(amended 19 February 2005)
ARTICLE I. Name and Purpose
Section 1. Name
The name of this corporation is the Society for American Music (the "Society").
Section 2. Purpose
The purpose of the Society is to carry out educational projects in order to assist in the dissemination of accurate information and research dealing with all aspects of American music and music in America.
ARTICLE II. Members Section
The main categories of membership which shall make up the Society are Individual, Associate, Student, Retired, Honorary, and Institutional. The Board may establish additional membership categories as appropriate. Individual: shall be available to any person who has an interest in the stated purpose of the Society. Associate: shall be available to those who live in the same household as individual members.
Student: shall be available to students, graduate or undergraduate, in residence at an accredited college or university. Such individuals shall be eligible for student membership for a period not more than seven (7) years. They shall not be eligible to hold an elective post in the Society except as co-chairs of the Student Interest Group.
Retired: shall be available to persons who have retired from full-time employment or passed their 62nd year.
Honorary: may be awarded at the discretion of the Board of Trustees to persons who have made outstanding contributions to further the purpose of the Society. Institutional: shall be available to any institution, organization, or corporation that has an interest in the stated purpose of the Society. Each membership category carries with it the right to vote upon payment of such membership dues and other charges, if any, as may be determined from time to time by the Board of Trustees. For Institutional members, a person designated as representative shall be entitled to a vote. Members in all categories shall be entitled to receive the publications of the Society under the conditions provided for their distribution.
ARTICLE III. Meetings
An annual meeting of members of the Society shall be held on a date and place to be determined by the Board of Trustees. Additional meetings of the members of the Society may be held from time to time upon call of the President or the Board of Trustees. Special meetings of members shall be called by the Board of Trustees on a petition by twenty (20) percent of the members of the Society. At such meetings, no business may be transacted other than that stated in a notice to the full membership at least one (1) month in advance of the meeting.
Written notice of any meeting of the members of the Society shall be given not less than one month prior to the date of the meeting.
A quorum for meetings of the members of the Society shall consist of either 10% of the members entitled to vote at said meeting or of thirty members, whichever is smaller. A member who has not paid dues and/or other charges imposed by the Board of Trustees shall not be entitled to vote at any meeting.
At or prior to the annual meeting, the Board of Trustees shall present to the members an annual report including the following information:
1. Assets and liabilities, including trust funds, as of the end of the last fiscal year which shall begin on the first day of January and end on the last day of December in each year.
2. Major changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
3. The Society's receipts, both unrestricted and restricted to particular purposes, during the year immediately preceding the date of the report.
4. The Society's disbursements, for both general and restricted purposes, during the year immediately preceding the date of the report.
5. The number of members of the Society, a statement of increase and decrease in such number, during the year immediately preceding the date of the report, and a statement of the place where the names and places of residence of the current members may be found. The annual report must be verified by the president and the treasurer and filed with the records of the Society. An abstract shall be entered in the minutes of the annual meeting.
ARTICLE IV. Board of Trustees
Section 1. Number and Powers
The business, property, and affairs of the Society shall be conducted and managed by its Board of Trustees. The number of Trustees shall be determined by the vote of the members, but shall not be less than three (3) nor more than twenty-one (21).
Section 2. Nomination, Election, and Term of Office
The Board of Trustees shall present to the members each year a double slate of candidates, acting on proposals by the Nominating Committee, except that, at their discretion, the Board of Trustees may by a two-thirds vote decide to present only one candidate for secretary, providing the candidate has already served at least one term in the office. The Board of Trustees may, at their discretion, present only one candidate for Treasurer. The slate of candidates shall be mailed to the voting members of the Society in the form of a printed ballot at least two (2) months before each annual meeting of the Society. Officers and members-at-large shall be elected by a majority of the returned. The president shall appoint two tellers who shall tally the returns and report the results. In case of a tie, the deciding vote shall be cast by the Board of Trustees. No person shall hold more than one elective office in the Society at one time.
Except for the president, officers shall serve terms of two (2) years or until such time as such officer's successor shall be elected and qualified. Members-at-large shall serve terms of three (3) years or until such time as each member-at-large's successor shall be elected and qualified. A member-at-large shall not be eligible for a second consecutive term as member-at-large. The president shall serve a two (2)-year term, preceded by one (1) year as president-elect and followed by one (1) year as past president. The past president shall not be eligible for a second consecutive presidential term. The vice president shall not be eligible for more than two (2) consecutive terms in that office. The secretary and treasurer may serve more than two (2) consecutive terms in their respective offices. The term of the president-elect shall coincide with the second year of the incumbent president's term. The term of the vice president shall begin in the year the president-elect becomes president. The terms of the members-at-large shall overlap so that the terms of one-third will expire each year. All terms begin at the adjournment of the annual meeting following the election.
