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(as approved on 8 November 1996)
Contents
- Article I. Name
- Article II. Object
- Article III. Membership
- Article IV. Officers
- Article V. Board of Directors
- Article VI. Committees
- Article VII. Official Publications
- Article VIII. Meetings of Members
- Article IX. Fiscal Year
- Article X. Amendments
- Article XI. Dissolution
- Article XII. Rules
Article I. Name
The name of the corporation shall be the Mozart Society of America (the "Society").
Article II. Object
The object of the Society shall be the encouragement and advancement of studies and research about the life, works and reception of Wolfgang Amadè Mozart and the late eighteenth-century context, and the dissemination of information about study and performance of relevant music. The Society shall be a general not-for-profit corporation as described in the appropriate sections of the Internal Revenue Code of the United States of America and shall meet requirements set forth under said code.
Article III. Membership
A. The Society shall consist of regular members, student members, emeritus members, life members, sustaining members, patron members, honorary members, corresponding members, and institutional members.
1. Regular members shall be any persons who join the Society out of interest in its stated object (Article II).
2. Student members shall be students in residence in any accredited institution of higher learning who join the Society. Their rights and responsibilities shall be the same as those of regular members except that: (a) they shall be eligible for student membership for a period of not more than five years; (b) they shall pay annual dues as set forth in Article III.C.2.; (c) they shall be ineligible to hold national posts in the Society.
3. Emeritus members shall be persons who have been regular members for at least ten years and who have passed their 68th year, or, for those who have retired from full-time employment, their 65th year, provided they choose to be classified as emeritus members. Emeritus members shall pay annual dues as set forth in Article III.C.3., but shall retain all the rights and privileges of regular members.
4. Life members shall be regular members in all respects except for the payment of annual dues. Instead life members shall pay one fixed sum as set forth in Article III.C.4.
5. Sustaining members shall be regular members in all respects except that sustaining members shall pay annual dues as set forth in Article III.C.5.
6. Patron members shall be regular members in all respects except that patron members shall pay annual dues as set forth in Article III.C.6.
7. Honorary members shall be long-standing members of the Society who have made outstanding contributions to furthering its stated object and whom the Society wishes to honor. They shall be exempt from paying dues but shall continue to have all the rights and privileges of regular members. They shall be elected by a unanimous vote of the Board of Directors voting and present.
8. Corresponding members shall be of two types: persons who, at the time of their election, are voting, dues-paying, members of the Society residing in countries other than in the Americas, and who report to the Society on appropriate activities in the country of their residence while continuing to be regular members; and persons who, at the time of their election, are nationals of countries other than in the Americas and who have made particularly notable contributions to furthering the stated object of the Society and whom the Society wishes to honor. The latter corresponding members shall not vote, nor hold a national post, nor pay annual dues. All corresponding members shall be elected by a unanimous vote of the Board of Directors voting and present.
9. Institutional members shall include societies dedicated to dissemination of information about Mozart and music of the late eighteenth century through conferences, workshops, performances as well as institutions of higher education.
B. Members of all classes as described in Article III.A. shall each be entitled to receive one copy of the Newsletter of the Society as well as of any unpriced publications. Libraries and other organizations, institutions, and persons may subscribe to the Newsletter without acquiring membership, at a rate of subscription to be determined by the Board of Directors
C. Annual Dues
1. The rate of annual dues for each class of membership shall be fixed by the Board of Directors and published in each issue of its periodical publications.
2. Annual dues of student members shall be approximately one-half those of regular members.
3. Annual dues of emeritus members shall be approximately one-fourth those of regular members.
4. Life members shall pay one sum twenty times the current rate for regular members.
5. Annual dues of sustaining members shall be twice those of regular members.
6. Annual dues of patron members shall be five times those of regular members.
7. Annual dues of institutional members shall be the same as those of regular members.
8. Dues shall be payable on 1 July or on application for membership. Dues of new members shall be credited to the fiscal year (1 July to 30 June) in which received and shall insure receipt of all issues of the Newsletter for that year, but new members joining after 31 December may request that their membership begin the following fiscal year. After 31 December, members from the previous fiscal year who have not yet paid current dues will be considered delinquent and shall receive no issues of the Newsletter beyond the Fall issue. Members in arrears at the end of the fiscal year shall be removed from the membership rolls. After being removed from the rolls a person may rejoin the Society at any time without penalty.
Article IV. Officers
A.The officers of the Society shall be six in all, but no more than five at any one time.
1. The President, except where otherwise directed by the Board of Directors, shall be the chief executive officer of the Society. He or she shall preside at all meetings of the members. He or she shall have the general management of the affairs of the Society and shall have the power to enforce all orders and resolutions passed by the members or directors. He or she shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Society, when, as and if authorized by the Board of Directors. Subject to the approval of the Board of Directors, he or she shall affix the seal of the Society to any instrument requiring it when authorized by the Board, and when so affixed it shall be attested by the signature of the treasurer or secretary. He or she shall perform all duties incidental to her or his office and such other duties as may from time to time be delegated by the Board of Directors.
