ARTICLE I

MEMBERSHIP

Section 1. Persons interested in the objectives of the Denver Lyric Opera Guild (Guild, DLOG), and in supporting opera, shall be eligible for membership upon payment of dues.

Section 2. The Denver Lyric Opera Guild does not discriminate in its membership or in any other aspect of the organization as to race, creed, color, ethnicity, religion, gender, age, national origin, disability, political persuasion, sexual orientation, or military status.

Section 3. Honorary memberships may be conferred by the board of directors to any individual it deems deserving of special recognition.  Honorary memberships shall be renewed annually and shall have none of the obligations of membership but shall be entitled to all the privileges, except those of voting and of holding elective office.  An honorary member, upon payment of dues, may also hold regular membership.

Section 4. Honorary life membership may be conferred by a three-fourth (3/4) vote at any meeting of the board of directors to a person it deems has rendered distinguished service or valuable assistance to Denver Lyric Opera Guild.  An honorary life member shall be entitled to all the privileges of membership but shall have none of the obligations.

Section 5. Voting members shall be defined as members whose dues are currently in force at the time of voting.

ARTICLE II

DUES

Section 1. Membership dues shall be set annually in January by the board of directors.

Section 2. The membership year shall be June 1 – May 31 with annual dues for the ensuing year payable on or before June 1. The membership chair shall notify all members when dues become payable.  Members whose dues are not paid by July 15 shall automatically be dropped from the membership rolls.

 Section 3.  Members who join between January 1 and March 31 will pay one half the annual dues amount.

 Section 4.  Members who join after April 1 will not pay their second year’s dues until June of the following year.

 Section 5.  The fiscal year shall commence June 1 and shall end May 31.

ARTICLE III

DONOR FUNDS

Gifts or donations accepted by Denver Lyric Opera Guild shall be administered in compliance with donor intent, if any.

ARTICLE IV

MEETINGS

Section 1. The annual meeting of the Guild shall be held in May for the purpose of electing officers and transacting such other business as may properly come before the meeting.

Section 2. Special meetings may be called by the president at any time or may be called upon the written request of twenty (20) voting members.

Section 3. Notification of time, place, and business which may properly come before these meetings must be distributed at least fourteen (14) days before the date of these meetings.

Section 4. Thirty (30) voting members of the Guild shall constitute a quorum.  There shall be no voting by proxy.

ARTICLE V

OFFICERS AND DUTIES

Section 1.  The elected officers of the Guild shall be president, first vice-president, competition vice-president, development vice-president, education vice-president, finance vice-president, membership vice-president, public relations vice-president, and recording secretary. These elected officers are authorized to sign contracts and shall perform the duties prescribed in these bylaws.

Section 2. The president shall preside at all meetings, appoint all special committee chairs with the exception of summer party chair, with approval by the executive committee at its first meeting following the annual meeting and all committees not provided for herein; be general executive officer; be authorized to sign checks; and be ex-officio member of all committees except the nominating committee.

Section 3. The first vice-president shall assist the president in the general administration of the guild, and in the absence of the president shall preside at board meetings and the annual membership meeting; shall be responsible for the summer party; and shall call the first meeting of the nominating committee after their election.  The first vice-president may become the nominee for president following the term(s) of the current president.

Section 4. The competition vice-president shall be responsible for the “Competition for Colorado Singers” and shall serve as chair of the competition committee.

Section 5. The development vice-president shall be responsible for obtaining grants and major donations to DLOG, and shall serve as chair of the development committee.

Section 6. The education vice-president shall be responsible for Opera on Tuesday and shall serve as chair of the education committee. 

Section 7. The finance vice-president shall serve as the finance committee chair.  The finance committee shall consist of a minimum of six and no more than nine members including the president, first vice-president, development vice-president, and immediate past chair of the finance committee.  Members of the committee not designated herein must be approved by the board. The finance committee shall oversee any investment advisors and managers and supervise the work of the paid bookkeeper who is responsible for writing checks, receiving income and for signing checks under $1,000.  The bookkeeper shall prepare a financial report to be sent to each board member prior to each board meeting that shows revenue and expenses plus an actual to budget statement of profit and loss.  The finance VP is authorized to sign checks and shall see to it that the corporation renewal forms, charitable solicitation act forms and all other government forms are filed.

Section 8. The membership vice-president shall be responsible for promoting membership in Denver Lyric Opera Guild, notifying members of payment of dues, having a membership directory updated online by September 1 each year, and serve as chair of the membership committee.

Section 9. The public relations vice-president shall serve as publicity officer for the organization, inform the news media of all important DLOG activities, handle any advertising, and serve as chair of the public relations committee.

Section 10. The recording secretary shall keep the minutes of the meetings and shall be in charge of the records of the Guild.  The recording secretary shall make special note of matters of policy passed by vote of the board and report same to the parliamentarian.

ARTICLE VI

APPOINTED POSITIONS

The president shall appoint, with the approval of the executive committee, the positions: corresponding secretary, parliamentarian, and photographer.

Section 1. The corresponding secretary shall supervise the distribution of notices required by these bylaws and shall attend to correspondence when requested.

