A practical guide to how the Board of Directors advances Zephyr Symphony’s mission and long-term vision.
Zephyr Symphony
Zephyr Chorus
Vox Humana SF
Don Scott Carpenter Founding Music Director Conductor
Margaret Elam Executive Director
Gail Hernández Rosa Concertmaster
BOARD OF DIRECTORS
Corby York, President Apple Inc.
Elizabeth Phipps, Secretary City of Pacifica (rt)
Dan Anderson CBIZ
Don Scott Carpenter (ex-officio) Zephyr Symphony
Margaret Elam (ex-officio) Zephyr Symphony
Gail D. Hemenway City & County of San Francisco (rt)
Judith J. Murio Community Arts Administrator
Mark E. Osten
Napa Valley Community College (rt) Santa Rosa Junior College (rt)
ADVISORY COUNCIL
Catherine Cook Mezzo-soprano
San Francisco Conservatory of Music
Adam Luftman
San Francisco Ballet
San Francisco Conservatory of Music
San Francisco Opera
Robert Ripps
Performing Arts Board Consultant
ZEPHYR SYMPHONY INC. 324 Tara Street, San Francisco, CA 94112
ZephyrSymphony.org
Zephyr Symphony is a forward-looking orchestral organization rooted in the San Francisco Bay Area, dedicated to presenting vibrant performances, bold collaborations, and accessible musical experiences that serve our whole community. We pair beloved masterworks with living voices—commissioning and championing composers of today—so that tradition and innovation can meet on the same stage. Beyond the concert hall, we cultivate the next generation of artists and audiences through learning opportunities, open rehearsals, and welcoming public events. With a focus on thoughtful venues, community partnerships, and donor support, we keep ticket prices approachable while investing responsibly in artistic excellence.
We’re assembling a dynamic cohort of board members to help shape Zephyr’s next chapter—governance, strategy, sustainability, and impact. As a board leader, you’ll steward our mission and financial health, open doors to new supporters and partners, and serve as an ambassador for an orchestra that reflects and uplifts the Bay Area’s diversity. If you’re energized by building something enduring—an organization where artistic ambition and community belonging go hand in hand—we’d be honored to speak with you.
With gratitude,
Don Scott Carpenter Founding Music Director
Our Values
Empowerment — We create pathways for artists, audiences, and partners to shape their own musical journeys. Through educational touch-points and transparent communication, we equip people to participate fully and confidently.
Diversity — The Bay Area’s many cultures, languages, and identities are the engine of our sound. We program, hire, and partner so our stage and leadership reflect the community we serve, and we honor difference as a creative strength.
Leadership — We cultivate leaders at every level—on stage, on the board, and in the community—who model integrity, curiosity, and service. We invest in mentorship and clear pathways for growth.
Connection — Music thrives in relationship. We build networks among musicians, audiences, schools, cultural groups, and civic partners, knowing that strong ties amplify impact and belonging.
Ensemble Support — Great music is a team sport. We practice peer care: listening, mentoring, and showing up for one another to ensure healthy, collaborative rehearsal rooms and workplaces.
Renewal — Creativity needs breath. We design seasons and work practices that support well-being, sustainable careers, and the cycles of growth and rest that keep artistry vivid.
Advocacy — We use our platform to champion the arts as a public good. We amplify voices and stories that deserve to be heard and stand for equitable access to culture across the Bay Area.
Access & Inclusion Education
What We Do & Why It Matters
Collaboration
Accountability Joy Community Artistic Excellence
Mission We connect community through orchestral performance and education that are artistically excellent, accessible, and community‑centered.
Vision We see a Bay Area where orchestral music is a shared civic resource—welcoming, relevant, and sustainably supported.
Our Model Professional artists; curated seasons; partnerships with schools and community venues; strategic commissioning; and artist development.
Recent Highlights
o Release of “MOZART” on digital platforms and YouTube featuring Mozart’s Symphony No. 41 “Jupiter” and Exsultate, jubilate.
