BYLAWS of
The Reed Organ Society, Inc.
Adopted 5 October 2013
ARTICLE I: NAME AND ORGANIZATION
SECTION 1. The name of this international non-profit corporation shall be the Reed Organ Society, Incorporated. The corporation shall hereinafter in these Bylaws be referred to as the Society.
SECTION 2. The organization shall be incorporated in the State of New York.
SECTION 3. The corporate mailing address of the Society shall be the same as the surface mail address of the current Reed Organ Society Treasurer.
ARTICLE II: PURPOSES
The purposes of this international Society shall be:
1. To bring together through publications, correspondence and meetings, persons interested in free-standing reed organs of the American and Anglo-European traditions, including their historical antecedents and contemporary offshoots;
2. To make such reed organs known to the public as historically important and musically viable instruments, through publicity and encouragement of performance;
3. To locate and document extant reed organs;
4. To preserve materials relating to reed organs and their builders;
5. To encourage the restoration and preservation of extant instruments by supplying historical and technical information;
6. To reprint reed organ publications, including advertising, catalogs, brochures, and booklets;
7. To locate, preserve, publish, and record extant reed organ music; to encourage new compositions and arrangements; and to promote the performance of music written expressly for reed organs;
8. To foster education and scholarly research in the reed organ field;
9. To create and maintain liaisons with related organizations and institutions to support these purposes.
ARTICLE III: MEMBERSHIP
SECTION 1. INDIVIDUAL membership is, upon payment of annual dues, open to any person interested in free-reed instruments within the scope of this Society [as defined in Article II (1)], whether the interest is amateur, professional, technical, or historical.An individual member is entitled to one vote and is eligible for nomination to any office in the Society as provided in these Bylaws.
SECTION 2. HOUSEHOLD membership is, upon payment of annual dues, open to two adults living at the same address--with the understanding that the household shall receive one copy of all notices and entitled publications. The names of the household members as listed on the membership application or membership renewal form shall be printed in the next available Directory or its supplements. Each of these adults shall have full voting rights, and is eligible for nomination to any office in the Society as provided in these Bylaws.
SECTION 3. CORPORATE membership is available to any organization, institution, or business, upon payment of annual dues. A corporate membership shall be entitled to one vote regardless of the number of persons included in the organization, institution, or business. Corporations or institutions may not hold office in the Society.
SECTION 4. HONORARY membership may be bestowed upon an individual, institution, or corporation that has exhibited unusual and sustained diligence in promoting the goals and purposes of the Society. Honorary members shall pay no dues, nor have voting or office-holding privileges. Honorary membership shall be granted or concluded at the discretion of the Executive Council.
SECTION 5. LIFETIME membership may be granted to any regular member in recognition of outstanding service in the field of the Society's interests, by being nominated by any two members and approved by the Executive Council. A Lifetime member shall pay no dues, but shall be entitled to all privileges of individual membership.
ARTICLE IV: DUES AND FEES
SECTION 1. The membership year and the fiscal year of the Society shall be January 1 through December 31.
SECTION 2. All dues, individual, household, or corporate, shall be fixed by the Executive Council.Persons joining anytime before October 1 during the membership year shall receive all publications entitlements for that year.Persons joining after October 1 shall be credited with the following year’s membership.
SECTION 3. All members paying dues, as well as Honorary and Lifetime members, shall receive copies of the Society's journal, annual Membership Directory, and all other membership benefits.
SECTION 4. The Council shall have the right to set fees deemed necessary for special services to members; for all types of advertising within the Society's journal; and for special publications, including reprints.
ARTICLE V: ORGANIZATION AND GOVERNANCE
SECTION 1. The governance of the Society is vested solely in the Executive Council (hereinafter referred to as the Council), which is comprised of the Officers and Councilors—both elected and ex officio as established in these Bylaws.
SECTION 2. The Society shall have officers elected from the Society’s membership consisting of a President, a Vice President, a Secretary, and a Treasurer.