Section 3. Meetings
An annual meeting of the Board of Trustees shall be held on a date and at a place to be determined by the president. Additional meetings of the Board of Trustees may be held upon the call of the president and shall be held at the request of any three (3) Trustees. Written notice of any meeting of the Board of Trustees shall be given at least ten (10) days prior to the date of the meeting. A majority of the members of the Board of Trustees including at least two officers shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a quorum is present at any meeting, a majority of the Trustees may adjourn the meeting from time to time without further notice.
Section 4. Vacancies
A vacancy on the Board of Trustees, whether it be due to death, resignation, removal, disqualification, or otherwise, may be filled by vote of a majority of the Board of Trustees for the unexpired portion of the term of the Trustee who is being replaced.
Section 5. Compensation
Trustees as such shall not receive any compensation for their services; but nothing herein contained shall be construed to preclude any Trustee from serving the Society, upon request, in any other capacity and receiving reasonable compensation therefore and/or reimbursement for actual out-of-pocket expenses.
Section 6. Removal
Any officer may be removed by a vote of two-thirds of the Board of Trustees at a meeting duly called, whenever in their judgment the best interests of the Society will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Any member of the Board of Trustees may be removed by a two-thirds vote at a meeting of the members of the Society duly called, at which a quorum is present.
ARTICLE V. Officers
Section 1. Officers
The officers of the Society shall be a president, a president-elect or a past president, a vice president, a secretary, a treasurer, and such other officers as may be elected by the members.
Section 2. President
The president shall be the chief executive officer of the Society. It shall be the responsibility of the president to supervise and control all of the business and affairs of the Society; to carry out the policies established by the Board of Trustees; to call all meetings of the Board of Trustees; and to assume such powers and perform such other duties as may be assigned by the Board of Trustees and as are usually attendant upon that office.
Section 3. Vice President
In the absence or the incapacitation of the president, or if that office be vacant, the vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned by the president or by the Board of Trustees.
Section 4. Secretary
The secretary shall keep or cause to be kept the minutes of meetings of the Board of Trustees or the executive committee. The secretary shall be responsible for giving notices in accordance with these bylaws or as required by law; for serving as custodian of the corporate records and the corporate seal and seeing that the corporate seal is duly affixed to all legal documents, the execution of which on behalf of the Society is duly authorized; and, in general, performing all duties as may from time to time be assigned by the president or by the Board of Trustees.
Section 5. Treasurer
The treasurer shall have general supervision over the care and custody of the funds and property of the Society. The treasurer shall keep or cause to be kept accurate accounts of all receipts, disbursements, and assets of the Society and shall present a report of the same to the Board of Trustees upon request; perform the usual duties attendant upon this office and such other duties as may be assigned by the president or by the Board of Trustees.
ARTICLE VI. Committees
Section 1. Standing Committee
The standing committees of the Society shall be the Executive, Nominating, Long-Range Planning, Finance, Development, Membership, Public Relations, and Cultural Diversity. The composition of committees and method of selection is stated in the Handbook. The President shall serve as an ex officio member of all standing committees except the Nominating Committee.
The Executive Committee is a standing Committee of the Board of Trustees and may exercise all the powers of the Board of Trustees during the interim period between meetings of the Board.
The Nominating Committee is responsible for submitting an annual slate of candidates for office to the Board of Trustees. The Committee consists of four (4) to seven (7) members and is newly constituted every two (2) years by the President in consultation with the President-elect and the Board . The chair must be appointed prior to the annual meeting at which the committee's term begins, and normally, no more than one (1) member of the previous committee should be reappointed.
The Long-Range Planning Committee assesses the long-range needs and goals for the purpose of realizing the mission of the Society and works with the committees of the Society to develop the policies that will effect these long-range needs and goals.
The Finance Committee oversees the financial state of the Society and recommends an annual budget to the Board of Trustees. In addition, the Committee makes recommendations to the Board of the Executive Committee as needed and oversees the annual audits of the Society's financial records.
The Development Committee is responsible for increasing the resources (exclusive of dues) for the furthering of the goals of the Society.
The Membership Committee coordinates efforts to attract new members to the Society and also to retain current ones.
