ARTICLE 1 DEFINITIONS 1.1 Throughout these By-Laws, the following definitions and abbreviations shall apply: A. Orchestra Membership - All Full-Time and Per-Service Musicians and all Librarians under contract to the Columbus Symphony Orchestra, Inc. Individual Musicians and Librarians under contract shall be referred to as Member(s). B. Symphony - The Columbus Symphony Orchestra, Inc. C. CSOC - The Columbus Symphony Orchestra Committee. D. Local - The Central Ohio Federation of Musicians, Local # 103 AFM. E. AFM - The American Federation of Musicians of the United States and Canada. F. Master Agreement - The Master Agreement between the Symphony and the Local. G. Membership By-Laws - The Columbus Symphony Orchestra Membership By-Laws. ARTICLE 2 PURPOSE 2.1 The purpose of the Membership By-Laws is to set forth the guidelines and procedures used to govern the business of the Orchestra Membership. ARTICLE 3 DUTIES OF THE ORCHESTRA MEMBERSHIP 3.1 Subject to any applicable Labor Laws, the responsibility and privilege of attending Orchestra Membership meetings shall be extended to all Members who are members in good standing of the Local, members in good standing according to the Membership By-Laws, and who agree to abide by said By-Laws. 3.2 All decisions passed upon by a majority of the Orchestra Membership shall become binding upon each Member. 3.3 In matters pertaining to the general interest of the Orchestra Membership, each Member pledges to take no individual action except with the knowledge and approval of the CSOC, or the Orchestra Membership, so that the CSOC may effectively represent the Orchestra Membership as a unit. 3.4 Each Member pledges to make no comment on or off the record to the press or media regarding any collective bargaining issue and to refer all such requests for comment to the Local and the CSOC. ARTICLE 4 DUES AND ASSESSMENTS OF THE ORCHESTRA MEMBERSHIP 4.1 Annual Orchestra Membership dues of $10.00 and other assessments, which may be approved by the Orchestra Membership from time to time, shall be assessed to each Member. Payment of annual dues shall be made to the designated CSOC Treasurer by November 1 each year. Payment of other assessments shall be made by a date approved by the Orchestra Membership. 4.2 The pro rata share of annual Orchestra Membership dues of the International Conference of Symphony and Opera Musicians (ICSOM), as set forth in the ICSOM By-Laws, shall be assessed to each Member. Payment shall be made to the designated CSOC Treasurer by November 1, each year. 4.3 Members who are under contract as Appointments shall be exempt from paying the dues and other assessments specified in Articles 4.1 and 4.2 unless they are on leave from another permanent position in the orchestra. 4.4 Failure to pay the dues and other assessments specified in Articles 4.1 and 4.2 shall result in a Member being deemed not in good standing under the Membership By-Laws, and subject to any applicable Labor Laws, denied admittance to Orchestra Membership meetings, denied the right to vote or serve in any elected position, and denied any privileges of ICSOM membership. Upon payment of the assessed dues and other assessments, all of the above referenced rights and privileges shall be immediately reinstated. ARTICLE 5 ORCHESTRA MEMBERSHIP MEETINGS 5.1 Unless otherwise stated in the Membership By-Laws, meetings shall be conducted in accordance with accepted parliamentary procedure as set forth in Robert's Rules of Order, revised. In the event of a disagreement between a Member(s) and the CSOC regarding the proper interpretation and application of said procedure, the Orchestra Membership may vote to postpone any further action on any matter under discussion until the CSOC can consult with an authority on said procedure and report the findings to the Orchestra Membership. 5.2 Meetings may be called by a CSOC member as deemed necessary. Whenever possible, twenty four (24) hours notice shall be given. 5.3 A special meeting must be called at the written request of any six (6) Members. 5.4 Non-members shall not be present at any Orchestra Membership meeting, except as may be required by law or by the consent or invitation of a majority of the CSOC. ARTICLE 6 VOTING PROCEDURE 6.1 Nominations, elections, and votes shall not be called without a quorum. Unless otherwise stated in the Membership By-Laws, a quorum consists of twenty-five percent (25%) of all Members, excluding CSOC members and proxies. Elections shall occur no earlier than one (1) day after nominations. To ensure maximum participation, all elections and votes shall be taken at services, whenever possible, as determined by the CSOC. 6.2 Subject to any applicable Labor Laws, all Members who are members in good standing of the Local and members in good standing according to the Membership By-Laws, shall be eligible to vote, except Appointments who are not on leave from another permanent position in the orchestra, those who have submitted their resignation, and those who have been placed on notice of non-renewal or dismissal effective at the end of the current season. Such Members shall not vote on business unless it concerns them directly, but may participate in any discussion. 