faure’s Requiem, and other programs to a SRO audience at what is now Calvin Simmons Auditorium. With the San Francisco Lamplighters, we were the pit orchestra for Oakland performances of Die Fliedermaus.

Deciding that “Merritt College Orchestra” sounded a bit pedestrian, Randy chose the name Prometheus Symphony Orchestra. The Greek god Prometheus, best known in mythology as the god who brought fire to mere mortals (hence our logo), also was the god of music.

International award-winning pianist Roy Bogas, who had played a concerto with us, then became our first conductor after Prometheus became an independent community orchestra in 1972. The late Sally Kell, principal cellist with the Oakland Symphony, took the podium for the next few years, and brought us to a new level of musical excellence. She continued the operatic tradition, when we participated in a fully staged production of Poulenc’s Dialogue of the Carmelites.” We took the production “on tour” to Berkeley, San Rafael and Monterey. We also “played in the pit” for the Berkeley Ballet’s Nutcracker.

The Prometheus matured with a regular five-concert season in the dozen years that Jonathan Khuner held the baton (1980-1991). Under his tutelage, the orchestra benefited not only from performing some of the most demanding symphonic literature but also from Jonathan’s associations in the opera world and the remarkable singers he invited to perform with us. (He was and still is on the San Francisco Opera staff and conducts the Berkeley Opera). Semi-staged productions of Chabrier’s Etoile, Weber-Mahler’s Die Drei Pintos and and performances of arias from Mozart’s

* Dr. Randolph Hunt initiated the orchestra after he joined the choral music faculty at Merritt College in 1963. The orchestra was initially named the College Community Orchestra of Merritt College.


Marriage of Figaro, Donizetti’s Lucia di Lammermoor and Verdi’s Otello were highlights of those years. The orchestra also took on master works such as Mahler’s 1st Symphony, Brahms’ 4th and Bruckner’s 8th.

With Jonathan came his remarkable father, violinist Felix Khuner, who modestly sat in the back of the violin or viola sections, and on occasion could be heard to hum the part of an absent wind player during rehearsals. He played with us into his 90s. The annual Felix Khuner Concerto Competition for young musicians (18 and under) is a highlight of our season, with one or two superbly talented young people performing each year since 1991. Several have gone on to careers as professional musicians and at least one conductor (Jack Bailey), and they thank the Prometheus for the experience of playing with a full orchestra to a live audience. (See list of winners below.)

We arrived at our 30-year celebration during our six years (1991-97) with the noted young Bay Area conductor, George Thomson. George expanded our repertoire and our appreciation of music. George is well known as the Associate Conductor of the Berkeley Symphony Orchestra and conductor of the “new music” group Earplay. During his tenure, Prometheus was able to renew our association with Merritt College, where we now rehearse.

All of these conductors were remarkably gifted musicians, and the members of the Prometheus learned much from their direction. Our good fortune did not fail us when Eric Hansen took up the baton in 1997.

A lecturer at U.C. Berkeley and East Bay (Hayward) State University and a guest conductor with leading regional orchestras around the nation, Eric has brought to the Prometheus a superb balance of his own extraordinary musicianship, patience with the foibles of tired musicians with day jobs, and a natural talent as a teacher. He is a treasure trove of knowledge about music history and theory, to the great benefit of musicians and audience alike. The orchestra has grown in many ways under his leadership. (Eric and his father had both played with Prometheus in earlier years.)

Under Eric’s baton we have performed over 100 demanding works, which include the following (to illustrate the variety of our repertoire): Bach, Brandenburg Concerto No. 1; Bartok, Suite No. 1 in E Major; Beethoven, Symphonies No. 2 and 5; Berlioz, Symphonie Fantastique; Brahms, Concerto for Violin and Cello and Symphony No. 4; Bruckner, Symphony No. 6; Copland, Quiet City; Debussy, Prelude to `L'Apres-Midi d'un Faune; Dvorak, Symphony No. 6; Elgar, Enigma Variations; Hindemith, Symphonic Metamorphoses; Mahler, Symphony No. 5; Mozart, Symphony No. 18; Nielsen, Symphony No. 4; Shostakovich, Symphony No. 5; Schumann, Symphony No. 3; Strauss, Death and Transfiguration; Stravinsky, Firebird Suite; Tchaikovsky, Symphony No. 5; Vivaldi, Concerto for Two Oboes.

