The following is the newly
revised Constitution with Amendments approved at the I. D. R.
S. Conference in Las Vegas included. Ed.
ARTICLE I - Name
The name of this not for profit
corporation shall be Inter
national Double Reed Society.
ARTICLE II - Location
The principal office of the corporation is Columbus, Ohio.
ARTICLE III - Objectives and Purposes
The Society objectives and purposes are:
(a)Those purposes set forth in the corporation's Articles of
Incorporation.
(b) To enhance the art of double reed playing by encouraging the
improvement of instruments, tools, and reed-making material; encouraging
the composing and arranging of music for double reeds, both as
solo and ensemble instruments, and to commission such works; assisting
teachers and students of double reed instruments to attain high
standards of performance; encouraging cooperation and an exchange
of ideas between the music industry and the Society; but to exclude
any commerical influence in the governing of the Society.
(c) To give double reed musicians, and all those interested in the problems peculiar to performers, teachers, students, and manufacturers of double reed instruments, a means and body through which communication can be fostered on a world-wide basis.
(d) To serve as a clearing house for ideas of general interest by establishing a library for the receipt and dissemination to the Society's members of information, ideas, and research into all fields pertaining to double reeds.
(e) To publish an annual scholarly journal
and three newsletters to be distributed to all members.
To conduct a yearly general meeting at which business of the Society
will be voted upon; to provide members and the general public
with opportunities for meeting for the discussion of professorial
topics; and to do other such lawful things as are incidental to
the purposes of the Society.
ARTICLE IV - Powers
Section 1:
(a) The Society shall have the powers necessary and proper
to the achievement of the aforementioned purposes for which the
Society is organized.
(b) The Society shall have the power to engage and retain the services of an Executive Secretary-Treasurer to facilitate the orderly transaction of all daily business of the Society, including maintenance of financial records, the collection of dues and other monies, and the disbursement of funds for usual and ordinary operating expenses. The Executive Secretary-Treasurer shall provide periodic financial statements to the Executive Committee, and an annual report to the membership.
(c) The Executive Secretary -Treasurer
shall serve at the pleasure of the Executive Committee for an
indefinite period. Incapacity to act, fraud, or other acts of
malfeasance shall be grounds for immediate termination of the
service contract with the Executive Secretary Treasurer. The Executive
Secretary -Treasurer shall receive an honorarium for his services,
and reimbursement for certain expenses as may be established by
the Executive Committee. The amount of the honorarium shall be
established by the Executive Committee.
(d) The Executive Secretary -Treasurer shall be a non-voting member
of the Executive Committee.
Section 2. Notwithstanding any other provisions of these
articles, the Society shall not carry on any activities not permitted
to be carried on by a corporation exempt from federal income tax
under Section 50 1(c) (3) of the Internal Revenue Code (or the
corresponding provision of any future United States Internal Revenue
Law).
Section 3. No part of the net earnings of the Society shall
inure to the benefit of, or be distributable to, its members,
officers, or other private persons, except that the Society shall
be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance
of the purposes set forth in Article III hereof. No substantial
part of the activities of the Society shall be the carrying on
of propaganda, or otherwise attempting to influence legislation,
and the Society 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.
Section 4. The Society may hold real estate, and own copyrights and property. No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Committee. Such authority may be general or confined to specific instances.
Section 5. This Society may accept outright any unrestricted gifts, grants, or endowments that may be presented by any person, firm, or corporation, and such gifts, grants, or endowments shall be placed on the general funds of the Society to be used, as directed by the Executive Committee, for the aims and purposes of the Society.
Section 6. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by the Executive Secretary-Treasurer. The President shall have this authority in the event that the Executive SecretaryTreasurer is unable to attend to his duties. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such Banks, trust companies or other depositories as selected by the Executive Committee.
Section 7. Dues from the membership will support the activities of the Society, as well as providing for subscription to the annual journal and a newsletter.
Section 8. The fiscal year of the Society shall be the calendar year.
ARTICLE V - Membership
Section 1. The founding membership of this Society shall consist
of the members of this corporation's predecessor in interest,
that being the International Double Reed Society, a Michigan non-profit
corporation as those members were listed on the membership rolls
of said corporation as of December 31, 1980.
Section 2. Membership
of this Society shall be open to all persons interested in double
reeds upon payment of annual dues, and all members shall be entitled
to all rights and privileges of membership in the Society, including
a subscription to the annual journal and one of the regularly
published newsletters. Members shall pay annual dues, shall have
the right to a voice and a right to a vote for electing officers
and for other such matters presented for voting.
Section 3. There shall be four types of membership: (a)
regular member, (b) student member, (c) library member, and (d)
contributing member. The only distinction categorizing these three
types of membership shall be the amount of dues to be paid. The
dues will be determined by the Executive Committee, and must be
approved by a majority of the general membership voting by a mailed
ballot.
Section 4. Application for membership, with dues, shall be sent to the Executive Secretary-Treasurer of the Society.
Section 5. As memberships are received from countries other than the United States, the Executive Committee shall take appropriate action to ensure their representation in the Society, and to foster a truly international organization.
