Revised 05/19/99
I. NAME AND MISSION
The name of the corporation shall be the ARIZONA FLUTE SOCIETY. The mission of the corporation (hereafter referred to as "the Society") shall be:
A. To promote the enjoyment and appreciation of the flute.
B. To assist members in achieving musical excellence.
C. To facilitate an exchange of ideas among flutists, teachers,
and flute enthusiasts.
II. MEMBERSHIP
A. An individual is qualified for membership provided that he/she is interested in the mission of the Society and is in one of the following categories:
a) student; b) adult; c) family; d) life-time; e)
corporate.
B. Provided an individual is qualified as in IIA and annual dues
are paid, active membership is established.
III. OFFICERS AND COMMITTEE CHAIRS OF THE BOARD OF DIRECTORS
A. Executive Authority
The executive authority of the Society is vested in a Board
whose duties will include:
1. Management of the general affairs of the Society in compatibility
with its best interest.
2. Management of the financial affairs of the Society and the
establishment of an annual budget.
3. Replacement of members of the Board who are unable to complete
their terms of office.
4. The establishment of a schedule of events.
B. Number of Directors and Titles of Officers
1. The Board will consist of no fewer than eleven and no more
than eighteen elected Directors who must be members of the Society.
2. Each member of the Board will have one vote.
3. The Officers of the Board shall be: President, Vice-President,
Secretary, and Treasurer.
4. The Officers shall be nominated and elected by a majority vote
of the Directors at a meeting following the election of Directors
at the Annual Meeting.
C. Duties and Responsibilities of Officers
1. President: The President will call meetings and preside
over meetings of the Board; will be responsible for insuring that
other members of the Board fulfill their duties as set forth in
the By-Laws; will appoint committee chairs (See III-D & V)
as needed to fulfill Society activities; will be one of two signatories
on any and all bank accounts; will insure that the activities
of the Society meet the mission set forth in the By-Laws. The
president will have the power, in the exercise of sound discretion,
to delegate any of these duties to a suitable member of the Society.
2. Vice-President: In the absence of the President, the Vice-President
shall perform the duties of the President, and when so-acting,
shall have all the powers of and be subject to all restrictions
of the President. The Vice-President shall perform such other
duties as from time to time may be assigned by the President of
the Board.
3. Secretary: The Secretary will keep a record of the proceedings
of all meetings of the Board and file all documents, reports,
and letters connected with the business of the Society; will assume
responsibility for the correspondence of the Society.
4. Treasurer: The Treasurer will collect and disburse all monies
of the Society; will be responsible for establishing and maintaining
any and all bank accounts; will be one of two signatories on any
and all bank accounts; will make a report of the financial status
of the Society at each Board meeting; will file tax returns as
may be required by law; will make a full report at the end of
the fiscal year for distribution to the membership. The Treasurer
will cause a record to be kept of all
paid-up active members of the Society.
D. Duties and Responsibilities of Committee Chairs
Committee Chairs must be a Director of the Board.
1. Corporate Liaison Director: The Corporate Liaison Director
will solicit and correspond with corporate members of the Society.
2. Program Chair: The Program Chair will be responsible for planning,
coordinating, and negtotiating the operations of events of the
Society.
3. Publicity Chair: The Publicity Chair will be responsible for
communication with news media for advance announcements and publicity;
will coordinate with outreach programs of other flute organizations
to share information of Society events.
4. Newsletter Editor: The Newsletter Editor will assemble articles
from the membership for a regularly disseminated newsletter.
5. Members at Large: The Members-at-Large will assist in the
planning, coordination, and operation of Society events and special
programs and projects. These may include, but are not limited
to, hospitality, fund-raising, volunteer, and parent committees.
E. Election of the Board
1. Each elected member of the Board will serve a two-year term
beginning on June 1 following election to office.
2. By January 1 each year, the President will appoint a three-member
Nominating Committee for the purpose of preparing a slate of nominees
for election as Directors at the annual meeting.
3. The Nominating Committee will present its report in a newsletter
preceding the annual meeting.
4. Nominations will also be entertained from the membership at
large if received in time for the ballot mailing preceding the
annual meeting.
5. A simple majority vote of the ballots returned will be required
to elect the new Directors.
IV. MEETINGS
A. Meetings of the Board and meetings of the full membership
may be called at the discretion of the President.
B. An Annual Meeting will be held each year.
C. A simple majority of Directors present will constitute a quorum.
D. Robert's Rules of Order - Newly Revised shall govern the proceedings
of the Society in all cases not provided in these By-Laws.
V. COMMITTEES
Committees will be appointed by the President unless otherwise directed by the Board.
VI. DUES
A. The Society dues will be determined by the Board and reviewed
annually.
B. Dues will be payable on or before October 1 each year.
VII. AMENDMENTS
These By-Laws may be amended at a meeting of the Board. Proposed
amendments must be submitted in writing to the Board. A vote
on the amendment will be taken at the next Board meeting. The
approval of a two-thirds majority of the Directors will be necessary
for adoption of
the proposed amendment.
VIII. SEPARABILITY
If any clause, sentence, paragraph, or part of these By-Laws shall, for any reason, be found invalid or unlawful, such invalidity or illegality shall not effect, impair, or invalidate the remainder of the By-Laws.
IX. DISSOLUTION
Upon dissolution of the Society, all assets shall be distributed
exclusively to charitable, religious, scientific, literary, or
educational organizations which would then qualify under the provisions
of Sections 501 (c) (3) of the Internal Revenue Code and its regulations
as they now exist or as they may be amended. No part of the net
earnings of the Society shall inure to the benefit of, or be distributed
to, any Director or Officer of the Society or other private person,
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 of the By-Laws.
No Director or Officer of the Society or any private person shall
be entitled to share in the distribution of any of the assets
of the Society upon its dissolution.
Approved by the Board of Directors
May 19, 1999