SECTION 3. The elected Officers shall each serve a two-year term, with a maximum of three consecutive terms in the same office with the exception of the Treasurer, who may serve without limit.Partial terms shall not be applied against this term limit.
SECTION 4. The elected Officers of the Society shall have such powers and duties as may be specifically set forth in these Bylaws, or as may from time to time be specifically conferred, imposed, or limited by the Council.
A. THE PRESIDENT shall be the chief executive officer of the Society. The President shall preside at any meetings of the Society or of the Council, and shall be a member ex officio of all special and standing committees of the Society, with the exception of any Nominating Committee.
B. THE VICE PRESIDENT shall perform such duties as may be prescribed or imposed by the Council and, in the absence or disability of the President, shall perform the duties and exercise the powers of the President.
C. THE SECRETARY shall keep or cause to be kept minutes of meetings, copies of official correspondence, and shall have such other duties as are generally required of a secretary.
D. THE TREASURER shall have the general supervision over management of the funds of the Society; shall keep or cause to be kept full and accurate records and accounts of receipts and disbursements in books belonging to the Society; and shall deposit in a secure place all monies or other valuable effects of the Society in the name of and to the credit of the Society.The Treasurer shall prepare or cause to be prepared a Financial Statement at the close of each calendar year, and shall transmit this Statement to the Council.The Treasurer shall also prepare, or cause to be prepared, all forms required to be filed with the United States Internal Revenue Service.An independent audit shall be made of the financial records annually, and a written report submitted to the Council.
SECTION 5. Councilors shall be elected or appointed (as provided below) from the Society's membership.Elected Councilors shall each serve a two-year term, with a maximum of three consecutive terms in the same office. Partial terms shall not be applied against this term limit.
A. There shall be four (4) Councilors elected to represent four areas of the United States, defined as follows:
1. NORTHEAST: comprising the States of Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont.
2. SOUTH: comprising the States of Alabama, Delaware, Florida, Georgia, Kentucky, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, and the District of Columbia.
3. MIDWEST: comprising the States of Arkansas, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, and Wisconsin.
4. WEST: comprising the States of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming.
B.At least three (3) other Councilors shall be elected from the membership from countries/geographical areas outside the U.S.
C. The Council shall include three (3) ex officio members, who shall be appointed from the membership: the Editor of the Reed Organ Society Quarterly; the Manager of the Reed Organ Registry and Database; and the Website Manager.These appointees may serve at the pleasure of the Council, without term limits.
D. There may be additional Councilors to represent other geographical areas or areas of specific interest to the Society, to be determined by the Council.These shall be defined in the current Directory.
SECTION 6. The duties of the Councilors shall be to further the general objectives of the Society by: (a) representing their constituents, or their areas of responsibility, with their proposals and concerns; (b) regularly submitting or encouraging submission of materials for publication in the Society's journal; (c) advising the Officers on general governance matters pertaining to the operation of the Society; and (d) together with the Officers, filling a vacant office in event of resignation, illness, or death, either on a pro tem basis or to complete said term.
SECTION 7. Each member of the Council shall have one vote in all matters that shall come before it.In the event that one person holds two or more voting positions, that person shall be entitled to only one vote.
ARTICLE VI: PUBLIC COMMUNICATIONS
The Society shall engage in public communications intended to further the Purposes of the Society as set forth in Article II, to include but not be limited to the following membership benefits:
1. A journal, which shall be called the Reed Organ Society Quarterly. The journal shall be published once in each quarter of the calendar year. The Society shall publish every five years a Cumulative Index to the Quarterly.Excess stock of these publications may be made available for sale to members or the general public.
2. An Internet presence, to include but not be limited to a Reed Organ Society website which shall incorporate a reed organ registry database.It may also include such items as social media implementations, educational and research materials, and initiatives that may be interactive and may be targeted at specific audiences, as well as other initiatives, all recommended by the appropriate committee and authorized by the Council.
