BY-LAWS OF THE CLASSICAL MANDOLIN SOCIETY OF AMERICA
A Delaware Non Stock Corporation
As amended in 2003
ARTICLE I - PURPOSES
Section 1.
The purposes for which the corporation is formed are as follows:
a) to promote the study and playing of the family of mandolin instruments and the playing of the music written for those instruments;
b) to aid in the education and logistical support of those persons who are or will be involved in carrying out the above activities;
c) to operate exclusively for literary, educational and cultural purposes, including, for such purposes, the making of distributions to qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of future United States Internal Revenue Law); and
d) to engage in any and all lawful activities incidental to the foregoing purposes, except as restricted herein.
ARTICLE II - RESTRICTIONS
Section 1.
No part of the net receipts of The Classical Mandolin Society of America ("CMSA") shall inure to the benefit of or be distributable to its members, officers, committee members, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation as set forth in these Articles of Incorporation and By-Laws.
Section 2.
No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation and By-Laws, the corporation shall not carry on any other activities which are proscribed for organizations exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Service Code) or which are proscribed for organizations to which contributions are deductible under 170(c)(2) of the Internal Revenue Code (or the corresponding section of any future Internal Service Code).
ARTICLE III - MEMBERSHIP
Section 1.
Any person in sympathy with the stated purposes and activities of the corporation may become a member upon submission of an application of membership and the payment of stipulated dues.
Section 2.
An application procedure shall be developed by the Board of Directors which will list interests and musical activities for informational purposes.
Section 3.
Membership dues shall be payable annually. The amount of membership dues shall be set by the Board of Directors at a level required to carry out the business of the corporation. Payment of membership dues shall constitute evidence of membership.
Section 4.
Each member shall receive all the corporation's regular mailings, if any. He or she shall be eligible for any elective or appointive office in the corporation, except where otherwise restricted by the Articles of Incorporation and By-Laws.
ARTICLE IV - BOARD OF DIRECTORS
Section 1.
The corporation shall be managed by the Board of Directors which shall consist of seven (7) members and the President, Vice-President, Treasurer and Secretary as members ex officio. The President shall preside at the meetings of the Board of Directors. The immediate past President shall serve as a non-voting member of the Board of Directors for two years after completion of his or her term of office. (To be effective with the 1995 elections).
Section 2.
The membership of the corporation shall elect at the first annual meeting three (3) members of the Board of Directors to serve for terms of three years and two (2) members to serve for terms of two years. Thereafter, three (3) members of the Board of Directors (or more than three (3) if additional unfilled vacancies exist at the time of the election) shall be elected annually to serve for terms of three years.
Section 3.
The number of members of the Board of Directors may be increased or decreased by vote of the members or by vote of the majority of all members of the Board of Directors. No decrease in the number of members of the Board of Directors shall shorten the term of any incumbent member.
Section 4.
Any or all of the members of the Board of Directors may be removed for cause by a vote of the membership of the corporation or by an action of the Board of Directors. Members of the Board of Directors may be removed without cause only by vote of the membership of the corporation.
Section 5.
A member of the Board of Directors may resign at any time by giving written notice to the Board of Directors, the President, Vice-President, or the Secretary or Treasurer of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. The acceptance of the resignation shall not be necessary to make it effective.
Section 6.
Unless otherwise provided in the Articles of Incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or any specified item of business.
Section 7.
Unless otherwise required by law, the vote of a majority of the members of the Board of Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each member present shall have one vote.
Section 8.
The Board of Directors may hold its meetings at the office of the corporation or at such other place as is from time to time determined.
Section 9.
A regular annual meeting of the Board of Directors shall be held immediately before or following the annual meeting of the membership at the place of such annual meeting of the members.
Section 10.
Regular meetings of the Board of Directors may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board of Directors shall be held upon notice to the members and may be called by the President upon adequate notice to each member of the Board of Directors either personally or by mail or by wire; special meetings shall be called by the President, Vice-President or by the Secretary or Treasurer in a like manner on a written request of two members of the Board of Directors. Notice of a meeting need not be given to any member who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice.
Section 11.
A majority of the members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all members of the Board of Directors who are absent at the time of adjournment, and, unless such time and place are announced at the meeting, to the other members of the members of the Board of Directors.
ARTICLE V - OFFICERS
Section 1.
The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer to be elected by the membership.
Section 2.
The President's term of office shall be for three years. The term of the Vice-President shall be for three years. The terms of the Secretary and Treasurer shall each be three years. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified. The term of office of each officer and Board member shall commence on January l following the election.
Section 3.
The President shall be the presiding officer of the corporation and shall preside at meetings of the Board of Directors. The President shall have the usual appointive powers and shall exercise all the duties and responsibilities associated with this office. Except as provided in the Articles of Incorporation and By-Laws, the actions of the President in exercising the duties and responsibilities of his or her office shall be subject to review and approval of the Board of Directors.
Section 4.
The Vice-President, subject to the directives of the Board of Directors, shall have responsibility for assisting the President in the administration of his or her duties.
Section 5.
The Secretary, subject to the directives of the Board of Directors, shall have general responsibility for the administrative affairs of the corporation. He or she shall render an annual report to the Board of Directors which upon approval shall be presented to the annual meeting and included in the minutes.
Section 6.