Section 2. The parliamentarian shall advise the Guild on parliamentary matters and serve as the chair of a bylaws committee should one be formed to amend or revise the bylaws.  The parliamentarian shall ensure the bylaws, policies, and procedures are kept current.

Section 3. The photographer shall take pictures at Guild events and submit the pictures digitally to the communications chair.

ARTICLE VII

NOMINATING, ELECTION, TERM VACANCY

Section 1. The elected officers for the next administration must be an established member of DLOG, be elected at the annual meeting and assume office June 1.

Section 2. A nominating committee consisting of a minimum of three and no more than five members shall be elected at the September board of directors meeting.  The president-elect, who serves as an ex-officio member, shall call the first meeting of the nominating committee at which time the committee shall elect a chair.

Section 3. It shall be the duty of the nominating committee to present, at the annual meeting, the names of candidates for each elective office.  Nominations may be made from the floor provided written consent has been obtained from the nominee.

Section 4. Election shall be by ballot unless there is but one nominee when it may be by voice.  A majority shall elect.

Section 5. The president, vice presidents, and recording secretary shall be elected for a one- year term or until their successor is elected.  The office shall be declared vacant if an officer has three consecutive unexcused absences from board of directors meetings.

 Section 6. No officer shall hold more than one elected office at a time.  

 Section 7. In the event of a vacancy occurring in any office, including that of president, the board of directors shall appoint a successor for the unexpired term. 

ARTICLE VIII

EXECUTIVE COMMITTEE

Section 1. The executive committee shall be composed of the elected officers of the organization.

Section 2. The executive committee shall perform the duties prescribed by these bylaws, shall possess and exercise all powers of the board of directors between board meetings, and shall present all action for ratification of the board of directors at the next scheduled meeting.

Section 3. The executive committee shall meet upon the call of the president or at the request of any four members of the committee.

Section 4. The executive committee may meet by electronic means as long as all members can hear each other. 

Section 5. Five members of the executive committee shall constitute a quorum.

ARTICLE IX

BOARD OF DIRECTORS

Section 1. The elected officers, appointed positions, immediate past president, and the chairs of standing and special committees shall constitute the board of directors.  Each is entitled to a vote.

Section 2. The board of directors shall have general supervision of all of the affairs of the Guild and shall perform such other duties as specified in these bylaws, the policy manual and be guided by the procedures manual.

Section 3. Proposed expenditures of unbudgeted funds in excess of one hundred dollars ($100) shall be presented to the board for approval before such expenditures are made.

Section 4. Regular meetings of the board of directors shall be held at least six times during the term.

Section 5. The board of directors may meet by electronic means as long as all members can hear each other.

Section 6. Special meetings may be called by the president or upon the request of five members of the board.

Section 7. Seven (7), including at least three (3) elected officers, members of the board shall constitute a quorum.  There shall be no voting by proxy.

ARTICLE X

INDEMNIFICATION AND NONLIABILITY OF BOARD OF DIRECTORS

Section 1. To the fullest extent permitted by the Colorado Nonprofit Corporation Act, as the same now exists or may hereafter be amended, no member of the board of directors shall incur any personal liability for any act or omission including breach of fiduciary duty, made or committed while serving as a member of the board. 

Section 2. To the fullest extent permitted by the Colorado Nonprofit Corporation Act, as the same now exists or may hereafter be amended, Denver Lyric Opera Guild shall indemnify its officers, directors, and duly authorized agents against any liability incurred in any proceeding brought against them by reason of their acts, services, or status for or on behalf of the Guild.  Such indemnification shall include all legal fees, costs, and expenses reasonably incurred in defense of such a proceeding, but only if the Guild is first afforded the opportunity and declines to provide such a defense at its expense.

ARTICLE XI

COMMITTEES

Section 1. The standing committees of the Guild shall be competition, communications, development, education, finance, membership, nominating, public relations, and summer party.  Each committee shall be composed of the elected or appointed chair and a minimum of two members selected by the chair unless otherwise specified. Committee duties are detailed in the procedures manual.

Section 2. Except as otherwise provided for in these bylaws, the chairs of standing committees, shall be elected by the membership or appointed by the president with approval by the executive committee.

Section 3. Special committees shall be appointed by the president, except as otherwise indicated in these bylaws, as necessity arises.  These special committees shall function until the need for which each was created has ceased to exist.

Section 4. Committee member selection shall be the duty of each standing committee chair with emphasis on involving new members and those who have not previously held office.

Section 5. Committees may meet by electronic means as long as all members can hear each other. 

Section 6. No person shall hold more than one appointive position at a time.

ARTICLE XII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Guild in all cases to which they are applicable, and in which they are not inconsistent with these bylaws.

ARTICLE XIII

AMENDMENT

Section 1. These bylaws may be amended or revised at the annual meeting or at any special meeting of the Guild by a two-thirds vote provided written notice shall have been distributed to each member at least fourteen days in advance of the meeting.

Section 2. The secretary is authorized to correct article and section designations, punctuation, and cross-references, and to make such other technical and conforming changes as may be necessary to reflect the intent of the Guild in connection with amendment to the bylaws.

Last amended May 5, 2026.