BYLAWS (As amended November 10, 2015)
Article I. Name
The name of the corporation shall be the North American British Music Studies Association (hereafter, “the Association,” or “NABMSA”).
Article II. Object
The Association is formed to foster a North American environment for the study of British music, musical culture, and musical life in Great Britain and elsewhere. The Society aims to provide a forum for the discussion of such music and studies through electronic and other means; to provide a clearinghouse of information on the study of such music; to encourage the study of such music via appropriate means including but not limited to the awarding of prizes, scholarships, fellowships, travel awards, and the like, as it sees fit; and to hold regular meetings to discuss the same. The Association shall be a general not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law) and shall meet requirements set forth under said code.
Article III. Membership
- The Association shall consist of regular members, student members, and honorary members.
- Regular members shall be any persons who join the Association out of interest in its object, stated above.
- Student members shall be students enrolled at any accredited institution of higher learning who join the Association. Their rights and responsibilities shall be the same as those of regular members (including the right to hold office) except that they shall pay reduced annual dues as set forth below.
- Any member of the Association in good standing can propose that the Association grant free lifetime honorary membership to an individual of extraordinary importance to the Association or the study of British music. The Board of Directors may approve and grant such memberships.
- Annual Dues
- 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.
- Annual dues of student members shall be one-half those of regular members.
- If excessive postal expenses require it, members whose mailing addresses are not within the countries of North America may be subject to a slightly higher rate of annual dues.
- Annual dues of student members and retired members shall be one-half those of regular members.
Article IV. Officers
- There shall be four officers of the Association.
- The President, except where otherwise directed by the Board of Directors, shall be the chief executive officer of the Association. He or she shall preside at all meetings of the members. He or she shall have the general management of the affairs of the Association 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 Association, 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 Association 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.
- The Vice-President shall act as the primary liaison between the Board of Directors and all committees, working with them to ensure that they accomplish their duties. The Vice-President shall also discharge other duties as assigned by the President or the Board of Directors. During the absence, incapacity or disability of the President, the Vice-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 Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same in the name of the Association 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 Association. 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 Association. The Treasurer shall prepare the annual budget of the Association 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. The Treasurer may be bonded at the expense of the Association in an amount to be determined by the Board of Directors.
- 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 Association and shall have charge of such books, records, and papers of the Association 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 mail or email elections and balloting.
- Terms of Office. Officers shall serve terms of two years, starting 1 January.
Article V. Board of Directors
- The Board of Directors shall ordinarily consist of ten members, including the four officers of the Association.
- Five Directors-at-Large shall serve terms of three years, starting 1 January.
- One Director-at-Large shall be a student member of the Association, serving a two-year term starting January 1. If this director ceases to be a student, his or her term will expire at the end of the year in which his or her status changes.
- Meetings of the Board of Directors shall be called by the President or by the Secretary when directed by the President, the Board of Directors, or three 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.
- The President shall be chair of the Board of Directors. In the absence of the President, the duties of chair shall devolve upon the succeeding officer who is present in the following order: Vice-President, Secretary, Treasurer. A quorum of the Board of Directors shall be four 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.
- As fiduciary agent, the Board of Directors exercises discretionary authority or control over the management, disposition, or administration of the Associations funds and assets and is responsible for directing and monitoring the investment management of Association funds or assets.
Article VI. Other Staff
The Board of Directors may hire a Webmaster, Executive Director, or other staff member or contractor for a specified project or term of office not to exceed three years, eligible for reappointment. Such staff members or contractors shall receive such compensation as the Board of Directors may determine.
Article VII. Elections
- Every year, the President shall appoint a Nominating Committee to propose candidates for offices and positions on the Board of Directors that are vacant or whose holders’ terms are ending.
- The Board of Directors will choose candidates from the Nominating Committee’s proposals for all vacant positions, and present them to the members for a vote.
- All members in good standing are eligible to run for any position in the society except the student position on the Board of Directors, which is open only to student members. All members in good standing are eligible to vote in the election. No person shall hold more than one elective office in the Association at the same time.