Upcoming Hightlights
o Handel’s Messiah
o Mendelssohn’s Elijah
o Vox Humana SF’s “In Praise & Protest”
o Spring featuring Brahms, Mozart, and Vivaldi
Our Impact
Artistic
Thoughtful programming that bridges eras and perspectives; guest artists
Community
Accessible pricing; neighborhood partnerships; performances in multiple communities.
Education & Workforce
Mentorship pathways and fair pay targets aligned with sector norms.
Sustainability
Building diversified revenue—tickets, annual fund, sponsorships, and institutional support.
Three‑Year Goals
1. Audience reach of 3,000+ across concerts and programs.
2. Annual fund at $250k+ with 60% donor retention year-over-year.
3. At least one commission or Bay Area premiere per season.
4. Scholarship/Access Fund underwriting 500+ community tickets.
Governance at a Glance
Legal Structure: Independent California nonprofit public benefit corporation; pursuing and maintaining 501(c)(3) federal tax-exempt status.
• Terms: 3-year terms, renewable once and then a one year mandatory hiatus.
• Meetings: Quarterly (4×/year) unless otherwise stated, plus one annual retreat; committees meet as needed.
• Officers: President, Vice President (optional), Treasurer, Secretary.
Insurance: Directors & Officers (D&O) and Liability Insurance maintained.
Conflict of Interest: Annual disclosure required; recusal when appropriate.
The Board’s Role
Strategy, oversight, fiscal stewardship, and resource development. Day‑to‑day operations are led by staff and contractors under the Music Director/Executive leadership.
Board Member Responsibilities
EXPECTATIONS OF THE BOARD AS A WHOLE
As the highest leadership body of the organization and to satisfy its fiduciary duties, the board is responsible for:
• Determining the mission and purposes of the organization
• Selecting and evaluating the performance of the Executive Director
• Strategic and organizational planning
• Ensuring strong fiduciary oversight and financial management
• Fundraising and resource development
• Approving and monitoring ZEPHYR SYMPHONY’s programs and services
• Enhancing ZEPHYR SYMPHONY’s public image
• Annually assessing its own performance as the governing body of ZEPHYR SYMPHONY INC.
EXPECTATIONS OF INDIVIDUAL BOARD MEMBERS
• Each individual board member is expected to know the ZEPHYR SYMPHONY’s, policies, programs, and needs
• Faithfully read and understand the organization’s financial statements
• Serve as active advocates and ambassadors for the organization and fully engage in identifying and securing the financial resources and partnerships necessary for ZEPHYR SYMPHONY’s to advance its mission
• Leverage connections, networks, and resources to develop collective action to fully achieve ZEPHYR SYMPHONY’s goals
• Help identify personal connections that can benefit the organization’s fundraising and reputational stand ing, and can influence public policy
• Prepare for, attend, and conscientiously participate in board meetings; and must attend a minimum of two board meetings per year
• Participate fully in one or more committees
BOARD MEMBERS ARE ALSO EXPECTED TO
• Follow the organization’s bylaws, policies, and board resolutions
• Sign an annual conflict of interest disclosure and update it during the year if necessary, as well as disclose potential conflicts before meetings and actual conflicts during meetings
• Maintain confidentiality about all internal matters of ZEPHYR SYMPHONY INC.
Time & Participation (typical) 5–7 hours/month
Give / Get — Models for the Board
We believe great boards balance capacity, connectivity, and commitment. To welcome leaders from varied backgrounds, we offer multiple paths to fulfill annual support expectations:
Option A: Traditional Give/Get
Personal annual gift target (e.g., $2,500 or more).
PLUS introductions and/or sponsorships totaling $5,000–$15,000.
Option B: Collective Leadership
Join the board’s shared goal (e.g., $75,000 board total).
Each member contributes at a personally meaningful level and participates in cultivation, sponsorship, or grant connections to reach the collective target.
