|ARTICLE I - NAME,
Section 1: The name of the corporation is The
American Recorder Society, Inc (the
Section 2: The mission of the Society is to
promote the recorder and its music by:
to help people of all ages and ability levels to
play and study the recorder.
the recorder to new constituencies.
increased career opportunities for
professional recorder performers and
and supporting recorder playing as a
shared social experience.
ARTICLE II –
Section 1: Members. The Society
shall have members (“Members”). Application to
become a Member shall be open to any individual
who supports the Mission of the Society.
Continuing membership is contingent upon being
up-to-date on membership dues and being deemed a
Member in good standing.
Section 2: One Class of Membership.
There shall be only one class of membership.
Section 3: Annual Member Meeting. An
annual meeting of Members shall take place each
year at the time and place designated by the Board
of Directors, but shall take place no later than
the last Saturday in November.
Section 4: Special Member Meetings.
Special meetings may be called by a majority vote
of the Board of Directors. A special meeting may
also be called by a petition signed by five
percent (5%) or more of the Members. Such petition
shall describe the purpose for which the special
meeting is being called.
Section 5: Notice. Notice of annual
and special meetings shall be given to each Member
by mail, not less than thirty (30) days, nor more
than sixty (60) days, before the meeting. Any such
notice of annual or special meeting shall include
the place, date and time of the meeting. Notices
may be included in a publication of the Society
(such as the Society’s magazine or newsletter),
provided such publication is delivered by mail.
Section 6: Quorum. Ten percent (10%)
of the votes entitled to be cast on a matter must
be represented at a meeting of Members to
constitute a quorum on that matter.
Section 7 Required Member Votes. A
majority of the votes entitled to be cast on a
matter to be voted upon by the Members present at
a meeting at which a quorum is present will be
necessary for the adoption thereof unless a
greater proportion is required by law or by these
Section 8 Voting by Mail. When
Directors are to be elected, such election may be
conducted by mail in such manner as the Board of
Directors may prescribe.
Section 9 Membership Dues. The Board
may set forth membership dues for the
Section 10. Liabilities and Property
Rights of the Members. No person who is now,
or later becomes, a Member of the Society shall be
personally liable to the Society’s creditors for
any indebtedness or liability of the Society, and
any and all creditors of the Society shall look
only to the assets of the Society for payment. No
Member of the Society shall have any ownership
interest or other right in or to any of the
property of the Society.
ARTICLE III - BOARD OF DIRECTORS
Section 1: Board, Size, Classes. The
Society shall be managed by a Board of Directors.
The number of Directors shall be no less than ten
(10) and no more than fifteen (15). At least ten
(10) Directors shall be elected by the Members in
the manner described in Section 12 of this Article
(the “Elected Directors”). An additional one
(1) to five (5) Directors shall be appointed by
the Board in the manner described in Section 13 of
Section 2: Terms. All Directors
(Elected Directors and Appointed Directors) shall
serve a four-year term, or until such Director’s
successor has been duly elected or appointed (as
the case may be) and qualified. No Director shall
serve for more than two (2) consecutive four-year
terms. The terms of the Elected Directors shall be
staggered so that five (5) of the Elected
Directors shall be up for election every two (2)
Section 3. Powers and Duties of the Board of
Directors. The Board shall appoint the
Officers, establish policy and take actions
necessary and appropriate for the operation of the
Society consistent with the Society's Mission.
Section 4: Compensation. Directors
shall receive no compensation, but may be
reimbursed for expenses incurred while conducting
authorized Board business, subject to reasonable
procedures as the Board may prescribe.
Section 5: Regular Board Meetings.
The Board shall hold a regular meeting at least
annually. The meeting time and place shall be as
established by the Board. A written notice of time
and place of regular meetings of the Board shall
be delivered to each Director personally, by mail,
by fax, or by e-mail, at least five (5) days prior
to the meeting. Notice by mail shall be deemed
complete upon deposit in the United States Mail,
first class postage paid, addressed to the last
known address of each Director.
Section 6: Special Board Meetings.