3. A Directory, print or digital or both, to be published in the second quarter of the year, which shall comprise as a minimum an annual roster of members. Additionally, a list of registered reed organs (a summary of the database), the Bylaws, and sources of such other information useful to the membership as determined by the Council and its publication committees may be included. The annual roster of members shall be available only to members.
4. Special publications as authorized by the Council, print or digital or both, such as newsletters, brochures, catalogs, books, music, and audio or video recordings. At the discretion of the Council with advice from the appropriate committees, these special publications may be offered as premiums to members, or for sale to members and to the general public.
ARTICLE VII: ELECTIONS AND VOTING
SECTION 1: A Nominating Committee, appointed in alternate years by the Council not later than February 1 and consisting of three (3) members, one of whom shall be designated as chairperson, shall prepare a slate of candidates with up to three (3) candidates for each office. Each nominee must be a member of the Society, and give permission to the Nominating Committee to have her or his name placed in nomination.The names of the Nominating Committee shall be published in the first quarter issue of the Reed Organ Society Quarterly.
SECTION 2: Voting may be by written ballot to be included in the third quarter issue of the Reed Organ Society Quarterly, or by any standard voting procedure at a properly called meeting of the Society.There shall be provision for write-in candidates, or nominations from the floor, all of whom must be members of the Society. If the Nominating Committee has nominated no more than one candidate per office, and there are no additional nominations from the floor, the President may ask the assembly for permission to cast a single vote in acceptance of the slate by unanimous consent.
SECTION 3: In the event of an election by mailed or digital written ballot, members shall mail (surface mail or digital mail) their ballots to an Election Committee of at least two members, appointed by the Council.The Election Committee shall tally and verify the votes and report the results to the Council not later than forty-five days after the mailing of ballots, whereupon the current President shall be required to inform the newly elected officers and councilors of their election. The names of the new officers and councilors shall be published in the fourth quarter issue of the Reed Organ Society Quarterly.
SECTION 4: Officers and councilors shall be elected by a simple plurality of votes cast.
SECTION 5: Elected officers and councilors shall assume their positions on the January 1 following their election.
SECTION 6: Outgoing officers and councilors shall release all Society materials to the newly elected officials by January10.
ARTICLE VIII: VACANCIES
SECTION 1: If the office of President becomes vacant, the Vice President shall automatically become President for the remainder of the term.If the Vice President is unable to assume the position of President, the Council shall fill that office by appointment.
SECTION 2: If the office of Vice President, Secretary, Treasurer, or a Councilor becomes vacant, the Council shall fill such office by appointment for the remainder of the term.
ARTICLE IX: MEETINGS
SECTION 1. A meeting of the Council shall be deemed to have occurred when either:
A. Any number of Council members gathers together in one place and the President or the President's representative calls a meeting to order. For any governance to take place affecting the membership at large, a majority of the Council members in office at that time must be present, who may make decisions by majority vote.OR
B. Issues are discussed and voted upon by written and/or electronic communications, provided that all Council members are copied in any discussion and vote, and the Secretary is copied for the official records.Decisions affecting the membership at large shall require a majority vote of all Council members in office at that time. Electronic and surface mail meetings shall follow as nearly as practicable the current edition of Robert’s Rules.
SECTION 2. A meeting of the membership at large shall be deemed to have occurred when either:
A. Any portion of the membership gathers together in one place and the President or the President’s representative calls a meeting to order.For any governance to take effect after such a meeting, at least a majority of the Council members plus 5% (five per cent) of the membership at large shall have been present. Decisions at such a meeting shall carry by a two-thirds vote and shall have the automatic approval of the Council.OR
B. A poll of the membership is conducted by mail, and a quorum of responses is gathered by the Secretary. For this purpose, a quorum is defined as 20% (twenty per cent) of the membership at the time a ballot is mailed. The Secretary shall tabulate and report the result at the close of 45 (forty-five) days after the mailing date of the poll.Decisions affecting the membership at large shall require a majority vote, and shall have the automatic approval of the Council.