Option C: Capacity + Expertise Hybrid
Lower personal gift (e.g., $1,000+), and a defined leadership contribution (e.g., pro‑bono services, underwriting specific project costs, or securing in‑kind support valued at $5,000+).
Final targets are approved annually by the board in consultation with staff leadership to match the season plans.
Board Composition & Recruitment Priorities
We are building a diverse, high‑performing board with strengths in: Finance & Audit, Development/Fundraising, Marketing & Audience, Legal/Compliance, Education/Community Engagement, Technology & Data, DEI/Accessibility, Facilities/ Venues, Artist Relations/Creative Industries, and Corporate & Philanthropic Networks. We welcome candidates across ages, identities, and lived experiences; multilingual capacity and community ties across the Bay Area are highly valued.
Working Culture & EDI Commitments
Inclusion Diverse repertoire, artists, and storytelling; audience‑first communications. Equity Transparent policies; fair artistic compensation targets; scholarships. Belonging Respectful conduct; zero tolerance for harassment; trauma‑informed and family‑friendly practices where feasible.
December — Approve next FY budget, audit engagement, and calendar.
The Case for Support
Art you can feel: Canon and new music in dialogue; relevant storytelling.
Community woven in: Partnerships bring music where people gather.
Responsible growth: Clear budgets, right‑sized seasons, and diversified revenue.
Local pride: A Bay Area ensemble reflecting the Bay Area’s voices.
FAQs
How is Zephyr funded?
A mix of individual gifts, sponsorships, grants, and ticket revenues. Founding board leadership is essential in unlocking early-stage support.
Is prior arts board experience required?
No—mission‑driven leaders from all sectors are welcome. We provide onboarding.
What if I can’t meet the suggested personal gift?
We’ll align on a meaningful contribution and a plan to help with introductions, sponsorships, grants, or in-kind support.
May artists serve on the board?
Yes, with appropriate conflict‑of‑interest management and recusal as needed.
Candidate Profile — What Helps You Thrive Here
Builder mindset; comfort with startup‑to‑scale dynamics. Collaborative, generous networker; enthusiastic advocate. Respect for artistic process and audience experience. Committed to equity, transparency, and accountability.
Next Steps & Timeline
Conversation — 30-minute intro with board leadership. Application — short form + résumé/CV.
Meet & Greet — attend a rehearsal or event; Q&A with staff/board. (optional) Nomination — Governance Committee review and recommendation. Election — Board vote; onboarding and buddy assignment.
Board Member Agreement
(What you will be asked to commit as a member.)
I agree to:
Uphold Zephyr’s mission, values, and policies.
Attend meetings, serve on a committee, and act as an ambassador.
Contribute a personally meaningful annual gift of $____ by ____.
Support fundraising via introductions, cultivation, and stewardship. Disclose conflicts, maintain confidentiality, and abide by the code of conduct.
The Organization agrees to:
Provide timely information, clear budgets, and measurable goals. Offer meaningful opportunities to engage with artists and audiences. Recognize and support board members in their volunteer leadership.
Code of Conduct (Summary)
Foster a respectful, inclusive, and harassment-free environment. Act in the best interest of Zephyr; avoid conflicts; maintain confidentiality. Uphold equity, access, and safety standards at all events and meetings. Violations may result in corrective action, including removal by board vote.
Conflict of Interest Disclosure (Annual)
List any relationships, transactions, or roles that could present a conflict. Agree to disclose new potential conflicts promptly and recuse when needed.
Your Superpowers (choose 2–3 to consider)
__ Fundraising & Philanthropy
__ Corporate Partnerships/Sponsorships
__ Finance/Accounting/Audit
__ Legal/Compliance/Governance
__ Marketing/Brand/PR/Digital
__ Community Partnerships/Education
__ Technology/Data/CRM
__ Venue/Production/Operations
__ Artist & Creative Industry Networks
__ Other: _______________
Appendix
On the following pages, please find:
By-laws
Organizational Chart
Development Plan
Marketing Plan
A digital application submission may be found at ZephyrSymphony.org/board 2025-2026 Season Overview
BY-LAWS
ARTICLE 1. MISSION
At Zephyr Symphony, we are dedicated to enriching the cultural life of our community through the transformative power of music. Rooted in artistic excellence and inspired by a deep sense of connection, we bring together musicians and audiences to experience the beauty of orchestral and choral works.