For the record, here are a few of the most notable vocal and instrumental soloists who have performed with the Prometheus over these 40 years (not counting Prometheus’s own members who have played concertos with professional proficiency.)

Ruth Ann Swenson, lyric soprano (leading roles in all of the major opera companies)

Nancy Gustafson, lyric soprano (leading roles in all of the major opera companies)

Marsha Hunt, mezzo-soprano (wife of Prometheus founder Randy Hunt and mother of Lorraine Hunt Lieberson, acclaimed mezzo-soprano. Lorraine herself played viola with the orchestra as a teenager).

Roy Bogas, pianist (soloist with San Francisco Ballet, frequent chamber music concerts, faculty member and orchestra conductor, Holy Names University)

Jeffrey Kahane, pianist (conductor Santa Rosa Symphony and Los Angeles Chamber Orchestra)

Members of the Adler Fellows program at San Francisco Opera, who performed at Jonathan Khuner’s invitation and who have since launched careers in opera, included: Nikki Li Hartliep, soprano; David Burnakus, baritone; Pamela South, soprano; John Matthews, baritone; Susan Patterson, soprano; Mark Delavan, baritone; Douglas Wunsch, tenor; Colette Rice, soprano. Other vocalists included: Lisa Turetsky, Marcelle Dronkers, Katia Roemer, Richard Goodman


Part XVI

PRODUCTION CHECKLIST for ____________ Concert

Assignments made at Board Meeting on _____________

Checklist used at the Board of Directors’ meeting that precedes each concert to make and confirm production assignments.

Pre-Season (Aug) brochure: __John or _________creates/prints. ___Bruce-donor labels. ___ buy stamps. Mailing_________ program covers: __John or __________prints for season . Website: ___John updates with season schedule.

Soloist: ____________________ ________gets bio/photo for website/publicity; Fee?_____________ ___Bruce check; ___ John or ________ make certificate; ________ presents to soloist. ___ Bonnie or ________ arranges for flowers

Concert Publicity ___John (w/ Yvette) design, print flyers and card. John or Yvette gets from printer, brings to rehearsals. ___John or ________ updates website –soloist info. John/Bruce coordinate with Yvette about Facebook. ___Joyce’s report: ____contacts media. _____Mails flyers/ releases to mailing list (libraries, music stores, seniors). __ Keith or ________ Daily Cal online ad for Berkeley add-on concert: cost?____________________________________ ___outreach:_____________________________________________________________________________________ ___John or ____________ email blast to audience e-list. ___Bonnie email CMNC listserve. ___ John check St Paul’s website. ______Terri post flyer on 1st Pres

Program Creation: Ads, bios, acknowledgments, notes, personnel, layout, printing/pickup, donation envelopes ___Karl or_____: sets deadline _____________for materials, emails to “program alias” Yvette needs 2 weeks ___ ____________submits soloist or concerto winner bio and photo for layout. _____Updates Eric’s photo/bio ___Joyce or ______________ prepare members’ Profiles, get photos, submit to John, by submission deadline ___ADS.____ John sets deadline:_______________. ___John checks w/ Bruce or__________ to collect/submit

___ John confirms print-ready on Google-Drive, submits to Yvette for layout; ___ Bruce confirms payment received. ___Bruce updates list and amount-rankings of contributors for programs, forwards to John/Yvette ___Valerie or ________________ write program notes, submit to John/Yvette by submission deadline ___Catherine confirm players for personnel list and provide formatted page to John/Yvette by deadline ___Karl (w/ Yvette) program layout and content; John selects printer, Karl or __________gets copy to printer. ___Board decides number to print________ (expected concert attendance + second performance?). Enough covers?_____ ___Karl or ____________gets programs from printer, brings to concert. Karl or ________sets up folding operation ___Karl keeps donation envelopes, brings to concert with programs. Karl to tell Bruce when need more envelopes.

Concessions ___ __________ will ask (Mon and Wed rehearsals) for volunteers to bake – BOTH CONCERTS __ Joyce or___________ do setup/sales, recruit Sandy or others to help sales - BOTH CONCERTS ___ __________ buy and bring half-half, 2% milk. (Extra for second concert) ______________bring cups, napkins, sugar, tea bags – monitor supply, ?do we need more:?_________________ ___ __________ ask Peet’s to donate coffee or buy coffee, bring to concert -- real and decaf . Ask Bruce how much______ ___Bruce or _____________ make coffee and carry urns from home. OR___________________________ ___Bruce or _____________ has money box, will bring it and take it home. Get $1-bills for change.

