This proposed constitution places a great deal of authority in the office of the President and in the Executive Committee, for the conducting of the business of the Society. This is necessary on the formative years of the Society so that it can become a well-established and viable organization. Over the years, the Constitution and By-Laws of the Society will require constant reinterpretation and amendment to decrease the distance between members and those who are elected by them and are accountable to them. The intent is to give the individual member a greater voice in the actions of the Society and to establish a system in which there is review and appeal from decisions, with the ultimate review and appeal being to the individual voting member.
The name of this Not For Profit Corporation shall be International Double Reed Society. This organization was founded in Ann Arbor, Michigan, in August 1972, and was incorporated in this name under the laws of the State of Michigan.
The headquarters of the Society shall be in the United States. The initial registered office of the corporation is East Lansing, Michigan, and its registered agent at such address is Dr. Edgar L. Kirk. The address of the registered office may be changed from time to time by the Executive Committee of the Society.
The objectives and purposes of this Society are:
(a) To give to double reed musicians, and to all those interested in the problems peculiar to performers, teachers, students, and manufacturers of double reed instruments, a means and body through which communication and fellowship can be fostered on a worldwide basis.
(b) 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.
(c) To publish an annual scholarly journal to be distributed to all members, and to provide members a choice of two separate newsletters to be published on a regular basis, one for oboists and one for bassoonists.
(d) 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 commercial influence in the governing of the Society.
(e) To conduct a yearly general meeting at which business of the Society will be voted upon; to provide members with opportunities for meeting for the discussion of professional topics; and to do other such lawful things as are incidental to the purposes of the Society
Section 1.
The Society shall have the powers necessary and proper to the
achievement of the aforementioned purposes for which the Society is organized.
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 501 (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 and
distribution of statements) any political campaign on behalf of any candidate
for public office.
Section 4.
This 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 Treasurer. The President shall have this
authority in the event that the Treasurer 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.
Section 1.
The founding membership of this Society shall constitute the
incorporators of the corporation.
Section 2.
Membership to 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
the right to a vote for electing officers and for other such matters presented
for voting.
Section 3.
There shall be three types of membership: (a) regular
member, (b) student member, and (c) 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 those voting at a general business meeting of members.
Section 4.
Application for membership, with dues, shall be sent to the
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.
Section 1.
The elected officers of the Society shall be President,
Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and
Editor of Publications. All of them shall be elected by ballot from among the
membership at the Annual Meeting. These officers shall hold office for one year
with the possibility of succession, to a maximum of four consecutive years.
Section 2.
The elected officers shall form the Executive Committee and
shall be empowered to carry on the business of the Society between annual
meetings.
Section 3.
The Executive Committee 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.
Section 4.
The duties of the elected officers are:
(a) The President (and in his absence, the Vice-President) shall preside at all meetings of the Society; he shall be the chief executive officer of the Society and a member ex-officio of all special and standing committees. He shall have power to fill vacancies in all committees. He shall engage necessary secretarial assistance.
(b) The Vice-President shall act in the absence of the President, and accept other such responsibilities and assignments as the President may request.
(c) The Recording 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.
(d) The Corresponding Secretary shall be responsible for the correspondence of the Society.
(e) The Treasurer shall be responsible for maintaining the financial records of the Society. He shall be the only officer normally allowed to disburse funds, however the President will have this authorization in the event the Treasurer is unable to attend to his duties. The Treasurer will also maintain up-to-date membership lists and will send up-to-date lists to the Corresponding Secretary.
(f) The Editor 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.
Section 1.
In addition to the Executive Committee there shall be the
following Constitutional Committees: By-Laws Committee, Nominating Committee,
Program Committee, Finance Committee, Publicity Committee, and Library
Committee. The President of the Society shall appoint these committees and shall
himself be an ex-officio member of all committees. The President of the
Society may appoint other committees as needed, and he may change or remove
members and dissolve such committees. The members of each committee shall elect
a chairman of the committee.
Section 2.
The Library Committee shall be responsible for the
maintenance of a Library to serve the needs of the Society as described in
Article III of this constitution. This committee shall compile a bibliography of
articles written about double reeds; shall compile graded lists of solo and
ensemble material for double reeds; and shall work closely with the Editor of
Publications, who will ex-officio be a member of the Library Committee,
to collect material for publication in the journal.
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 general meetings and two
weeks 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 a 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.
The publications of the Society shall include an official scholarly journal to be published annually, a newsletter for oboists, and a newsletter for bassoonists. The publications are the responsibility of the Editor of Publications, staff personnel appointed by him, and the Library Committee as a source of assistance to the Editor.
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.
The Constitution and By-Laws of this Society may be altered, amended, or repealed and new By-Laws may be adopted by a three-fourths majority of the votes cast by members at any General Annual Meeting, or at any special General Meeting called for that purpose.
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.