Our mission is to create performances that uplift, inspire, and foster a sense of belonging, while preserving and advancing the rich traditions of classical music. Through collaboration, education, and outreach, we seek to make great music accessible to all, nurturing a love and understanding of the arts and a shared experience of beauty and meaning.
ARTICLE 2. NAME
The name of this corporation is Zephyr Symphony, Inc.
ARTICLE 3. OFFICES
The principal office of the corporation for the transaction of its business is located in the City and County of San Francisco, California, and may be changed within the State of California by decision of the Board of Directors. Zephyr Symphony shall continuously maintain within the State of California a registered office at such place as may be designated by the Board of Directors.
The corporation may also have offices at such other places within the State of California where it is qualified to do business, as its purpose may require and as the Board of Directors may, from time to time, designate.
ARTICLE 4. MEMBERS
The corporation shall have no members except pursuant to Section 9603 of the Corporations Code of the State of California for the purpose of any statutory provision or rule of law relating to nonprofit corporations. The persons constituting its Board of Directors shall be considered the members of the corporation and shall exercise all the rights and powers of members thereof.
ARTICLE 5. DIRECTORS
Section1. Number
The Board of Directors shall not have less than five persons and not more than twenty one persons. The number may be changed by amendment to these Bylaws. No decrease shall shorten the term of any incumbent Director. No more than forty nine percent (49%) of the directors shall be interested parties of the corporation.
Section 2. Powers
The Directors shall exercise the powers of the corporation, control its property, and conduct its affairs, except as otherwise provided by law.
Section 3. Duties
It shall be the duty of the Directors to:
Perform all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly. Meet at such times and places as required by these Bylaws.
Register their email addresses with the Secretary of the corporation, and notices of meetings emailed to them at such addresses shall be valid notices thereof.
Section 4. Election and terms of office
Each Director shall hold office for three years or, in the event that the Director is appointed to complete the term of a vacancy, until the expiration of that term. Each Director may serve two consecutive 3-year terms and then must take at least one year off. Any Board member may serve unlimited terms. Directors shall be elected by majority of the members of the Board of Directors in the first and middle meeting of each calendar year. Terms of office for Directors shall be staggered.
Section 5. Compensation
Directors shall serve without compensation unless affirmed elsewhere in the by laws.
Section 6. Place of meeting move details to Rules.
Meetings shall be held by video conference call or at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California, which has been designated from time to time by resolution of the Board of Directors. In the absence of such a designation, meetings shall be held at the principal office of the corporation, provided that any such meeting held elsewhere shall be valid if held on the written consent of all Directors given, either before or after the meeting and filed with the Secretary of the corporation.
Section 7. Regular and annual meetings
Regular meetings of the Board of Directors shall be held quarterly or as determined by the board. There shall be an annual meeting of the Board of Directors held in June. At this meeting the current Board of Directors shall elect new or continuing Directors to the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director shall cast one vote per opening. The annual meeting may be combined with a regular meeting at the discretion of the Board. The first annual meeting after the ratification of these Bylaws shall take place one (1) month after the ratification takes place.
Section 8. Special meetings
Special meetings of the Board of Directors may be called by the President, if they are absent or are unable or refuse to act, by the Vice President, or by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such a designation, at the principal office of the corporation.
Section 9. Notice of meetings
The Secretary of the corporation, or other person designated by the President, shall deliver notice of the time and place of meetings of the Board of Directors to each Director by email within three (3) days prior to the day of the meeting, except that notice of all regular meetings of Directors, except for the annual regular meeting of Directors held for the election of Directors, is hereby dispensed with and except as otherwise provided in these Bylaws or under law. The notice shall be deemed to be delivered on its deposit into the electronic medium. Such notice shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice of the time and place of holding of an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting and the general nature of the business to be transacted.