Mug Sales: ___Bruce delivers to Bonnie or __________to bring to concert. ______ Joyce or _______ bring sign, handles sales.

(cont’d next page)


Set up/take down -- Dress Rehearsal and Concert

___Karl or _________ key to St Pauls: 7 pm for dress, 1 pm for concert. Church:Tom McGarrell <[email protected]> ___Karl/Terri ______________ will arrange access to 1st Pres. Contact:________________________________ ___Karl brings PSO stand lights. Stands: __Joe brings his Manhassets (on loan). ___Eric reminds @ PSO/Merritt stands ___Bonnie or ___________ brings season brochures ___Karl + Thomas or ______________ supervise set up, moving pews, taping cords, lights and stands. ___Keith: set up recording equipment (as always). ___Karl or _______ assures ERIC has hand-held mic (church contact Tom McGarrell). Bonnie checks pulpit mic ___all Board members After concert, search pews for donation envelopes, programs, turn in to Karl.

Concert duties. ___Bonnie reminds Susan Moore or ____________ to set up sandwich board outside church in morning ___Bonnie or___________ audience “speech”--explain donations/tax deductible/email signup/website/Facebook/ mugs ___Eric or ___________ will remind players to turn in music parts, for ____________________ to collect ___Paco or Bruce or ___________bring collection baskets. Paco/Bruce to recruit collectors ___Paco or Bruce or ___________will do audience count as collectors come up rows.

Post-Concert duties ___Party? Location?______________ Announce to orchestra_______________. Coordinator?____________________ ___Bruce or _________ takes money from collections/refreshment/mug sales, or designates someone. ___Bruce or _________ reports audience count and income to BOARD ___Bruce records donations, addresses, amounts, does cumulative accounting in database. ___Bruce give names/amounts to Bonnie for acknowledgment letters to mail (larger donations only). ___Bruce gives requests/email addresses to John to add to audience email reminder list. ____________ collects rented music to return updated 9/2013


Part XVI BY-LAWS of the PROMETHEUS SYMPHONY ORCHESTRA, INC. *

As last amended in December 2010

ARTICLE I NAME

The name of this corporation is Prometheus Symphony Orchestra, Inc.

ARTICLE II

PRINCIPAL OFFICE

The principal office for the transaction of the business of the Corporation is hereby fixed and

located in the County of Alameda, California. The Board or Directors may at any time and from time

to time change the location of the principal office from one location to another in said county.

ARTICLE III

SPECIFIC PURPOSE

This corporation shall be duly incorporated as a nonprofit educational corporation and the

specific purpose for which this corporation is formed is to support and maintain a non-profit entity, to

instruct, train, and educate students and members of the community in order to improve and develop

their capabilities in the musical arts and for the production of music for the benefit and cultural

enrichment of the community.

ARTICLE IV

MEMBERSHIP

Section 1. Members: There shall be two classes of members of the Corporation (as amended 2006):

a. Members of the Board of Directors are those persons who have been elected to the Board

of Directors.

b. Performing members are those artists and performers who are performing services for the

Corporation warranting their acceptance as performing members, according to the standards

set for the performing group in which they participate. (as amended 2006)

c, Nothing in the above sub-sections a and b of this section (1. “Members” of Article IV:

MEMBERSHIP) shall preclude other classes of members being established if the need for

such classes arise. (as amended 2006)

Section 2. Qualification and Admission of Members (as amended 2006):

A member shall be admitted to or released from membership based upon standards proposed by the

Board of Directors, or by such Membership Committee or Membership Secretary as the Board of

Directors may, by resolution, have authorized. (as amended 2006)

* Official copy held in PSO Archives By-Laws p 1, 12/2010 amended version


In compliance with the California Non-profit Corporations code, as these standards determine

member’s eligibility for participation in the election of the Board of Directors, the standards must be

approved in the manner for amending the By-Laws described below. The current standards are:

a. At least half of voting members of the Board of Directors must be Performing members.

b. Performing members must have either have performed in, or attended at least half the

rehearsals for three concerts in the fifteen months preceding the general meeting.

