Special Meeting Notice to the
Members of Chamber Music Tulsa
Tuesday, June 11, 2019 – 5:00 p.m.
Tulsa Area United Way
1430 S Boulder Ave, Tulsa, OK 74119
Purpose: To hold a vote of the Members on whether to approve the proposed Articles of Incorporation, located at the link below.
Voting Members
Individuals attending the meeting will be asked to check their names against a current membership list maintained by the corporation as of the date of meeting notice. If a person purporting to be a member is not on the list, he/she will be required to verify membership, by evidencing a subscription or gift in accordance with the corporation’s bylaws description of member. The current bylaws may be found on ChamberMusicTulsa.org
Proxy Voting
Proxy voting will be permitted at the meeting in accordance with Oklahoma nonstock corporation law (Title 18, Sections 1057, 1060, Oklahoma Statutes). Persons giving proxies and those holding such proxies must qualify as members. At a minimum the following shall constitute a valid means by which a member may grant a proxy authority to another member: The member must sign the proxy, although a copy of a properly signed proxy will suffice. An approved proxy voting form is attached for your convenience.
A signed and scanned copy of a proxy document may be submitted by electronic means including e-mail to manager@chambermusictulsa.org. In doing so, a proxy vote so submitted constitutes a written paper and the signature so submitted shall be deemed an original.
NOTE: All proxy vote documentation must be received in the Chamber Music Tulsa office by 5:00pm on June 10th to be validated and tallied.
It shall be the duty of a person appointed by the corporation to determine the validity of any proxy and to specify the information upon which such determination was made. Proxies shall be subject to an inspector’s compliance review before approval.
For any questions, please contact Chamber Music Tulsa at executivedirector@chambermusictulsa.org or 918-587-3802.
Sincerely,
Ryan Doolin, Secretary
Chamber Music Tulsa
Dear Members of Chamber Music Tulsa,
The Board of Directors, with the advice of legal counsel, recommends revisions to CMT’s Articles of Incorporation and has scheduled a Special Meeting of Members for June 11, 2019 at 5 p.m. at the Tulsa Area United Way to vote on the proposed changes. You are a Member as defined by the Bylaws and are eligible to vote.
The most salient change for Members is the addition of Article IX:
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Article IX clarifies that CMT is governed exclusively by and under the authority of its Board of Directors. This means that Members will no longer bear any responsibility for the legal governance structure of CMT, and will no longer be voting Members as defined in the Bylaws.
The other proposed changes are intended to modernize the structure of the Articles to be consistent with current IRS guidance, and to update some details:
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Update the address of record for the organization (Article II)
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Restate the purpose of the organization (Article IV) to be clear that CMT meets the most recent IRS standards as a non-profit, charitable and educational organization.
What does this mean for me, as a subscriber or donor?
With approval of these changes, CMT subscribers and donors will still be Members of the organization. However, they will not be voting Members, according to governance structure. This means they will no longer have any responsibility to elect the Board of Directors, and they will bear no legal liability related to running the organization. Members will continue to be valuable patrons and appreciated for their loyalty to CMT. Member benefits include an annual celebration, early-renewal privileges, behind-the-scenes information, invitations to members-only social events, as well as opportunities to serve as volunteers on committees of interest.
What does this mean for CMT?
We believe that these changes should be approved because they reflect CMT’s growth from a small, private club supported entirely by the members into a professional arts organization with a significant cultural and educational impact on the larger community.
We value our community of subscribers and patrons and appreciate your continuing support. We hope you will join us by voting in favor of the proposed changes to the Articles of Incorporation. We are confident that the proposed changes will enhance our ability to have the same level of excellence in our operations that we enjoy in our concerts.
Please mark your calendars for the Special Meeting of Members on June 11th. If you cannot attend to vote in person, please submit the enclosed proxy form. All proxy forms must be received at the CMT office by 5:00pm on June 10th so they can be validated and tallied.
Sincerely,
Claire Farr
President, Board of Directors
Cherie Hughes
Past President, Chair of Governance Committee