Special meetings of the Board may be called at the
discretion of the President of the Society. A
petition of at least twenty (20%) percent of the
Directors then in office for a special meeting
shall require the President to call a special
meeting of the Board. Such petition shall describe
the purpose for which the special meeting is being
called. A written notice of time and place of a
special meeting of the Board shall be delivered to
each Director personally, by mail, by fax, or by
e-mail. Such notice shall include the time, place,
and purpose of any such meeting; and such notice
shall be given not less than twenty (24) hours
before such meeting. The President shall certify
to the Board at the special meeting that a
reasonable attempt was made to notify all
Section 7. Use of Telephone or Video
Conference for Meetings of Directors. Both
regular meetings and special meetings may also be
held by telephone or video conference, provided
that all participants in such a meeting have the
ability to speak to and hear from every other
Section 8: Waiver of Notice. Attendance by
a Director at a Board meeting shall constitute a
waiver by such Director of notice of that meeting.
Any Director may, in writing, waive that
Director’s notice of a meeting at any
Section 9. Board Action Without a Meeting.
The Board may take action without a meeting by
adoption of a resolution of unanimous consent, to
the extent permitted by applicable law.
Section 10. Quorum. Forty percent (40%) or
more of the Directors then in office shall
constitute a quorum for the transaction of
business at all meetings of the Board.
Section 11 Required Director Votes. A
majority of the votes entitled to be cast on a
matter to be voted upon by the Directors present
at a meeting at which a quorum is present will be
necessary for the adoption thereof unless a
greater proportion is required by law or by these
Section 12. Election of Elected Directors.
The Nominating Task Force shall nominate
candidates for election as Elected Directors. The
Nominating Task Force shall consist of three
people: (1) one current Director (who shall be
selected by the Board), (2) one non-director (who
shall also be selected by the Board), and (3) the
Administrative Director (who shall be an
ex-officio member of the Nominating Task Force).
For the two members of the Nominating Task Force
to be selected by the Board, the Board shall
attempt to select persons who represent diverse
aspects of the recorder community. Members of the
Nominating Task Force are ineligible to become
candidates for the then current election.
Nominating Task Force members shall serve one year
terms. The Members shall elect the Elected
Directors. The election of Directors shall be held
by mail in accordance with the election procedures
established by the Board and with Section 355.266,
Section 13: Appointment of Appointed Directors.
The Elected Directors shall recruit and appoint
(by a majority vote of the Elected Directors) up
to five (5) additional people to serve as
Appointed Directors. The Appointed Directors
should represent diverse interests of the
community or needs of the Board.
Section 14: Administrative Director Not a
Director. The Administrative Director (as
described in Article VI hereof) shall not be a
Section 15: Resignation and Termination. A
Director’s resignation from the Board must be in
writing and received by the Secretary. An Elected
Director may be removed from office with or
without cause by a vote of the Members in
accordance with Section 355.346, RSMo. An
Appointed Director may be removed with or without
cause by a majority vote of the Elected Directors
then in office. In the event of a removal of an
Elected Director or an Appointed Director, an
announcement shall appear in an organ of the
Section 16: Vacancies. If a Director
(Elected Director or Appointed Director) resigns,
is terminated, or for any other reason is unable
to complete the term of his or her office, the
Board may, at its discretion and by majority vote,
appoint a person to fill the vacant position for
the remainder of such Elected Director’s term.
Section 17: Indemnification of Directors.
The Society shall indemnify its Directors and, in
the discretion of the Board, other persons, to the
full extent permitted by Sections 355.461 to
355.501, RSMo, inclusive, and otherwise to the
full extent allowed by Missouri law.
Section 18. Limitation of Liability. The
personal liability of a Director, or a person
indemnified by the Society, shall be limited in
accordance with the Volunteer Protection Act, 42
USC §§14501 to 14505, inclusive, and otherwise
to the full extent allowed by Missouri law.
Section 19. Funds. All funds of the
Society, from whatever source, shall be deposited
in bank or investment accounts selected or
approved by the Board, and the name of the account shall be the name of the Society.
ARTICLE IV - OFFICERS
Section 1. Officers. The Officers of the Society shall be a President, a Vice-President, a Secretary, a Treasurer, an Assistant Secretary, and an Assistant Treasurer. Only Directors may serve as Officers of the Society. One individual may simultaneously hold more than one office.
Section 2. Appointment of Officers. The Officers of the Society shall be appointed by the Board for such respective terms as the Board may prescribe. Any vacancy, for whatever reason, shall be promptly filled by the Board upon the occurrence of the vacancy.
Section 3. Removal. Any officer may be removed with or without cause by a majority vote of the Board.
Section 4. President. The President shall preside at all meetings of the Board and all meetings of the Executive Committee. The President shall serve as the Society’s official spokesperson in matters of public announcement, and shall otherwise carry out the duties normally associated with the position of president of a nonprofit corporation.