Section 3. Voting

a. Each member shall be entitled to cast one vote at any annual or special meeting.

b. Each member of the Board of Directors shall be entitled to cast one vote at any regular

or special meeting of the Board of Directors.

c. There shall be no voting by proxy.

d. Quorum of the general membership, to transact any business that shall come before it at

any annual or special meeting, shall be twenty (20) members. (as amended 2006)

Section 4. Annual Meeting: An annual meeting of the members shall be held at the principal

place of business of the Corporation or at such other place as may be designated by the

Board of Directors no later than 2:00 P.M. on the first Saturday of the month of June in each year, for

the purpose of electing Directors who will take office on July 1st of that year and for the transaction

of such other business that may come before the meeting, including but not limited to, an annual

report to be given by the officers and Directors, the plans for the coming year, and a report from the

musical director or directors. (as amended 2006)

Section 5. Special Meetings: Special meetings of the general membership may be called by

the President or by three members of the Board of Directors.

Section 6. Notice of Meeting: Notice stating the place, day, and hour of any general

membership meeting shall be given no later than five(5) days before each meeting. Said notice shall

state the general nature of the business that is to be considered at such meeting and the notice of the

annual meeting shall designate it as such. (as amended 2006)

By-Laws p 2, 12/2010 amended version


ARTICLE V

DIRECTORS

Section 1. Number, Election and Tenure: The number of Directors of this Corporation shall

be a maximum of twenty (20), who shall be elected annually at the annual meeting of the general

membership for a term of one year.

Section 2. Powers: Subject to the limitations of the Articles of Incorporation, the by-laws,

and the California Non-Profit Corporation Law as to actions to be authorized or approved by the

members, and subject to the duties of the Directors as prescribed by the By-Laws, all corporate

powers shall be exercised by or under the authority of, and the business and affairs of the Corporation

shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject

to the same limitations, it is hereby expressly declared that the Directors shall have the following

powers, to wit:

First: To appoint and remove all officers, agents and employees of the Corporation and to

prescribe such other power and duties for officers, agents and employees as may not be

inconsistent with law and with the Articles of Incorporation or the By-Laws.

Second: To conduct, manage and control the affairs of business of the Corporations, and to

make such rules and regulations thereof not inconsistent with law or with the Articles of

Incorporation, or the By-Laws as they may deem best.

Third: To appoint such committees and staff as the Board deem necessary or advisable in the

administration of the Corporation.

Fourth: To select a depository for the funds of this Corporation and to designate certain

members of the Board or corporate representatives to sign checks and drafts thereon.

Fifth: To borrow money and incur indebtedness for the purpose of the Corporation and to

cause to be executed and delivered therefore in the Corporation name, promissory notes,

bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of

debt and securities thereof.

Section 3. Regular Meetings: Regular meetings of the Board of Directors shall be scheduled

by the Board of Directors, following the annual meeting. (as amended 2006)

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or

at the request of the President or any two Directors. Notice of any special meetings of the Board of

Directors shall be given by written notice sent five days in advance to each Director at his address as

shown by the records of the Corporation.



Section 5. Removal: A Director having unexcused absences from three consecutive board

meetings may be removed by the President or a majority of the remaining Directors. A Director may

be removed upon the determination of the President, with the confirmation of the majority of the

remaining members of the Board, or by the majority of the remaining members of the Board,

determining that said Director is unable to perform the duties of a member of the Board of Directors.

(as amended 2006)

Section 6. Vacancies: Any vacancy in the Board of Directors caused by death, resignation,

removal or disability of a Director may be filled by appointment by the Board of Directors. The

Director chosen to fill the vacancy shall serve the unexpired term of the predecessor in office.

However, any vacancies created by reason of an increase in the number of Directors shall be filled by

the general membership of the Corporation at the duly called annual or special membership meeting.

These Directors will serve for the remainder of the fiscal year. (as amended 2006)

Section 7. Quorum: Four (4) members of the Board of Directors shall be necessary to

constitute a quorum for the transaction of business at any meeting of the Board. If fewer than four

members are present at any such meeting, a majority of the members present may adjourn the

meeting without further notice. (as amended 2006)

Section 8. Compensation: Directors as such shall receive no salaries for their services, but

may receive such reimbursement for expenses as may be fixed by resolution of the Board. Nothing

herein contained shall be construed to preclude any Directors from serving the Corporation in any

other capacity and receiving compensation therefore.