Section 6. A special category of Honorary Membership may be created for persons of unusual distinction. Such persons can be nominated at any time by the Society's membership and may be elected to honorary status upon receiving two-thirds vote of the voting members at the annual business meeting.
ARTICLE VI - Officers
Section 1. The officers of the Society shall be President,
Ist Vice-President, 2nd Vice-President, Secretary, Immediate Past
President, Business Liaison, and Editor(s) of Publications. All
of them except the Business Liaison and the Editor(s) of Publications
shall be elected by ballot from among the membership. The elected
officers shall hold office for two years with the possibility
of succession to a maximum of four consecutive years.
Section 2. The elected officers shall form the Executive Committee and shall appoint the Business Liaison and Editor(s) of Publications who shall serve at the pleasure of the Executive Committee for an indefinite period. The Business Liaison and the Editor(s) of Publications shall also serve as members of the Executive Committee. The Executive Committee shall be empowered to carry on the business of the Society between annual meetings.
Section 3. The Executive Commitee by a two-thirds vote may remove from office any officer who is unable to attend meetings and is unable to attend to the duties of his office when, in the opinion of the Committee, the effectiveness of the Society is impaired. If a vacancy occurs the President, with the consent of the Executive Committee, shall appoint an interim officer to serve until the next general meeting. Should the vacancy occur in a non-election year a special election will be held (at the general meeting) to fill the office for the remaining year of the term.
Section 4. The
duties of the elected officers are:
(a) The President (and in his absence the lst VicePresident) shall
preside at all meetings of the Society, shall be the chief executive
officer of the Society, shall bean "ex-officio" member
of all standing and special committees with the power to fill
vacancies on all committees. The President shall engage necessary
secretarial assistance.
(b) The 1st Vice-President shall act in the absence of the President, and accept other such responsibilities and assignments as the President may request.
(c) The 2nd Vice-President shall act
as an international representative to the Society.
(d) The Secretary shall be responsible for recording the proceedings
of all general meetings of the Society, and presentation of these
minutes to the following general meeting.
(e) The Immediate Past President shall act in an advisory capacity to the Executive Committee and accept other assignments as requested by the President.
Section 5. The Business Liaison will be responsible for matters pertinent to the Society's relationship with members of the music industry.
Section 6. The Editor(s) of Publications will be responsible for the publication of the annual journal and of the newsletters. He may select a staff to assist him in the preparation and publication of these periodicals.
ARTICLE VII - Committees
Section 1. The President of the Society shall appoint any
other committees as needed and shall be an ex-officio member
of all committees, may change or remove members and dissolve such
committees. The members of any committee shall elect a chairman
of the committee.
Section 2. The library of the Society [Article III, (b)] shall be maintained by a permanent librarian, who shall be appointed by the President with the approval of the Executive - Committee. The librarian may select a staff to assist in the work and operation of the library.
ARTICLE VIII - Meetings
Section 1. There shall be a general
Annual Meeting, including a Business Meeting, of all members,
the time and place to be determined by the Executive Committee.
Section 2. There shall be a minimum of one meeting a year of the Executive Committee. Additional meetings of this Committee may be called by the President alone or at the request of a majority of the Committee. The President shall determine the time and place of meetings.
Section 3. The President, after consultation with the Executive Committee, may call special meetings to plan for the particulars of Ad Hoc projects.
Section 4. Sufficient time must be given to members to plan attendance at all meetings, with two months a minimum notice for Executive Committee meetings. There will be no time minimum notice for special meetings.
Section 5. A quorum at General meetings shall be those in attendance. If voting includes a ballot by mail, these shall be counted as in attendance. A quorum at Executive Committee meetings shall be majority of filled seats of the Committee. There shall be no voting by proxy at any meeting. The Rules and Order of Business of Robert's Rules of Order shall govern the Society in all cases where they are applicable and in which they are not inconsistent with the Constitution and By-Laws of the Society. A general report on the affairs of the Society shall be submitted at the annual General Meeting of the Society, by the Executive Committee.
Section 6. Any member may propose new business to the Executive Committee to be brought before the membership for discussion and voting.
ARTICLE IX - Publications
The publications of the Society shall include an official
scholarly journal to be published annually and newsletters. The
publications are the responsibility of the Editor(s) of Publications,
staff personnel appointed by the Editor(s), and the Librarian
of the Society as a source of assistance to the Editor(s).
ARTICLE X - Regional Chapters
The Society will encourage and assist the formation of regional
chapters for the purposes of more frequent meetings of members,
more widely varied activities of the Society between annual meetings,
and to foster and encourage musical performances by the members.
ARTICLE XI - Amendments
The Constitution of this Society may be altered, amended or
repealed by a two-thirds majority of the votes cast by the membership.
ARTICLE XII - Distribution of Assets Upon Dissolution
Upon dissolution of the corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to (and only to) one or more organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine.
The officers of the Society shall consist of those individuals who are officers of this corporation's predecessor in interest, that being the International Double Reed Society, an Ohio non-profit corporation.