2. The vice-president, during the absence, incapacity or disability of the president, shall exercise all the functions of the president and, when so acting, shall have all the powers of and be subject to all the duties of and restrictions upon the president. In the event that the office of the president becomes vacant before the conclusion of her or his term, the vice-president shall succeed to that office. The vice-president shall also have such other powers and discharge such duties as may be assigned to her or him from time to time by the Board of Directors.
3. The past president shall serve, immediately after her or his own term as president, as counselor to the new president and members of the Board of Directors.
4. The president-elect shall serve, immediately before her or his own term as president, as a member of the Board of Directors in order to acquaint herself or himself with the business of the Society.
5. The treasurer shall have the care and custody of all the funds and securities of the Society and shall deposit the same in the name of the Society in such bank or trust company as the Board of Directors may select. He or she shall sign all checks, drafts, notes, and orders for the payment of money and shall pay out and dispose of the same when, as and if authorized to do so by the Board of Directors and shall keep full and accurate accounts of receipts and disbursements in the books of the Society. He or she shall render to the president and directors whenever they may require an account of all transactions and of the financial condition of the Society. The treasurer shall prepare the annual budget of the Society for approval by the Board of Directors, and shall dispose of funds only as provided by the budget or as otherwise authorized by the Board of Directors. Checks amounting to more than $500.00 shall be signed by the treasurer and countersigned by any other officer. The treasurer may be bonded at the expense of the Society in an amount to be determined by the Board of Directors.
6. The secretary shall attend to such correspondence as may be assigned to her or him, perform all the other duties incidental to her or his office and shall keep the minutes of the meetings of members and the Board of Directors. He or she shall attend to the giving and serving of all notices on behalf of the Society and shall have charge of such books, records, and papers of the Society as the directors may direct. He or she shall also be responsible for maintaining liaison between the Board of Directors and the administrations of other, and affiliated sister societies. The secretary shall also administer by-mail elections and balloting.
B. Terms of Office. Officers shall serve terms of two years, except that the president shall serve as president-elect from the time of election until her or his two-year term as president begins and shall serve one year as past president after her or his term is concluded. The vice-president's and treasurer's terms shall be concurrent with that of the president. The secretary's term shall begin with the second year of the president's term and run through the first year of the next president's term. The term of officers shall begin with the start of the fiscal year following the annual meeting of members. Except for the secretary and the treasurer, officers may not be elected to succeed themselves. If an office, aside from the president's, is vacated in the course of a term, the Board of Directors may appoint a replacement to serve until the next term begins.
C. Nominations and Elections. The Board of Directors shall present to the members each year a double slate of candidates drawn from the present or past members of the Board, acting on proposals by the nominating committee appointed by the Board of Directors, except that the Board of Directors may by a two-thirds vote decide to present only one candidate for the post of treasurer and one for the post of secretary, provided the candidate has already served at least one term in the same post. The slate of officer candidates shall be mailed to the voting members of the Society in the form of a printed ballot at least two months before each annual meeting of the Society. Officers shall be elected by a majority vote cast in sealed envelopes. The name and address of the voter must be affixed in the upper left hand corner of the envelope, by which means the status of the voter will be verified against the membership rolls. The ballot may or may not be signed but must be received by the secretary no later than two weeks before the annual meeting of the Society. The president shall appoint a teller who, together with the secretary, shall tally the election returns, and together they shall attest the results of the election in a report to the Board of Directors. In the case of a tie the deciding vote shall be cast by the Board of Directors. No person shall hold more than one national elective office in the Society at the same time.
Article V. Board of Directors
A. The Board of Directors shall consist of at least nine directors, of whom five shall be the officers of the Society. The remaining four directors shall be directors-at-large and shall be elected, two each year, by the members of the Society from a double slate of four nominees drawn by the Board of Directors from recommendations of the nominating committee. The slate of candidates for directors-at-large shall be mailed to the voting members of the Society in the form of a printed ballot at least two months before the annual meeting of the Society, and directors-at-large shall be elected by a majority vote cast and tabulated as set forth in Article V.C. The terms of directors-at-large will be two years; no member may serve more than two consecutive terms. No person shall hold more than one national elective post in the Society at the same time.
B. The terms of directors-at-large shall overlap so that two will retire and two will be added each year. Newly elected directors shall assume office at the first session of the Board of Directors after the annual meeting of the Society. If a position of director-at-large is vacated in the course of a term, the Board of Directors may appoint a replacement to serve until the next term begins.
C. Meetings of the Board of Directors shall be called by the president or by the secretary whenever directed by the president, the Board of Directors, or five members thereof. Notice of the time and place of such meetings shall be mailed at least ten days in advance. If agreed by a majority of the directors, these meetings may be made by means of conference calls.