Section 9. Ex-officio Members: Ex-officio members of the board may be appointed or

removed by a majority vote of the Board of Directors at a duly held meeting. Ex-officio members of

the board will attend meetings when invited by the Board of Directors, but will not have a vote.

ARTICLE VI

OFFICERS

Section 1. Officers: The officers of the Corporation shall be President, Vice-President,

Secretary, and Treasurer. The Board of Directors may elect or appoint such other officers as it shall

deem desirable, such officers to have the authority and to perform the duties prescribed by the Board

of Directors. Any two or more offices may be held by the same person, except the President.



Section 2. Election and Term of Office: The officers of the Corporation shall be elected

annually by the Board of Directors at the regular annual meeting of the Board of Directors. New

offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold

office until he or she shall resign, be removed, or otherwise be disqualified to serve, or a successor

shall have been duly elected and qualified to serve.

Section 3. Removal and Resignation: Any officer may resign, or be removed with or without

cause by the Board of Directors. A vacancy in any office because of death, resignation, removal,

disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of

the term.

Section 4. President: The president shall be the principal executive officer of the Corporation

and, subject to the control of the Board of Directors, shall in general supervise and control all of the

business and affairs of the Corporation. He or she shall preside at all meetings of the Board of

Directors and the general membership. He or she may sign with the secretary or any other proper

officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds,

contracts, or any other instruments which the Board of Directors have authorized to be executed,

except in cases where the signing and/or execution thereof shall be expressly delegated by the Board of

Directors or by these By-Laws or by statue to some other officer or agent of the Corporation; and he or

she shall perform all duties incident to the office of president and such other duties as may be

prescribed by the Board of Directors from time to time.

Section 5. Vice-President: The Vice-President shall, in the absence or disability of the

President, perform all the duties of the President, and when so acting shall have the powers of, and be

subject to, all the restrictions upon the President. The Vice-President shall perform such other duties

as assigned by the President or by the Board of Directors. (as amended 2006)

Section 6. Secretary: The Secretary shall keep the minutes of the meetings of the members

and of the Board of Directors, with the time and place of holding, how called or

authorized, the notice given thereof, the names of those present at the Directors’ meetings, the

number present at general membership meetings, and the proceedings thereof. He or she shall see

that all notices are duly given in accordance with the provisions of these By-Laws, keep a record of

the mailing address and telephone number of each member which shall be furnished to the Secretary

or delegated census-taker by said member, and in general perform all duties incident to the office of

Secretary and such other duties as may be assigned by the President or by the Board of Directors. (as

amended 2006)



Section 7. Treasurer: The Treasurer shall have charge and custody of and be responsible for

all funds and securities of the Corporation. He or she shall keep and maintain adequate and correct

books and accounts showing the receipts and disbursement of the Corporation; receive and give

receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all

such monies in such banks, trust companies, or other depositaries as shall be selected by the Board of

Directors; render to the President or Board of Directors, upon request, statements of the financial

condition of the Corporation as well as a statement to the membership at the annual meeting; and in

general perform all duties incident to the office of Treasurer and such other duties as may be assigned

by the President or by the Board of Directors. (as amended 2006)

ARTICLE VII

MUSICAL DIRECTOR

Section 1. Selection Committee: The Board of Directors shall authorize a non-paid,

volunteer Selection Committee consisting of at least two members of the Board of Directors and

having the same sectional representation as the Orchestra Committee described below. The Selection

Committee will consider applicants for the position of musical director and will submit a

recommendation to the Board of Directors, who will then make the selection. (as amended 2006)

Section 2. Programming: The musical director who was selected by the Board of Directors

will have full artistic control over programming and the performance of the Orchestra. (as amended

2006) Section 3. Quorum and Notice: A majority of the Selection Committee shall constitute a

quorum and the act of the majority of the members at a meeting at which a quorum is present shall be

the act of the Committee. Notice of any such meeting shall be given at least five (5) days in advance to

each Committee member. (as amended 2006)

ARTICLE VIII

ORCHESTRA COMMITTEE

Section 1. Purpose of the Orchestra Committee: It is intended that the Orchestra Committee

will represent both the Musical Director and the players in striving to attain the goals of the orchestra.

By sharing in the responsibilities of personnel decisions, it will protect the conductor from undue

pressure from members of the orchestra, prospective players, and others.