- All positions shall be elected by a plurality vote. When two or more positions on the Board of Directors other than the student position are open, the candidates will be presented in a single list, with the candidates receiving the most votes elected.
- In the case of a tie, the Board of Directors shall choose between the two tied candidates.
Article VIII. Committees
Except when otherwise stipulated in these Bylaws, the President shall appoint chairs and members of such committees as are necessary. The President shall herself or himself be an ex officio member of all committees, although the Vice-President shall be the primary liaison between committees and the Board of Directors. 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.
Article IX. Publications
- The Association may issue publications as approved by the Board of Directors, with frequency and purpose determined by the Board of Directors.
- Editors of publications shall be appointed by the Board of Directors for specified terms of office not to exceed three years, eligible for reappointment. If deemed necessary, ad hoc editorial boards appointed by the Board of Directors on the same terms 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.
- Should the Board of Directors choose to publish a Newsletter in print form, each member of NABMSA is entitled to a single copy of each issue published during their membership. The Board of Directors shall determine what publications shall be distributed to the various classes of members gratis, and what members’ discount, if any, shall be allowed on other publications.
Article X. Meetings of Members
- The Association shall convene a biennial academic conference. This conference shall be the responsibility of a Program Committee, in consultation with the Board of Directors.
- Whenever feasible, the Association shall take advantage of the national meetings of other academic music societies in order to promote NABMSA and to gather either formally or informally. The Board of Directors shall be responsible for securing a meeting time and place, and for informing members and other interested parties of such gatherings.
- The officers of the Association shall be responsible for presenting an annual report to the Board of Directors. This report shall be made available to any member by request. The report will include details of the Association’s receipts (restricted and unrestricted), expenditures, assets or liabilities incurred during the previous fiscal year, and the number of members of the Association (together with a current list of members).
- The annual report must be verified by the Board of Directors and filed with the records of the Association. An abstract shall be entered in the minutes of the annual meeting.
- Special meetings of members may be called on a petition by twenty percent of the members of the Association.
- The members at any annual or special meeting by a majority vote or by fifty percent of the members (of any class) by petition may initiate proposals to the Board of Directors of any kind concerning the affairs of the Association. 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 XI. Fiscal Year
The fiscal year of the Association shall be from 1 January to 31 December.
Article XII. Amendments
Amendments to these Bylaws may be proposed to the Board of Directors by an ad hoc Constitutional Committee, by the annual meeting of members, or by a petition of ten percent of the membership. Amendments thus proposed shall be made known to the membership; and they shall be placed on the agenda of the next general meeting for discussion and possible revision.
Article XIII. Dissolution
In the event of the dissolution of the Association, 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 Ohio, exclusively for one or more of the charitable, literary, and educational purposes of the Association, and shall be distributed in accordance with the 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 Association.
Article XIV. Investments
1. In investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this association’s investments, the Board shall: (a) consider the charitable purposes of this association; (b) avoid speculation, looking to the permanent disposition of the funds, considering the probable income as well as the probable safety of this association’s capital; and (c) consider:
- General economic conditions;
- The possible effect of inflation or deflation;
- The expected tax consequences, if any, of investment decisions or strategies;
- The role that each investment or course of action plays within the overall portfolio;
- The expected total return from income and appreciation of investments;
- This association’s other resources;
- The needs of this association to make distributions and to preserve capital;
- An asset’s special relationship or special value, if any, to the charitable purposes of this association.
2. Board decisions about an individual investment shall be made not in isolation but rather in the context of this association’s portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to this association.
3. Notwithstanding the above, no investment violates this section where it conforms to: (a) the intent of the donor as expressed in a gift instrument; or (b) provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this association.
4. The North American British Music Studies Association will not knowingly invest in businesses whose activities and practices pose a risk of serious harm to individuals or groups, or whose activities are inconsistent with the organization’s mission and values. In order to give effect to its commitment to this policy, the board will review on a regular basis whether any investment is contrary to the organization’s mission and values.