D. The president shall be chair of the Board of Directors. In the absence of the president, the chairship shall devolve upon the succeeding officer who is present in the following order: vice-president, president-elect, secretary. Decisions shall be by absolute majority vote of the directors present unless otherwise provided by these Bylaws or by the laws of the State of California. A quorum of the Board of Directors shall be six and shall include at least two officers (a director may be present via telephone). The president working in conjunction with the secretary shall be empowered to act in emergencies, subject to the earliest possible ratification by the Board of Directors.
E. Appointments. The editor of the Society Newsletter, editors of Society publications, and an executive director shall be appointed by the Board of Directors for specified terms of office not to exceed three years and shall be eligible for reappointment. They shall receive such compensation as the Board of Directors may determine.
Article VI. Committees
A. Except when otherwise stipulated in these Bylaws, the president of the Society shall appoint chairs and members of such committees as are necessary and shall herself or himself be an ex officio member of all committees. Committees shall consist of no fewer than three members. Terms of members of all committees shall be one year unless otherwise specified in the appointment.
B. Standing committees shall be Executive, Nominating, Program, Publications, and Finance.
1. Any four officers of the Society shall constitute an Executive Committee to conduct any urgent business of the Society between meetings of the Board of Directors. The Executive Committee may also function as a planning committee, making recommendations to the Board.
2. The Nominating Committee shall be appointed by the Board of Directors.
3. It shall be the duty of the Program Committee to prepare the program of the annual meeting of the Society and to propose sessions for meetings of other organizations such as the American Musicological Society or the American Society for Eighteenth-Century Studies.
4. The Publications Committee shall make recommendations to the Board of Directors for special publications subject to authorization by the Board of Directors, shall assign editorial responsibility, and shall collaborate in the execution of all business in connection with the manufacture and distribution of such publications.
5. The Finance Committee shall consist of three members: the president, the chair of the Publications Committee, and the treasurer, who shall be chair of the committee. The Finance Committee shall be charged with management of any special funds, with preparation of the budget, with seeking of grants, and such other financial matters as the Board of Directors may authorize.
Article VII. Official Publications
A. The official publications of the Society shall include the Mozart Society of America Newsletter and such publications as are controlled by the Board of Directors and the Publications Committee.
1. The Board of Directors shall work when appropriate as editorial board with the editor of the Newsletter.
2. Editors of other publications shall either work with the Board of Directors functioning as editorial board or shall appoint subject to the approval of the Board of Directors an editorial board of approximately five members serving terms of three years concurrent with the term of the editor. Members of such editorial boards may be reappointed for a second term, but no member may serve more than two consecutive terms. Such editorial boards shall serve the editor in an advisory capacity, and the individual members of the editorial board shall be available to the editor for the evaluation of manuscripts submitted for publication.
B. The Board of Directors shall determine what publications, besides the Newsletter, shall be distributed to the various classes of members gratis, and what discount, if any, shall be allowed on other publications.
Article VIII. Meetings of Members
A. An annual meeting of members shall be held at a time and place to be determined by the Board of Directors, but not earlier than 15 August nor later than 27 December of each year. Ten percent of the membership shall constitute a quorum.
B. At or prior to the annual meeting the Board of Directors shall present to the members an annual report that includes the following information:
1. Assets and liabilities, including trust funds, as of the end of the last fiscal 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.
C. The annual report must be verified by the president and treasurer and filed with the records of the Society. An abstract shall be entered in the minutes of the annual meeting.
D. Special meetings of members may be called on a petition by 20 percent of the members of the Society.
E. The members at any annual or special meeting by a majority vote or by 50 percent of the members of any class as defined in Article III.A. by petition may initiate proposals to the Board of Directors of any kind concerning the affairs of the Society. If such proposal is not adopted by the Board of Directors, it shall be referred to the decision of the membership by means of a mail ballot.
Article IX. Fiscal Year
The fiscal year of the Society shall be from 1 July to 30 June.
Article X. Amendments
Amendments to these Bylaws may be proposed to the Board of Directors by a Constitutional Committee, by the annual meeting of members, or by a petition of 10 percent of the membership. Amendments thus proposed shall be made known to the membership through one of the Society's publications or by other means at least six weeks before the next annual meeting; and they shall be placed on the agenda of that meeting for discussion and possible revision. Two-thirds of the ballots cast in a mail ballot submitted to the entire membership shall be required for the acceptance of an amendment. The ballot shall state whether the amendment has the endorsement of the Board of Directors.
Article XI. Dissolution
In the event of the dissolution of the Society, any assets remaining shall be disposed of by the Board of Directors with the approval of a Justice of the Supreme Court of the State of California, exclusively for one or more of the charitable, literary, and educational purposes of the Society, and shall be distributed in accordance with law to one or more organizations (including without limitation organs of federal, state, or local government) engaged in activities substantially similar to those of the Society.
Article XII. Rules
Robert's Rules of Order shall govern all meetings of the Society, its Board, and committees where these rules are applicable and not inconsistent with these Bylaws.
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