It will also protect the orchestra members from personnel changes which would result in little or no

gain for the orchestra and from decisions that are not in keeping with the purposes of the orchestra.

The purpose of the Orchestra Committee is not to keep the membership of the orchestra static, but

instead to work with the Musical Director to select as effectively and fairly as possible, new members

of the orchestra, when they are needed.

Section 2. Selection of Orchestra Committee: The Orchestra Committee shall consist of five

at least (5) members who are elected by the orchestra as a whole. One member shall be chosen from

each of the following areas (as amended 2006):

a. from the Orchestra at large

b. from the first and second violin sections

c. from the viola, cello, and string bass sections

d. from the woodwind section

e. from the brass and percussion sections

Section 3. Election of the Orchestra Committee: The Orchestra Committee shall be elected at

the first meeting in October and will serve until September 30 of the following year. Provided that

the instrumental diversity requirements are met, the Orchestra may designate the Board of Directors

to serve as its Orchestra Committee by show of hands at the first regular rehearsal; otherwise the

candidates for the Committee are to be nominated in writing at the last rehearsal in September. The

Musical Director may nominate one additional candidate from each area (a. – e. of Section 2). The

list of nominees will be announced at this rehearsal. The election will be held by secret ballot at the

first rehearsal in October. The new committee will then take office immediately. (as amended 2006)

Section 4. Responsibilities of the Orchestra Committee: The Orchestra Committee will

advise the Music Director on policies for auditioning new and returning players in the orchestra, and

on the addition and termination of individual players. It will also assist the Music Director in

determining seating arrangements for the orchestra. If the Orchestra Committee and the Music

Director do not agree on policies or individual decisions, they will discuss their differences as soon as

possible in an effort to reach agreement. Agreement will be considered to have been reached with the

concurrence of the Music Director and a majority of the Committee. Where

agreement cannot be achieved, the matter will be resolved by a majority vote of the Board of

Directors. (as amended by the Board of Directors November 12, 1980)



Section 5. Recall of the Orchestra Committee: A member of the Orchestra Committee may

be recalled by a petition of the majority of the players of the orchestra.

Section 6. Vacancies on the Orchestra Committee: If vacancies on the Orchestra Committee

develop during the symphony season, replacement members should be elected to fill the committee in

accord with Sections 2 and 3 of this Article. Nominations should take place at the rehearsal

following announcement of the vacancy, and the election should be held at the rehearsal following

nominations.

ARTICLE IX

PERSONAL LIABILITY

No member of the Corporation shall be personally liable to its creditor or for any indebtedness or

liability and any and all officers shall look to the Corporation’s assets for payment.

ARTICLE X

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or

agents of the Corporation, in addition to the officers authorized by these By-Laws, to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the Corporation.

Section 2. Drafts, Check, etc.: All drafts, checks, orders for payment of money, notes, or

other indicia of indebtedness issued in the name of the Corporation, shall be signed by such officer or

officers, agent or agents, of the Corporation and in such manner as shall from time to time be

determined by resolution of the Board of Directors. In the absence of such determination by the

Board of Directors, such instruments shall be signed by the Treasurer or Assistant Treasurer and

counter signed by the President or Vice-President of the Corporation.

Section 3. Deposits: All funds of the Corporation shall be deposited from time to time to the

credit of the Corporation in such banks, trust companies or other depositaries as the Board of

Directors may designate.

Section 4. Gifts: The Board of Directors may accept on behalf of the Corporation any

contribution, gift, bequest, or devise for the general or specific purpose of the Corporation.



ARTICLE XI

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep

minutes of the proceedings of its members, Board of Directors, and committees having any of the

authority of the Board of Directors, and shall keep at the registered or principal office a record giving

the names and addresses of the members. All books and records of the Corporation may be inspected

by any member, or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June

in each year.

ARTICLE XIII

AMMENDMENTS TO BY-LAWS

Section 1. Power of Members: New By-Laws may be adopted or these By-Laws may be

repealed or amended by a two-thirds vote of the voting members present at a duly called meeting,

except as otherwise provided by law or by the Articles of Incorporation. As provided in the

California Non-Profit Corporation Law, it is the sole right of the membership to amend the By-Laws

to change the authorized number of Directors, or to change the definition of membership. The

required votes for these actions may be conducted at any general membership meeting. (as amended

2006) Section 2. Power of Directors: The Board of Directors present at any regular meeting or at

any special meeting may adopt, amend or repeal By-Laws by a two-thirds vote in any manner not

contradicting the rights specified in Section 1 and not in conflict with the California Non-Profit

Corporation Law. (as amended 2006)

END.

