Article I. Name

The name of the corporation shall be the North American British Music Studies Association (the “Association,” or “NABMSA”).

Article II. Objects

The Association is formed to promote the study of British music on the North American continent; 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; and to foster regular meetings to discuss the same. The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Article III. Membership

A. The Association shall consist of regular members and student members.

1. Regular members shall be any persons who join the Association out of interest in its object, stated in Article II.

2. 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 in Article III.B.2.

B. 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 one-half those of regular members.

3. 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.

 

Article IV. Officers.

A. There shall be four officers of the Association.

1. 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.

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 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.

4. 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 by-mail or by-email elections and balloting.

B. Terms of Office. Officers shall serve terms of two years.

C. Nominations and Elections
1. The President and the Secretary shall be elected in odd-numbered years.
2. The Vice-President and the Treasurer shall be elected in even-numbered years.
3. The Board of Directors shall present to the members the names of candidates for the appropriate offices no later than October 10 each year, acting on proposals by the nominating committee appointed by the President. Members will have the right to propose and second other names of members in good standing within two weeks of the Board’s presentation of names. Officers shall be elected by a majority vote. No person shall hold more than one national elective office in the Association at the same time.

 

Article V. Board of Directors

A. The Board of Directors shall consist of up to ten directors, of whom four shall be the officers of the Association. The remaining directors shall be directors-at-large and shall be elected, two each year, by the same procedure required for officers under Article IV, section C.3. Directors-at-large shall serve for a term of three years.

1. One member of the Board of Directors shall always be a graduate student. If a graduate student is not currently serving, the President may appoint one pro-tem until the next election, when a specified graduate student Board of Directors slot shall be presented as part of the slate of candidates. Graduate Student members of the Board of Directors shall serve a term of one year.

B. 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 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.

C. 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, 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.

D. Appointments. If deemed desirable, the editor of the Association Newsletter, editors of Association publications, the webmaster, 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.

 

Article VI. Committees

A. Except when otherwise stipulated in these Bylaws, the president of the Association 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. The following standing committees may be formed, as necessary: Nominating, Program, Publications, and Finance.

 

Article VII. Official Publications

A. Should the Board of Directors choose to publish a newsletter or other periodical, electronic or otherwise, each member of NABMSA is entitled to a single copy of each issue published during their membership.

B. Publication editors shall be selected by the Board of Directors. Ad hoc editorial boards, should they be deemed necessary, 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.

C. 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. The association shall convene a biennial academic conference. This conference shall be the responsibility of the Program Committee, in consultation with the Board of Directors.

B. Whenever feasible, the association shall take advantage of the national meetings of other academic music society 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.

C. 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 societies receipts (restricted and unrestricted); expenditures; any assets or liabilities during the previous fiscal year; and the number of members of the association (together with a current list of members).

D. 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.

E. Special meetings of members may be called on a petition by 20 percent of the members of the Association.

F. The members at any annual or special meeting by a majority vote or by 50 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 IX. Fiscal Year

The fiscal year of the Association shall be from 1 July to 30 June.

 

Article X. 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 10 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. Any amendment will take effect if proposed and seconded at a general meeting and approved by two-thirds of the members present.

 

Article XI. Dissolution

A. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

B. Dissolution of the Association shall take place only if and when it is proposed and seconded at a general meeting and approved by two-thirds of the members present.

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