Section 10. Waiver of notice and consent to holding meetings
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof.
All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 11. Quorum
A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the President shall entertain at such a meeting is a motion to adjourn. However, a majority of the Directors present at such a meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such a meeting, other than by announcement at the meetings at which the adjournment is taken. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting.
Section 12. Majority action as Board action
Except for the hiring or termination of the Chief Executive Officer and or the Music Director which needs 2/3 of the Board in the majority or the minority to make a ruling, every other act or decision done or made by a majority (half plus one) of the Directors present at a meeting duly held at which a quorum is present is an act of the Board of Directors, unless the law, the Articles of Incorporation or this corporation, or these Bylaws require a greater number.
Section
13.
Conduct of meetings
Meetings of the Board of Directors shall be presided over by the President of the Board or, in their absence, by the Vice President of the Board or, in the absence of both, by a person chosen by a majority of the Directors present at the meeting.
The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that in his, her, or their absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Roberts' Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with law.
Section 14. Action by unanimous written consent without meeting
Any action by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which related to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and the Articles of Incorporation and Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
Section 15. Vacancies
Vacancies on the Board of Directors shall exist on the death or resignation of any Director; and whenever the number of authorized directors is increased. The Board of Directors may declare vacant the office of a Director if he or she is declared of unsound mind by an order of court; or if within sixty (60) days after notice of his or her election to fill a vacancy he or she does not accept the office either in writing or by attending a meeting of the Board of Directors; or if the director is absent from three consecutive meetings without providing advance notice of such absence.
Vacancies caused by the death or resignation of a Director, or by an amendment of the Articles of Incorporation or of these Bylaws increasing the number of authorized Directors shall be filled by a majority of the remaining directors. A person elected to fill a vacancy as provided in this section shall hold office until the next annual election of the Board of Directors or until his, her, or their death or resignation from office.
Section 16. Non liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 17. Indemnity by the Corporation for litigation expenses of each Officer, Director, or Employee
Should any person be sued, either alone or with others, because he, she, or they was or is a director, officer, or employee of the corporation, in any proceedings arising out of his, her or their alleged misfeasance or nonfeasance in the performance of his, her, their duties or out of any alleged wrongful act against the corporation, indemnity for his or her reasonable expenses, including attorney's fees incurred in the defense of the proceeding, may be assessed against the corporation, its receiver, or its trustee, by the court in the same or a separate preceding if the person sued is successful in whole or in part, or the proceeding against him, her, or them is settled with the approval of the court and the court find that his, her, their conduct fairly merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney's fees incurred in the defense of the proceeding, as the court finds to be reasonable.
Section 1. Number of Officers
The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, as determined by the Board of Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other such officers. One person may hold two or more offices, except those of President and Secretary.
Section 2. Qualification, Election, and Term of office
Any person may serve as an officer of this corporation. Officers shall be elected by the Board of Directors at any time, and each officer shall hold office until he, she, they resigns or is removed or is otherwise disqualified to serve, or until his, her, or their successor shall be elected and qualified, whichever occurs first.
Section 3. Subordinate officers
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 4. Removal and resignation
The Board of Directors may remove any officer at any time. Any officer may resign at any time by giving written notice to the Board of Directors or the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 6. Duties of the President
The Board President is the chief volunteer officer of Zephyr Symphony. Subject to the control of the Board of Directors, the President supervises and controls the affairs of the corporation at the board level, presides at all meetings of the Board, and ensures the Board fulfills its governance, fiduciary, and strategic responsibilities. The President performs all duties incident to the office and any additional duties required by law, the Articles of Incorporation, the Bylaws, or as prescribed by the Board.
