Lower Columbia River Music Educators Association (LCRMEA)
ARTICLE 1. OFFICES
The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.
ARTICLE 2. MEMBERSHIP
Section 1–Active Membership
Any person interested in or actively engaged in music education may become an active member of the Association upon payment of the prescribed MENC membership dues. Active members whose dues are fully paid shall have the privilege of voting, and are eligible to be elected to any office in the Association.
Section 2–Student Membership
Any regularly enrolled college student may become a student member upon payment of the prescribed Collegiate WMEA student member chapter dues. Student members are entitled to full active status with the exception of voting and holding elective office.
Section 3–Associate Membership
Any firm, institution, school, individual or club desiring to contribute to the support of the Association may become an associate member upon payment of the prescribed MENC membership dues. Associate membership shall entitle one person from the firm, institution, school or club to the rights and privileges of active membership in the Association with the exception of voting and holding elective office.
Section 4–Retired Membership
Any retired music educator may become a retired member of the Association upon payment of the prescribed dues. Retired teachers are entitled to full active status with the exception of holding office.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs of the corporation shall be managed by a Board of Directors.
The Board shall consist of not less than 3 nor more than 10 Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
Directors shall have such qualifications as the Board may prescribe by resolution or amendment to these Bylaws.
3.4 Election of Directors
3.4.1 Initial Directors
The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of the Board.
3.4.2 Successor Directors
Successor Directors shall be elected at the annual meeting of the Board. One-half of the number of initial Directors shall serve a term of one half year and one-half shall serve a term of one and a half years so that the term of future directors will be staggered.
3.5 Term of Office
Unless a Director dies, resigns or is removed, he or she shall hold office for a term of two years or until his or her successor is elected, whichever is later.
3.6 Annual Meeting
The annual meeting of the Board shall be held the 3rd Monday day of September in each year at 7 PM for the purpose of transacting such business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
3.7 Regular Meetings
By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
3.8 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.
3.9 Meetings by Telephone
Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
3.10 Place of Meetings
All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.
3.11 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than five days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the corporation or given by fascimile or electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 3.22 of these Bylaws.
3.12 Waiver of Notice
3.12.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
3.12.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Half of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
3.14 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
3.15 Presumption of Assent
A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
3.16 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
At a meeting of the Board called expressly for that purpose, one or more Directors may be removed from office, with or without cause, by two-thirds of the votes cast by Directors then in office.
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
3.20 Board Committees
3.20.1 Standing or Temporary Committees
The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of one or more Directors. Such committees shall have and exercise the authority of the Directors in the management of the corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.
3.20.2 Quorum; Manner of Acting
A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.20.4 Removal of Committee Member
The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.
The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.
3.22 Electronic Transmission
The Corporation may deliver to a Director notices, demands, consents or waivers by electronic transmission, if such Director has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the Director and the address, location or system to which the notices or other document may be electronically transmitted. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
ARTICLE 4. OFFICERS
4.1 Number and Qualifications
The officers of the corporation shall be a President, a Vice President, a Past President, a Secretary and a Treasurer, each of whom shall be elected by the Association. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.
4.2 Election and Term of Office
The officers of the corporation shall be elected every two years by the Association at the June meeting of the Association, taking office on August 1st after the election. Unless an officer dies, resigns, or is removed from office, he or she shall hold office for two years from August 1st. Elections shall be every two years at the annual June meeting of the Association.
Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
The President shall be the chief executive officer of the corporation, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The President shall preside over meetings of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time. After his or her two-year term, the President shall succeed the roll of Past President for the term therein given the roll or Past President
4.7 Vice President
In the event of the death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Board. After his or her two-year term, the Vice President will succeed the roll or President for the term therein given the roll of President.
4.8 Past President
The Past President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. The Past Presidents shall performs such other duties from time to time as may be assigned to them by the President of the Board.
The Secretary shall: (a) keep the minutes of meetings of the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the post office address of each Director and each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.
If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.
ARTICLE 5. ADMINISTRATIVE PROVISIONS
5.1 Books and Records
The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director, and each officer; and such other records as may be necessary or advisable.
5.2 Accounting Year
The accounting year of the corporation shall be the twelve months ending July 31st of each year.
5.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
ARTICLE 6. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors in office.
ARTICLE 7. FESTIVAL HOSTS
Festival Hosts will be given a stipend of for hosting the event. This stipend is payable only after all fees for the festival have been paid, all outgoing checks have been covered, and completed paperwork has been accepted by the treasurer. This applies to all festivals. All fees for all festivals must be paid out to vendors before stipends are paid to hosts.
7.2 STIPEND AMOUNT
Stipends are as follows: For all events: One event constitutes a festival that is at one location, with the same host. This can include events on multiple days, over various levels, if the event occurs within the same week, at the same venue.
Hosts are reimbursed for all allowed costs that are listed on page 5 of the host packet. Anything in the category of “other” must be pre-approved by the board before reimbursement is given. If it is not approved prior to the event, it is not reimbursable. Reimbursement will occur in a timely manner, no later that 2 weeks after festival paperwork has been accepted by the treasurer.
Each festival will operate with in budget. Adding up registration fees can attain a festival’s budget. If a festival runs over budget due to lack of registration fees, the host must get every expense item pre-approved by the board. Failure to do so will impact the stipend paid to the host. Ie. A festival is overdrawn by $30, and expense items were not approved. The host stipend will be $30 less to cover the cost of the overdraw. If items are approved by the board, there will be no impact in the stipend.
The foregoing Bylaws were adopted by the Board of Directors on January 7th, 2012.