6.3 All decisions shall be taken by a simple majority vote of those voting plus proxies, except as otherwise stated in the Master Agreement and/or Membership By-Laws. 6.4 Any Member who qualifies to vote in accordance with Article 6.2 may vote by proxy. A proxy naming the Member who will exercise it may be sent via email to that Member, or given in writing to that Member, who shall then file it with a designated CSOC member at the time the vote is taken. 6.5 All votes for ratification of Master Agreements, Membership By-laws and Amendments, CSOC proposals, and Symphony proposals shall be taken by secret ballot. Decisions on recording requests by private parties for archival/study purposes may be taken by voice vote. The ratification of Membership By-Laws and Amendments shall be governed by Article 18 of the Membership By-Laws. 6.6 All votes for membership and recall of the following groups and positions shall be taken by secret ballot: CSOC, ICSOM Delegate, Peer Review Committee, Symphony Search Committees, Board Committees, and Artistic Advisory Committee. In the event that only one candidate is nominated for any vacancy, the candidate(s) so nominated shall be declared elected, by acclamation, and no secret ballot election shall occur. The election of the Peer Review Committee shall be held in accordance with Article 12 of the Membership By-Laws. 6.7 Ballots shall not be accepted after the counting of said ballots has begun. Illegible ballots or incorrectly marked ballots, shall be void. 6.8 Except for the Peer Review Committee, which is governed by Article 12 of the Membership By-Laws, any vacancy occurring after the designated election or recall of any of the groups or positions listed in Article 6.6, shall be filled by calling for new nominations and an election. Members elected to fill such vacancies shall complete only the remainder of the originally elected Member's term. 6.9 With the exception of recording requests made by private parties for archival/study purposes and emergency situations, any proposal from the Symphony or the CSOC requiring a vote, or decision by the Members, shall be presented and fully discussed at least one (1) day prior to the service at which secret ballots are collected. ARTICLE 7 CSOC FUNCTION AND ELIGIBILITY 7.1 The CSOC shall function in accordance with all applicable sections of the Master Agreement and the Membership By-Laws. 7.2 Eligible Members shall be members in good standing of the Local and members in good standing according to the Membership By-Laws who have non-probationary status and who have served a minimum of two (2) consecutive seasons. 7.3 No Member who holds a management oriented position or who is related to a member of the management, nor any Member on notice of non-renewal shall be considered eligible for election to the CSOC. Librarians shall not be considered management oriented positions. ARTICLE 8 ELECTION AND RECALL OF THE CSOC 8.1 The CSOC shall consist of five (5) members elected for a period of two (2) years. Two (2) members shall be elected in even years and three (3) members shall be elected in odd years. 8.2 Nomination and election of CSOC members shall take place by November 1 each year. 8.3 A CSOC member may be recalled from office at any time by a two-thirds majority vote of the Orchestra Membership. The recall vote shall be initiated by a petition signed by at least twenty-five percent (25%) of the Members in good standing and presented to the CSOC. Any vacancy occurring as the result of a recall vote shall be filled in accordance with Article 6.8 of the Membership By-Laws. ARTICLE 9 DUTIES OF THE CSOC 9.1 The CSOC shall represent and speak for the Orchestra Membership. The CSOC shall have the right to discuss with the Symphony, its representative, and/or the Music Director all matters whether or not covered in the Master Agreement. 9.2 At least three (3) CSOC members are required to represent the CSOC officially. No CSOC member alone may officially represent the CSOC or the Orchestra Membership. 9.3 The CSOC shall carry out those policies which have been approved by the Orchestra Membership and shall consult the Orchestra Membership before acting on any important matter. In the absence of a quorum at Orchestra Membership meetings, the CSOC shall be empowered and it shall be their duty to advance the best interests and administer the affairs of the Orchestra Membership. 9.4 The CSOC shall at no time veto a decision by the Orchestra Membership. The Orchestra Membership shall have the right to make final decisions. 