Signed copy of BY-LAWS held in Prometheus Symphony Orchestra Archives



INDEX to this BOOK and to the BY-LAWS

Admission see Concert admission; Members-admission, enrollment

Members–admission, enrollment, retention, seating

6, 7, 10, 12, 27-28

Advertisements in program 4, 13, 20 Members – compensation policy 5, 6 Auditions: see Members–admission; Concerto competition

Members – dues, contributions, grant solicitations

5, 6, 8, 10, 14

Board of Directors –compensation 3, 25 Members – For Members website page 5, 6, 8, 10 Board of Directors –duties, authority 2, 3, 11, 24, 29 Members – information, responsibilities 6, 10-11, 13, 14 Board of Directors – members, election 3, 11, 24, 25 Members – personnel list in program 9, 12 Board of Directors – meetings, minutes 4, 23, 24, 25, 27, 30 Members – profiles in program 9, 12, 20 Board of Directors – officers 3, 25, 26, 27 Members – “regular” “invited” “guest” 6, 8, 9 Budget – see Finances Members – roster 9, 10, 26 By-Laws 2, 3, 5, 7, 22-30 Members – voting, meetings 3, 6, 7, 23 Committees 3, 4, 6, 24 Merritt College 3, 5, 10, 12, 18 Compensation and honoraria 3, 5, 8, 15, 25 Minutes: see Board Meetings Concert admission, free policy 13 Music Director 3, 4, 5, 6, 7, 8, 9, 12,

15, 16, 17, 18, 19, 27 Concert dress 10 Music parts 6, 10 Concert production, Concessions 3, 5, 6, 10, 20-21 Music stands and lights 10 Concert program – preparation, content 3, 6, 9, 12, 20 Non-Profit status – 501(c)(3) 3, 4, 13, 22 Concert recordings 6, 15, 21 Officers of the Board 3, 25-27 Concerts and Season 5, 10, 19-20 Orchestra Committee 4, 6, 7, 27-28 Concerto Competition, Khuner 4, 5, 11, 15-17 Orchestra records, archives 2, 3, 4, 30 Concessions: see Concert production Outreach – see publicity Contributions and Acknowledgements 4, 12, 13-14, 28 Personnel, see Members - personnel list Director: see Music Director Players: see Members Donations: see Contributions Practices and Policies - definition 2 Dues: see Members – Dues President of the Board 3, 4, 26 Elections 3, 6, 7, 24 Production: see Concert Production Email addresses 3, 11, 14, 15,16 Programs: see Concert Programs Expenditures – see Finances Prometheus Symphony - history 3, 5, 13, 18-19, 22 Expense reimbursement 5 Publicity and Community Outreach 3, 5, 10, 11, 16, 20 Facebook 12 Quorum – meetings 4, 23, 25, 27 Fiscal Year 3, 4, 13, 29, 30 Recordings: see Concert Recordings Finances – Budget, Expenditures,

Income, Treasurer 3, 4, 5,6, 8,10, 13, 14, 15, 21, 24, 27, 29

Rehearsals and attendance 3, 5, 6, 10, 12

Grants 4, 12, 14 Roster: see Members - roster History: see Prometheus Symphony Secretary of the Board 4, 26 Income: see Finances; Members Dues;

Contributions; Ads; Grants Season Brochures

see also Concerts and Season 5, 12, 19

Incorporation of the Orchestra 3, 22 Section seating 6, 11 Insurance 3, 5 Stands – see Music Stands and Lights Khuner, see Concerto Competition Tax status 3, 4, 13, 14 Liability 3, 5, 29 Treasurer of the Board 3, 4,13,14,19,27, 29 Locations see Venues Venues/locations, concerts and rehearsals 3, 4, 5, 10, 12 Mailing lists 3, 11, 13, 15, 16 Website 2, 5, 6, 9, 10, 12, 14, 16 Meetings of Members and of Board 3, 4, 23, 25 Young Artists Concerto Competition

see Concerto Competition

Members of Orchestra 3, 6, 7, 8, 9, 10, 11, 12, 13, 19, 21, 22, 27-29

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