Board Leadership & Governance
Preside over meetings of the Board; develop agendas with the Secretary and Executive leadership; ensure timely distribution of materials and accurate minutes.
Ensure the Board functions effectively: strong committee structure, annual work plan, board education, succession planning, and regular self-evaluation.
Uphold governance best practices, transparency, and compliance with the Articles, Bylaws, and applicable laws and regulations.
Lead the annual review of organizational policies (ethics, conflict of interest, whistleblower, DEI, risk).
Strategy, Oversight & Performance
In partnership with the Board, set and monitor organizational strategy, impact goals, and key performance indicators.
Supervise the implementation of Board-approved plans by holding the Executive leadership accountable for results; facilitate votes on major plans, budgets, and strategic initiatives.
Unless otherwise determined by the Board, serve as the direct supervisor or contract manager of the most senior person responsible for producing concerts and mission-related work (e.g., Executive/Artistic leadership), including goal setting and performance review in accordance with Board policy.
Fiduciary & Legal
Ensure sound financial oversight, including review of budgets, audits, and financial reports; safeguard assets and manage organizational risk.
Except as otherwise provided by law, the Articles, or the Bylaws, execute—on behalf of the corporation— Board-authorized instruments (e.g., deeds, mortgages, bonds, contracts, checks, or other instruments).
External Relations & Advocacy
Serve as a primary ambassador for Zephyr Symphony; cultivate key relationships with stakeholders, donors, funders, and community partners.
Support fundraising and friend raising efforts; participate in major gift cultivation and stewardship.
Communicate Board decisions and organizational progress to stakeholders as appropriate.
Reporting & Evaluation
Reports to the Board of Directors; works closely with Executive/Artistic leadership.
Subject to annual performance review conducted by the Governance Committee or Board.
Section 7. Duties of the Vice President
In the absence of the President, or in event of his, her, or their inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, subject to all the restrictions on, the President. The Vice President shall have other such powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section
8. Duties of the Secretary
The Secretary shall: Certify and keep at the principal office of the corporation or at such other place as the Board may determine, a folder of minutes of all meetings of the directors, recording therein the time and place of holding, whether regular or special, and, if special, how called, how notice thereof was given, the names of those present at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and ensure that any and all minutes from any meeting of the corporation be disseminated to the whole Board within 72 hours of adjournment.
Be custodian of the records and of the seal of the corporation and see that the seal, if used, is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.
Keep at the principal office of the corporation a membership file containing the name and address of each and any members, and, in the case where any membership has been terminated, he, she, they shall record such fact in the membership file together with the date on which such membership ceased. Exhibit at any reasonable time to any Director of the corporation, or to his, her, or their agent or attorney, on request therefore, the Bylaws, the membership file, and the minutes of the proceedings of the Directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him, her, or them from time to time by the Board of Directors.
Section 9. Duties of the Treasurer
Subject to the provisions of Article 6 of these Bylaws, the Treasurer shall be responsible to ensure: That all funds and securities of the corporation are deposited in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
That money due and payable to the corporation from any source whatsoever are received.
That the funds of the corporation are disbursed as may be directed by the Board of Directors, taking proper documentation for such disbursements.
That adequate and correct accounts of the corporation's properties and business transactions are kept and maintained, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
That the books of account and financial records may be exhibited at all reasonable times to any Director of the corporation, or to his, her, or their agent or attorney, on request therefore.
That the financial statements to be included in any required reports are prepared and/or certified in a timely fashion. That in general, all duties incident to the office of Treasurer are performed as are such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him, her, or them from time to time by the Board of Directors.
Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he, she, they is also a director of the corporation, provided, however, in this case, that any salaries received by officers of this corporation shall be reasonable and be given in return for services actually rendered to the corporation, which relate to the performance of the specific and primary purposes of the corporation as specified in ARTICLE TWO (a) of the Articles of Incorporation. However, no more than 49% of the directors shall be compensated.