The Treasurer, subject to the directives of the Board of Directors, shall have general responsibility for he financial affairs of the corporation. He or she shall render an annual report to the Board of Directors which upon approval shall be presented to the annual meeting and included in the minutes.
Section 7.
Any officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the membership of the corporation. In the event of the death, resignation, or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term.
Section 8.
In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the corporation which may come into his hands.
ARTICLE VI - ELECTION
Section 1.
The names of the members of the Nominating Committee and their address for any given fiscal year shall be made known to the membership by an announcement no less than two weeks prior to the annual meeting of the membership and Board of Directors. There shall also be a listing of the offices to be vacated for which nominations will be made for the ensuing year with a notice that members may suggest the names of candidates for such office to the Nominating Committee at any time prior to voting at the annual meeting. All prospective nominees must indicate to the Nominating Committee their willingness to serve as an officer of the corporation. The list of nominees shall be distributed to the members of the corporation together with the notice of the annual meeting in accordance with the provisions of Article VII, Section 1, of the By-Laws.
Section 2.
The nominating committee, in considering candidates for President, Vice-President, Secretary, and Treasurer, shall consider it a positive factor if an incumbent has only served one term and a negative factor if an incumbent has served two or more terms.
Section 3.
The nominating committee, in considering candidates for the Board of Directors, shall consider maintaining geographical diversity as factor in its selection of candidates.
Section 4.
Each active member shall be entitled to vote for one candidate for each office. The Nominating Committee shall administer the elections. Voting shall be at the Annual Meeting, unless the Board of Directors shall call for a mail ballot. The results of the elections shall be announced by the Nominating Committee at the Annual meeting or as soon thereafter as is reasonably possible. The candidate for an office who received the highest number of votes shall be declared elected to that office. In the event of a tie vote, the Nominating Committee shall hold a run-off election.
ARTICLE VII - MEETINGS
Section 1.
(a) There shall be an Annual meeting of the membership held on a date determined annually by the Board of Directors. Notice of this meeting shall be given by announcement no less than two weeks prior to the date of the meeting.
(b) At the Annual meeting, reports shall be given by the officers and there shall be an opportunity to bring other matters before the meeting.
(c) The quorum for taking official action shall consist of 10 members or 35% of the membership, whichever is less.
Section 2.
(a) Special meetings of the corporation may be called by the Board of Directors by notifying the board members at least one week prior to the date of that meeting.
(b) No other business but that specified in the notice may be transacted at such meetings without the unanimous consent of all present at such meeting.
Section 3.
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be for more than 30 nor less than 10 days before any such meeting, nor more than 30 days prior to any other action.
Section 4.
The order of business at all meetings of members shall be as follows:
(1) roll call
(2) reading of the minutes of the preceding meeting
(3) reports of committees
(4) reports of officers
(5) old and unfinished business
(6) new business
(7) good and welfare
(8) adjournment
ARTICLE VIII - COMMITTEES
Section 1.
The following standing committees of the corporation shall be appointed in the manner provided in the By-Laws: Program Committee, Nominating Committee, and Grants Committee.
Section 2.
The Program Committee shall consist of at least three members appointed by the President to act for the term of the President. It shall be the duty and responsibility of the Program Committee to coordinate and organize concerts, seminars and other events for the Annual meeting of the members.
Section 3.
The Nominating Committee shall be composed of at least three (3) members appointed by the President to act for the term of the President. The nominating Committee shall be chaired by the Secretary or Treasurer. It shall be the duty and responsibility of the Nominating Committee to nominate candidates for office and to administer elections in accordance with the provisions of these By-Laws.
Section 4.
The Grants Committee shall consist of at least three (3) members appointed by the President to act for the term of the President. The three committee members shall evaluate all applications for research grants from the CMSA and shall make the final selection of all grant recipients.
Section 5.
Acting on the advice and consent of the Board of Directors, the President shall appoint and define the duties of such other committees as shall from time to time be necessary to conduct the business or carry out the purposes of the corporation.
ARTICLE IX - DISPOSAL OF ASSETS
Section 1.
Upon the dissolution of the CMSA, whether voluntary or involuntary, after paying all of the liabilities of the corporation, the corporation shall dispose of all its assets set forth in the Articles of Incorporation and By-Laws by donating them to an institution or organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of such future Internal Revenue Code as may then be in effect.
ARTICLE X - AMENDMENTS
Section 1.
The Articles of Incorporation may be amended by a two-thirds vote of the members present at an annual meeting or special meeting. The Articles of Incorporation may also be amended by mail ballot provided that a proposed amendment is approved by two-thirds of the votes cast.
Section 2.
These By-Laws may be amended by a majority vote at an annual meeting of the corporation, or by mail ballot.
Section 3.
Amendments may be proposed by the Board of Directors or by any five (5) members of the corporation. The proposed amendments shall be mailed to the members of the corporation by the Secretary or Treasurer at least 30 days before the Annual meeting or special meeting. In the case of a mail ballot upon an amendment, members shall address ballots to the Secretary or Treasurer and place them in the mail not more than 30 days from the date they were mailed out by the Secretary or Treasurer. An amendment shall go into effect immediately upon approval unless otherwise specifically provided.
Section 4.
The provisions of these By-Laws, as amended, shall be effective immediately upon their adoption and shall supersede and nullify all previous enactments in conflict with them.