SECTION 3. A meeting as defined above may be convoked:
A. By the Society's President; or
B. At the request of at least two-thirds of the Council members; or
C. Upon written petition to the Secretary by at least 10% (ten percent) of the membership at large.
ARTICLE X. APPOINTED POSITIONS; STANDING AND AD HOC COMMITTEES
SECTION 1. EDITOR OF THE REED ORGAN SOCIETY QUARTERLY
A. The President of the Society shall select an Editor of the Reed Organ Society Quarterly with the advice and approval of the Council.
B. The Editor shall be responsible for the content of the Reed Organ Society Quarterly. The Editor may also select and chair a Quarterly Committee as needed to assist in its production. The Reed Organ Society Quarterly Editor shall be an ex officio member of the Council and have one vote.
SECTION 2: REED ORGAN SOCIETY WEBSITE MANAGER
A. The President of the Society shall select a Website Manager with the advice and approval of the Council.
B. The Website Manager shall be responsible for the operation of the Reed Organ Society website. The Manager may select and chair Website Committees/Subcommittees as required to support the work of the website.The Website Manager shall be an ex officio member of the Council, and shall have one vote.
C. The Website Manager and supporting committees shall coordinate with providers of other Reed Organ Society publications to ensure consistency of message and content.
SECTION 3: REED ORGAN REGISTRY DATABASE MANAGER
A. The President of the Society shall select a Reed Organ Registry Database Manager with the advice and approval of the Council.
B. The Reed Organ Registry Database Manager shall be responsible for the operation of the Reed Organ Registry Database, including the approval and preparation of all registrations for inclusion in the database. The Database Manager may select and chair Reed Organ Registry Database Committees/Subcommittees as required to support the work of the registry.The Reed Organ Registry Database Manager shall be an ex officio member of the Council, and shall have one vote.
C. The Reed Organ Registry Database Manager shall coordinate with the Reed Organ Society Website Manager to ensure full and accurate access to the Registry via the Website.
SECTION 4: PUBLICATIONS SECRETARY
A. The Council shall appoint a Publications Secretary.
B. The Publications Secretary shall be responsible for maintaining and storing all back issues of the Reed Organ Society Quarterly and other ROS-authorized formal publications, including reprinting of exhausted issues.
C. The Publications Secretary shall be responsible for filling requests for copies of all back issues, brochures, missing issues, and other past Reed Organ Society formal publications.This responsibility does not include the initial distribution of such issues.
SECTION 5: MEMBERSHIP SECRETARY
A. The Council shall appoint a Membership Secretary.If deemed that more than one person is required to fill the task, the Council shall appoint a Membership Committee with one of the members being appointed as Membership Secretary.
B. The Membership Secretary shall be responsible for maintaining a current listing of all members, receive and process all new membership applications, mail membership information to prospective members, and prepare an annual mailing of renewal forms.
C. The Membership Secretary shall prepare an annual Membership Directory of all current members and, from time to time, provide an updated membership list for inclusion as an insert in the Reed Organ Society Quarterly.
D. The Membership Secretary shall prepare mailing labels as needed for mailing of the Reed Organ Society Quarterly, Directory, and other mailings, and/or coordinate with the Website Committee for quality digital or on-line publications and communications with the membership.
E. All monies received by the Membership Secretary shall be transferred to the Treasurer in a timely manner.
F. The Membership Secretary shall be an advisory member of the Council, but have no vote. The Treasurer and Membership Secretary may, upon concurrence of the Council, be held by the same person, who, in that event, will have one vote.
SECTION 6: REED ORGAN SOCIETY ARCHIVE
A. The Reed Organ Society shall maintain an Archive for all donated reed organ catalogs, files, documents, and other historical material.This shall be housed in a building that is secure and maintained under acceptable conditions of heat and humidity.