ARTICLE 7. COMMITTEES
Section
1. Executive Committee
The Board of Directors may, by a majority vote of its members, designate two (2) or more of its members to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal the Bylaws, and provided that the delegation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed on it or him, her, or them by law, by the Articles of Incorporation of this corporation, or by these Bylaws. By a majority vote of its members, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease by not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall establish rules and regulations for its meetings and meet at such times as it deems necessary, provided that a reasonable notice of all meetings of the Committee shall be given to its members, and no act of the Committee shall be valid unless approved by a vote or written consent of a majority of its members. The Committee shall keep regular minutes of its proceedings and report on the meeting at the next meeting of the Board of Directors.
Section 2. Standing and ad hoc Committees
The corporation shall have such Standing and Ad Hoc Committees as may from time to time be designated by resolution of the Board of Directors.
Section 3. Advisory Committee
The Directors shall create an advisory committee. Members of this committee will serve as advisors to the board. These members may be privileged to attend any part or all of a meeting of the Directors, but may not vote and will have none of the powers of a director referred to herein, nor shall they receive any compensation for service on the advisory committee.
ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer (and countersigned by the President) of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited as soon as they are received to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Minutes of meetings
The corporation shall keep at its principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors, with the time and place of holding, whether regular or special, and, if special, how called, the notice given, the names of those present and the proceedings thereof.
Section 2. Books of account
The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Section 3. Inspection by Directors
Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation.
Section 4. Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal.
ARTICLE 10. THE FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June.
ARTICLE 11. AMENDMENT OF BYLAWS
Subject to any provision of law applicable to the amendment of Bylaws of non profit corporations, these Bylaws or any of them may be amended or repealed and new Bylaws adopted as follows: By the vote of a majority of Directors present at any regular or special meeting of Directors at which a quorum is present, provided that notice of such meeting and of the intention to change the Bylaws is given each Director as provided in Article 5, Section 7 of these Bylaws, or by the written consent of all Directors without a meeting as provided in Article 5, Section 9 of these Bylaws. A Bylaw fixing or changing the number of Directors of the corporation may not be adopted, amended, or repealed except as provided in Paragraph (b) of this section.
ARTICLE 12. AMENDMENT OF ARTICLES
Amendment of the Articles of Incorporation may be adopted by resolution of the Board of Directors. Proposals for the amendment of these Bylaws shall be submitted to the Board of Directors one month in advance.
ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its purposes as shall be fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
Directors Music Director
Budget
Audit/Finance
Zephyr Symphony Musicians
Zephyr Chorus Musicians
Development Plan
Purpose
Provide a clear, actionable roadmap to resource Zephyr Symphony’s mission through diversified revenue, strong relationships, and disciplined stewardship.
Revenue Mix & Targets (Years 1–3)
Individuals (Annual Fund & Major Gifts): 40–55% of contributed revenue; build a 3‑tier pipeline (Annual Fund <$1k, Leadership Circle $1k–$9,999, Major Gifts $10k+). Board Give/Get anchors the top of the funnel.
Institutional Support (Foundations/Government): 25–35%; align proposals to access, artistic innovation, community partnerships, and education.
Corporate Partnerships/Sponsorships: 10–20%; focus on Bay Area brand alignment (innovation, community, arts & culture) with benefits tied to audience reach and employee engagement.
Earned Revenue (Tickets/Events): 10–20%; maintain accessible pricing while optimizing average yield via tiered seating, dynamic packaging, and cultivation add-ons.
Core Strategies
Case for Support — Center on four pillars: Artistic Excellence, Community Connection, Access & Education, and Sustainable Growth. Maintain a living one-pager and board talking points.
Pipeline & Moves Management — Every prospect has a next step: qualify • cultivate • solicit • steward. Use a simple 3x coverage rule (e.g., $300k goal = $900k qualified pipeline).
Board Partnership — Governance sets annual contributed‑revenue goals; Development Committee runs prospect reviews, peer-to-peer outreach, and sponsor/grant calendars.