9.5 The CSOC shall have the right to participate with the Local in negotiations of Master Agreements with the Symphony in accordance with Article 1.02 of the Master Agreement. If the CSOC chooses not to participate, a separate negotiating committee shall be selected by the Orchestra Membership using the applicable procedures set forth in the Membership By-Laws. 9.6 The CSOC shall establish any sub-committees it deems necessary or desirable to carry out the business of the Orchestra Membership. Periodic reports shall be made to the Orchestra Membership on the activities of the CSOC and any sub-committees. 9.7 Subject to all provisions in Article 12.02 of the Master Agreement, the CSOC shall appoint audition committees in consultation with the Music Director and in consultation with the Audition Committee Chair, who shall be the Principal of the section in which the vacancy occurs, or in the event the vacancy is a Principal position, the next ranking titled member of the section, or if no other titled member exists in the section, the most senior (by years of service) section member, or the Principal of a related section. 9.8 Each year the CSOC shall elect its own officers. 9.9 The CSOC may receive complaints of one Member against another, and shall endeavor to settle such complaints. 9.10 Symphony proposals regarding matters which are governed by Local or AFM By-Laws shall be referred to the Local or the AFM by the CSOC. 9.11 The CSOC shall meet with the ICSOM Delegate at least twice per season and shall keep the ICSOM Delegate informed of any matters which may relate to, or potentially affect other ICSOM member orchestras. ARTICLE 10 DUTIES OF CSOC MEMBERS 10.1 A CSOC member shall serve as Chair and shall be responsible for coordinating the activities of the CSOC and the Orchestra Membership. The Chair shall preside at all Orchestra Membership meetings and shall fulfill any duties and/or obligations as set forth in the Master Agreement and the Membership By-Laws. 10.2 A CSOC member shall serve as Secretary and shall keep records of all meetings. Correspondence and written communications shall be kept on file. 10.3 A CSOC member, or any other Member elected by the CSOC, shall serve as Treasurer. The Treasurer shall be responsible for all funds, and maintain proper records thereof, which shall be open to inspection by the Orchestra Membership and which may be subject to audit. The Treasurer shall make an annual report to the Orchestra Membership. The Treasurer shall deposit all Orchestra Membership dues into an Operating Fund. Any unreimbursed expenditure over $200.00 from the Operating Fund must be approved by the Orchestra Membership. The Treasurer shall also maintain an Emergency Fund. All investment decisions regarding the Emergency fund and all expenditures from the Emergency Fund must be approved by the Orchestra Membership. 10.4 A CSOC member shall supervise the preparation and counting of all ballots. The counting of all ballots with the exception of the Peer Review Committee ballots shall be done by three (3) CSOC members whenever possible. General results shall be announced to the Orchestra Membership as soon as possible but all numerical results shall be kept confidential by the CSOC and the Local. All ballots and tallies shall be kept on file and shall be open to inspection by any Member who pledges in writing to the CSOC to keep all numerical results confidential. Peer Review Committee ballots and tallies shall be kept confidential in accordance with Article 12 of the Membership By-Laws. ARTICLE 11 CSOC MEETINGS 11.1 The CSOC shall meet at least twice per season and additional meetings may be called at the request of any CSOC member. 11.2 All CSOC members shall be notified of all meetings. 11.3 Meeting times shall be agreeable to all CSOC members. 11.4 Non-members of the CSOC shall not be present at CSOC meetings except by invitation of a majority of the CSOC. ARTICLE 12 PEER REVIEW COMMITTEE 12.1 The Peer Review Committee shall be elected and shall function in accordance with Articles 13 and 14 of the Master Agreement. 12.2 In addition to the eligibility requirements set forth in Article 13 of the Master Agreement, Members eligible to serve on this committee shall be members in good standing of the Local and members in good standing according to the Membership By-Laws who have non-probationary status. All Members meeting these requirements shall be automatically nominated to serve on this committee. 12.3 A CSOC member shall supervise the preparation and collection of all Peer Review Committee ballots and shall seal all ballots after collection. 12.4 The counting of Peer Review Committee ballots shall be done by an independent accounting firm hired by the Local. The Local shall verify the accuracy of the tally and shall keep the results confidential until such time as the Peer Review Committee may be activated in accordance with Article 14 of the Master Agreement. 