Section 2. Other Committees and Terms
Other committees, standing or special, shall be appointed by the President as the Society or the Board of Trustees shall from time to time deem necessary to carry on the work of the Society. Standing and special committee chairs and committee members are appointed by the President for two-year terms that may be renewed once. In general, no committee chair or member is to serve for more than four (4) consecutive years on the same committee. Appointments are made on a rotating basis to ensure continuity of membership.
Ad hoc committees may be appointed by the President as needed to accomplish specific tasks. Chairs and members serve until the task is completed.
Section 3. Quorum
Unless otherwise provided at the time of appointment, a majority of the members of a committee shall constitute a quorum, and the action of a majority of the members present at a meeting at which a quorum is present shall be the action of the committee.
ARTICLE VII. Appointments
Section 1. Special Appointments
Special appointments are made as needed by the President in consultation with the Board (unless otherwise specified) and include, but are not limited to, the Executive Director, editors, the archivist, the Conference Manager, and representatives to serve as the Society's liaisons to other societies and organizations. The President provides a written charge for every appointee, and all charges are made available to the Board. The President, after consultation with the Board, may remove those appointed who are unable to fulfill their charge.
Section 2. Executive Director
The Executive Director is appointed to maintain the business offices and records of the Society in order to provide continuity and help coordinate Society business. He/she serves for terms of four (4) years, renewable. He/she is an ex-officio member of the Board of Trustees and the Executive, Finance, Development, and Long-Range Planning committees.
Section 3. Editors
The Board of Trustees shall from time to time appoint editors from the membership for the various publications of the Society. These editors shall serve at the pleasure of the Board of Trustees of the Society until such time as said editor or the Board shall determine that another member should fill the position.
Section 4. Archivist
The Archivist is charged to acquire, organize, deposit, and monitor the maintenance of the Society's' archives, which are the property of the Music Division of the Library of Congress, and to assist the library's staff when necessary in providing service to readers.
Section 5. Conference Manager
The Conference Manager is charged with managing national conferences of the Society, and it is his/her responsibility to ensure that the conferences are in keeping with the established policies of the Board of Trustees. The conference manager is appointed for a term of three (3) years, renewable.
ARTICLE VIII. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order shall govern the Society, its Board of Trustees, and committees where they are applicable and not inconsistent with these bylaws and any special rules of order which the Society may adopt.
ARTICLE IX. Defense and indemnification against
loss due to litigation
The Society shall indemnify and save harmless from loss, upon authorization of its Board of Trustees, any trustee, officer, agent, or employee, whether for profit or not for profit, against judgment, loss, and expenses actually and necessarily incurred in the defense of any action, suit or proceeding in which the person is made party by reason of being or having been such trustee, officer, agent, or employee, except in relation to matters as to which the person shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such trustee, officer, agent, or employee may be entitled under any by-law, agreement, vote of Board of Trustees, or otherwise.
ARTICLE X. Miscellaneous
Section 1. Contracts
The president, or such other officer or officers as may from time to time be authorized by the Board of Trustees or by these bylaws, shall have the power to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Society.
Section 2. Checks, Drafts, etc.
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Society shall be signed by such officer, officers, agent, or agents of the Society and in such manner as shall from time to time be determined by the Board of Trustees. In the absence of such determination by the Board, such instruments shall be signed by the treasurer, and for instruments above a level determined by the Board, shall be countersigned by the president.
Section 3. Fiscal Year
The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.
Section 4. Seal
The Board of Trustees shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal - District of Columbia."
Section 5. Income, Profits, and Assets
None of the income, profits, or assets of the Society shall inure to the benefit of any member or of any trustees, provided however, that nothing herein contained shall preclude payment of reasonable amounts for services rendered to the Society or reimbursement for actual out-of-pocket expenses.
Section 6. Gifts and Bequests
The Board of Trustees may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes of the Society or for any specific purpose consistent with the general purposes stated herein.
Section 7. Dissolution
In the event the Society is dissolved by the Board of Trustees for any reason whatever, the assets of the Society shall be distributed by the Board to (and only to) an organization with similar purposes which has established tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XI. Amendments
These bylaws may be altered, amended, or replaced, and new bylaws may be adopted, by a two-thirds majority vote at any meeting of the Board of Trustees, subject to ratification by the members of the Society by a two-thirds majority vote cast by members present or by signed proxy during a meeting at which there is a quorum present providing that notice of such meeting indicates that an amendment or amendments of the bylaws will be acted upon at the meeting and indicates the general nature of the proposed amendment or amendments.