B. An Archivist, approved by the Council, shall be responsible for receiving and storing such materials.Each item shall be acknowledged, stamped with an accession number, dated, properly indexed, and filed. The Archivist may solicit periodic assistance as required.From time to time, lists of catalogs shall be submitted to the Reed Organ Society Quarterly for publication.
C. The Archivist will, upon request, make copies of these materials available to members of the Reed Organ Society, and others at his/her discretion. A charge may apply to cover processing and postage, credited to the appropriate Reed Organ Society account.
D. At such time as the Archivist is no longer able to provide this facility or perform his/her function, s/he shall notify the Council, which shall be responsible to effect the transition in a timely manner.
SECTION 7. The President shall have the authority to form any special, ad hoc or additional standing committees, or to make appointments as necessitated by circumstances and approved by the Council.
ARTICLE XI: COMPENSATION OF OFFICERS AND MEMBERS
No part of the earnings of the Society shall inure to the benefit of or be distributed to any of its members except to pay reasonable reimbursement for supplies and services required to fulfill her or his designated duties.
ARTICLE XII: SPECIAL PROJECTS AND USE OF THE SOCIETY'S NAME
SECTION 1. Special projects that are deemed in keeping with the aims and purposes of the Society may be approved by a 2/3 (two-thirds) vote of the Council, and funded from net earnings of the Society.
SECTION 2. The Council may endorse and offer the Society’s name to encourage any special collection of funds by separate and independent committees for any projects advancing the aims and purposes of the Society. Such endorsements shall require a 2/3 (two-thirds) vote of the Council.
ARTICLE XIII: PROHIBITED ACTIVITIES
Notwithstanding any other provision of these Bylaws, the Society shall not carry on activities not permitted to organizations exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future or later United States Internal Revenue law; or by any organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954; or the corresponding provision of any future or later United States Internal Revenue law.
ARTICLE XIV: AMENDMENTS
SECTION 1. These Bylaws may be amended by a 2/3 (two-thirds) vote of the members of the Council then in office, plus a 2/3 (two-thirds) vote of the members voting. For such a vote to be valid, a minimum of 20% (twenty per cent) of the membership must vote. The poll for such an action shall be taken by mail or by electronic/digital means. The Secretary shall tabulate and report the result at the close of 45 (forty-five) days after the mailing/posting date of the poll.
SECTION 2. Prior to taking the vote, notice of the proposed amendment(s) shall be published in the Society’s journal or by special mailing.
SECTION 3. Members must cast their votes in writing, mailed to the Council; in a general meeting of the members; by written proxy; or by electronic/digital means, as determined by the Council. The Council or its designee must certify the membership status of each voter.
SECTION 4. Following the formal adoption of any revisions, copies of the complete set of Bylaws shall be distributed to the membership as an insert with the next regular issue of the journal.
SECTION 5. Amendments to the Society’s Articles of Incorporation may be made by a vote or written consent of at least two-thirds (2/3) of the members of the Council then in office, plus a two-thirds (2/3) vote of the members voting. For such a vote to be valid, a minimum of 20% (twenty per cent) of the membership must vote. The poll for such an action shall be taken by mail or by electronic/digital means, as determined by the Council. The Secretary shall tabulate and report the result at the close of 45 (forty-five) days after the mailing/posting date of the poll.
ARTICLE XV: DISSOLUTION
Dissolution of the Reed Organ Society, Incorporated, may be accomplished by the written consent of not fewer than two-thirds (2/3) of the members.In the event of the dissolution of the Society, whether voluntary or involuntary, or by the operation of law, none of the property of the Society nor any proceeds shall be distributed to any members of the Society; but after payment of debts of the Society, its property and assets shall be given to a charitable or non-profit organization for the benefit of similar musical purposes as those of the Society. Such an organization shall be selected by the Council.
ARTICLE XVI: CONDUCT OF BUSINESS
All business affecting the membership before the Council, or general meetings of members, shall be, in the absence of any law or standing rule to the contrary, conducted using generally accepted procedures, using the latest edition of Robert’s Rules of Order as a guide.