12.5 Prior to activation, the Local and the CSOC shall review the results to ensure that all members are in good standing in accordance with the Membership By-Laws. A substitute member(s) shall be elected to replace any member(s) deemed not in good standing. There shall be no recall of Peer Review Committee members once activated. ARTICLE 13 ICSOM DELEGATE 13.1 The Orchestra Membership shall elect one (1) Member to serve as the ICSOM delegate for a term of two (2) years. The nomination and election of the ICSOM delegate shall take place by November 1 in even years. 13.2 Eligible Members shall meet all of the requirements set forth in Article 7.2 of the Membership By-Laws. 13.3 The ICSOM delegate shall attend all conferences, distribute and handle all conductor surveys, distribute all publications, post all bulletins, and function further as set forth in the ICSOM By-Laws. The delegate shall also make periodic reports to the Orchestra Membership and shall receive input from any Member on any matter being discussed by ICSOM. 13.4 The ICSOM delegate may be recalled from office at any time using the procedure set forth in Article 8.3 of the Membership By-Laws. ARTICLE 14 ARTISTIC ADVISORY COMMITTEE 14.1 The Orchestra Membership shall elect four (4) Members to serve on the Artistic Advisory Committee for staggered terms of two (2) years each. 14.2 The four (4) vacancies shall be filled by two (2) string players and two (2) non-string players which shall include Librarians. 14.3 Eligible Members shall meet all of the requirements set forth in Article 7.2 of the Membership By-Laws. 14.4 The nomination and election of one (1) string player and one (1) non-string player to the Artistic Advisory Committee shall take place by November 1 each year. 14.5 The Artistic Advisory Committee shall function in accordance with Article 1.09 of the Master Agreement. Musician/Librarian members of this committee shall make periodic reports to the Orchestra Membership and shall receive input from any Member on any matter being discussed by this committee. 14.6 Any member of the Artistic Advisory Committee may be recalled from office at any time using the procedure set forth in Article 8.3 of the Membership By-Laws. ARTICLE 15 BOARD COMMITTEES 15.1 Eligible Members meeting the requirements set forth in Article 7.2 of the Membership By-Laws, may serve on Board Committees in accordance with Article 1.07 of the Master Agreement. 15.2 The Orchestra Membership shall elect eligible Members to serve on Board Committees. Members so elected shall serve a term of two (2) years beginning and ending on November 1. The nomination and election for these positions shall take place by November 1 in even years. 15.3 Any musician/librarian member of a Board Committee may be recalled from office at any time using the procedure set forth in Article 8.3 of the Membership By-Laws. 15.4 Musician/Librarian members of these committees shall make periodic reports to the Orchestra Membership and shall receive input from any Member on any matter being discussed by these committees. ARTICLE 16 SYMPHONY SEARCH COMMITTEES 16.1 In accordance with Article 1.08 of the Master Agreement, the Orchestra Membership may elect Members to serve on Symphony Search Committees. 16.2 Eligible Members shall meet all of the requirements set forth in Article 7.2 of the Membership By-Laws. 16.3 Symphony Search Committees shall function as directed by the Symphony. Musician/Librarian members of this committee shall make periodic reports to the Orchestra Membership and shall receive input from any Member. 16.4 Any musician/librarian member of a Symphony Search Committee may be recalled from office at any time using the procedure set forth in Article 8.3 of the Membership By-Laws. ARTICLE 17 AMENDMENTS 17.1 The CSOC or any other Member meeting all of the eligibility requirements set forth in Article 7.2 of the Membership By-Laws, may present in writing to the CSOC Chair a resolution to ratify or amend the Membership By-Laws. 17.2 Within fourteen (14) days of receiving the resolution, the CSOC Chair shall convene a meeting of the CSOC to consider the merits of the resolution and to make a recommendation to the Orchestra Membership. The resolution along with the CSOC recommendation shall be announced and/or posted no later than seven (7) days after the CSOC meeting. 17.3 An Orchestra Membership meeting shall be held to discuss the resolution along with the CSOC recommendation no earlier than one (1) day and no later than thirty (30) days after the resolution and recommendation are announced and/or posted. 17.4 Approval of any resolution shall require a two-thirds majority vote of the Members voting. The Quorum for this vote shall consist of at least fifty percent (50 %) of all Members, excluding CSOC members and proxies. To ensure maximum participation, all votes shall be taken at services no earlier than one (1) day and no later than thirty (30) days after the resolution is discussed by the Orchestra Membership. 17.5 A resolution approved shall become effective immediately unless provided otherwise in the resolution.