The Constitution printed below is now OFFICIAL and operative, having been carefully amended and approved for ratification at the 1973 Annual Meeting of IDRS in Sioux Falls, S.D. The mail ballot ratification was carried out between December 1973 and February 1974. Ratification was effected by a unanimous vote of approval on the part of all members who mailed their ballots to Lowry Riggins, 1974 Corresponding Secretary.
The name of this society shall be International Double Reed Society. This organization was founded in Ann Arbor, Michigan, in August 1972, and is a nonprofit organization 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 Daniel J. Stolper. 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 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 world-wide 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 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; 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.
The Society shall have the powers necessary and proper to the achievement of the aforementioned purposes for which the Society is organized.
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).
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.
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.
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.
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.
Dues from the membership will support the activities of the Society, as well as providing for subscription to the annual journal and a newsletter. Additional fees may be charged for special services.
The fiscal year of the Society shall be the calendar year.
The founding membership of this Society shall constitute the incorporators of the corporation.
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.
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 the members voting by a mailed ballot.
Application for membership, with dues shall be sent to the Treasurer of the Society.
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.
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.
The officers of the Society shall be President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Editor of Publications. All of them, except the Editor of Publications, shall be elected by ballot from among the membership. These officers shall hold office for one year with the possibility of succession, to a maximum of four consecutive years.
The officers shall form the Executive Committee and shall be empowered to carry on the business of the Society between annual meetings.
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. If a vacancy occurs, the President, with the consent of the Executive Board, shall appoint an interim officer.
The duties of the 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.
The Editor of Publications shall be selected by the President with the consent of the Executive Committee. The Editor 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 of these periodicals.
The President of the Society shall appoint any other committees as needed and shall himself be an ex-officio member of all committees. He may change or remove members and dissolve such committees. The members of any committee shall elect a chairman of the committee.
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 him in the work and operation of the library.
There shall be an annual General Meeting, including a business meeting, open to all members, the time and place to be determined by the Executive Committee.
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.
The President, after consultation with the Executive Committee, may call special meetings to plan for the particulars of Ad Hoc projects.
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.
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 the latest edition 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 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.
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 librarian of the Society as a source of assistance to the Editor.
The Society may 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 the fostering and encouragement of musical performances by the members.
The Constitution of this Society may be altered, amended or repealed by a two-thirds majority of the votes cast by the membership.
Upon dissolution of the corporation, the Executive Committee shall, after paying or making provision for payment of all 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.