Compelling Campaigns — Seasonal launch, production underwriting, and micro-campaigns (e.g., 25 for 25). Feature specific, time‑bound goals and visible progress trackers.
Institutional Funding — Build a rolling 12‑month grants calendar; maintain boilerplate language, data bank, and outcome metrics (attendance, access, education hours, artist pay benchmarks).
Corporate Program — Three sponsorship tiers with benefits ladder (visibility, hospitality, impact storytelling). Add in-kind pillars (printing, media, venues, transportation).
Stewardship System — 48‑hour acknowledgments; 30‑day impact touchpoint; quarterly insider updates; annual gratitude event and report.
Key Performance Indicators (KPIs)
Contributed revenue vs. goal; pipeline coverage ≥3x; donor retention ≥60%; new donors; average gift growth; major‑gift close rate; sponsorship renewals; grant hit rate; list growth; attendance‑to‑donor conversion; time‑to‑thank‑you (≤48 hrs).
Audience &
Donor Journey
Discover targeted PR, partnerships, and list‑building.
Engage - compelling digital content, open rehearsals, post-concert notes.
Convert - low-friction giving (QR at events, text-to-give, monthly option).
Champion - advocacy stories, hosting opportunities, and legacy planning.
Calendar
Q1: Board retreat; set revenue goals; finalize grants calendar; season case.
Q2: Spring performances; leadership circle salons; Q2 grant submissions.
Q3: Campaign build (e.g., 25 for 25); corporate prospecting; fall grant deadlines.
Q4: Year‑end appeals; sponsor renewals; stewardship/reporting; next FY plan.
People, Tools & Policies
Roles: Music Director & Development Committee co‑lead top prospects; board members own peer lists; staff/ contractors manage CRM, grant writing, and events.
Systems: CRM for moves tracking, segmented email, and dashboards; unified gift entry & acknowledgment work flow.
Policies: Gift acceptance, sponsorship standards, restricted‑fund tracking, and DEI‑aligned naming/recognition.
Build awareness, drive attendance and giving, and strengthen Zephyr Symphony’s brand through clear positioning, consistent storytelling, and measurable campaigns.
Brand Positioning & Messaging
Position: A bold Bay Area orchestra uniting masterworks and modern voices with community at the center.
Voice: Welcoming, confident, curious, and people‑first.
Core classical attendees; culturally curious adults; philanthropic arts supporters; educators & students; corporate partners; local press and arts media.
Social: IG/FB/LinkedIn 3–5×/week; YouTube for shorts & performer spotlights.
Web: Fresh homepage hero, SEO concert pages, press room.
Onsite: QR codes, lobby displays, SMS opt-in, program inserts.
Partners: Cross‑lists with venues, schools, faith/civic orgs, and arts calendars.
Content Pillars
Behind the Music (rehearsals, notes, artist Q&As), Community & Access (partnership stories), Impact (donor spotlights, outcomes), Now Playing (sales pushes), Future Sounds (commissions/new works).
Campaign Frameworks
Season Launch (brand/press), Concert Sprints (4–6‑week arcs), 25 for 25 (giving), Corporate Hospitality (sponsor cultivation), Education/Access (tickets underwritten & stories).
PR & Media
Maintain press list; send season release (May/June) and concert advisories (4 weeks, 10 days, week‑of).
Advance interviews with Music Director/guests; offer reviewer comps; prep media kit (bio sheets, photos, rep lists, quotes, stats, logos).
KPIs
Ticket revenue & capacity; CTR/open rate; web conversions; follower & list growth; press hits & DA; sentiment; donor conversions; CAC and ROI per channel.
Allocate % of projected revenue (e.g., 8–12%) across creative, paid social, email, press photography, printing, and modest paid search. Use CRM + email, social scheduler, analytics dashboards.
Roles
Marketing Lead (staff/contractor), PR Lead (consultant), Content Producer (photo/video), Board Ambassadors (shares/hosting), Artist Amplifiers (social swaps).