Section 5. Vice-President. The Vice President shall perform such duties and exercise such powers as the Board may prescribe, subject to the supervision of the President.
Section 6. Secretary; Assistant Secretary. The duties of the Secretary shall be to prepare, keep, and report the minutes of the meetings; to authenticate records of the Society; to attest to the signature of President, Vice-President and/or the Treasurer, as the case may be; and to perform such other duties as generally required of the office. The Assistant Secretary shall assist the Secretary in the performance of the Secretary’s duties, and the Assistant Secretary shall stand in for the Secretary as needed.
Section 7. Treasurer; Assistant Treasurer. The duties of the Treasurer shall be to have custody of the financial records of the Society, to maintain such financial records of the Society as may be established, and to perform such other duties as generally required of that office. The Treasurer shall issue a report at each Board meeting. The Treasurer shall preside at all meetings of the Finance Committee. The Assistant Treasurer shall assist the Treasurer in the performance of the Treasurer’s duties, and the Assistant Treasurer shall stand in for the Treasurer as needed.
ARTICLE V - COMMITTEES
Section 1: Creation of Committees. The Board may create committees as needed. There shall be two standing committees: the Executive Committee and the Finance Committees. The President shall appoint the chair (who must be a Director) of committees other than the Executive Committee and the Finance Committee.
Section 2: Executive Committee. The Executive Committee is comprised of the President, the Vice-President, the Secretary, and the Treasurer. The President shall be the chair of the Executive Committee. Except as limited by Section 355.406.5, RSMo, the Executive Committee may exercise the Board’s authority, subject to the direction and control of the full Board.
Section 3: Finance Committee. The Finance Committee is comprised of the Treasurer, two additional Directors, and the Administrative Director. The Treasurer is chair of the Finance Committee. The two additional Directors shall be appointed by the Board. The Administrative Director shall serve as an ex-officio member of the committee, but shall have no voting rights. The Finance Committee shall be responsible for developing and reviewing fiscal procedures and the annual budget with staff and the Board. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall begin September 1st and end August 31st. The financial records of the organization shall be made available to the Members, to the Board, and to the public (upon reasonable request).
ARTICLE VI – ADMINISTRATIVE DIRECTOR AND STAFF
The Board shall hire the Administrative Director (who shall not be a Director). The Administrative Director is responsible for hiring and supervising other staff of the Society. The Administrative Director shall have day-to-day responsibility for carrying out the Society’s Mission and the Board’s policy. The Administrative Director shall attend all Board meetings, report on the progress of the Society, answer questions of Directors, and carry out the duties described in the Administrative Director’s job description. The Board may terminate the Administrative Director’s employment with or without cause at any time.
ARTICLE VII – CHAPTERS
Subject to the control of the Board, local chapters (“Chapters”) of the American Recorder Society may be formed by Members. Chapters shall consist predominantly of Members, but not all participants in Chapters need be Members. Chapters shall operate in accordance with the Mission of the Society. Each Chapter shall organize its own administration and activities according to local needs and interests of its Chapter participants. Each Chapter shall manage its finances independently. Without limiting the generality of the foregoing sentence, the Society shall not be responsible for collecting dues from Chapter participants and shall not be responsible for any debts or liabilities of any Chapter. Chapters may not enter into contracts on behalf of the Society. The Board may prescribe additional rules and regulations pertaining to the operation of Chapters.
ARTICLE VIII - AMENDMENTS
An amendment to these Bylaws must be approved by: (a) the Board by majority vote; and (b) by the Members by the affirmative vote of two-thirds of the votes cast or a majority of the voting power, whichever is less. Amendments to these Bylaws may be proposed by the Board or by written petition signed by at least five percent (5%) of Members and submitted to the Secretary. The proposed amendment or amendments shall be submitted by the Board to the Members by such means as the Board may determine to be most suitable under the circumstances, but such submittal to the Members shall occur no later than six (6) months after such petition has been submitted to the Board. An amendment may be voted upon by mail provided that the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
ARTICLE IX – DISSOLUTION
Dissolution of the Society may only be caused pursuant to Section 355.671, RSMo, and any such dissolution shall proceed in accordance with Section 355.676, RSMo. The plan of dissolution shall provide that any assets of the Society that remain after the payment of the Society’s liabilities shall be distributed to a public benefit corporation that is exempt under Section 501(c)(3) of the Internal Revenue Code.