Texas Society for Music Theory

THE TEXAS SOCIETY FOR MUSIC THEORY

BY-LAWS

Name, Nature, and Fiscal Year of the Society

The name of this organization shall be The Texas Society for Music Theory (TSMT). The Society shall be a non-profit corporation organized exclusively for charitable, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). The fiscal year shall run from March 1 through February 28/29.

II.

Purposes and Activities of the Society

The Society and all its activities shall be for educational and scholarly purposes. It recognizes music theory as a distinct discipline yet, at the same time, not separable from other disciplines of music. Its ideal therefore, is to advocate and uphold the highest standards of musicianship in all types and at all levels of music making.

The principal activities of the Society shall be:

1. To conduct meetings which may include the presentation of papers and panel discussions, the performance of music, and the exhibition of published materials;

2. To conduct workshops at various campuses and conferences;

3. To provide career objective contacts for students and young professionals with the music theory community;

4. To publish a journal, a newsletter and/or other appropriate materials.

The activities are for the purposes of:

1. Fostering the development of all aspects of the discipline;

2. Promoting, facilitating and providing a forum for the exchange of information and ideas pertinent to the discipline and its application;

3. Promoting and facilitating communication with other music disciplines and with other artistic and scholarly communities. Also, as an education-oriented organization, it considers the following to be within the scope of the Society's purpose and activity:

a. To make available to educational administrators/organizations counsel and resource personnel to assist in the development of programs and teaching materials in music theory;

b. To provide governmental agencies with information, when appropriate, pertinent to any aspect of the discipline of music theory.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation 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 the preceding paragraph. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

III.

Management of the Society

The Board of Directors, hereinafter called the Executive Board, shall be comprised of the officers and at-large members designated in By-Law IV, shall function as the operating committee of the Society, and shall have control and management of the affairs and funds of the Society between meetings of the general membership, to which the Executive Board is responsible. It shall be the duty of the Executive Board:

1. To call meetings of the Society.

2. To prepare the agenda for such meetings.

3. To order the taking of votes by mail when such action shall be necessary or advisable.

4. To establish and to collect dues from the members of the Society.

5. To cause the Treasurer's accounts to be audited.

6. To supervise the publications of the Society.

7. To prepare its reports.

8. To oversee the affairs of the Society and to execute its decisions.

A quorum of the Executive Board shall be 2/3rds. In case of necessity the members may communicate their votes on any matter by mail, telephone, or telegraph.

The Executive Board shall constitute The Board of Directors of The Texas Society for Music Theory, Incorporated.

IV.

The Executive Board of the Society

The Executive Board shall consist of a minimum of six members including Officers and Members-at-large. Their duties shall be as follows:

1. The President shall carry out the policies of the Executive Board and shall preside at all meetings of the Society and the Executive Board. The President shall appoint all committees, and shall be ex officio a member of all Standing Committees. The President shall represent the Society in its relations with other organizations and agencies. The President shall discharge such other duties as are customarily associated with the office. The President or Executive Board shall authorize another member of the Board to discharge the duties of the President in the case of the President's absence or disability, or at his/her request.

2. The Secretary shall carry on the work of the Society under the direction of the President. The Secretary shall take minutes of all meetings of the Society and the Executive Board. The Secretary shall perform other duties appropriate to the office, as directed by the Executive Board.

3. The Treasurer shall maintain accurate and up-to-date records of the Society's income from all sources and its expenses. The Treasurer shall collect membership dues and other monies and shall deposit them in the name of the Society. The Treasurer shall be authorized to write checks in the name of the Society. The Treasurer shall pay all bills of the Society. The Treasurer shall make a financial report to the Society at the Annual Meeting and also such other reports as the Executive Board may direct. The financial records of the Society shall be audited on such occasion as the Executive Board may direct. This audit shall be reported to the members of the Society.

4. The Members-at-Large shall assist, advise, and otherwise cooperate with the officers designated above, and shall maintain general contact with the members of the Society.

Election and Terms of Office of the Executive Board

1. An ad hoc Nominating Committee of no fewer than three persons shall be selected by the Executive Board to draw up a list of candidates showing adequate representation of the varied constituency of the membership. The Nominating Committee shall propose at least two names for each vacant position on the Executive Board.

2. The President, and Members-at-Large shall be elected by the Members of the Society. The Secretary and Treasurer shall be elected by the Executive Board.

3. Elections to the Executive Board, with the exception of those for Secretary and Treasurer, shall be held at the annual meeting.

4. The President shall be elected one year prior to the time at which he/she assumes office, during which year he/she shall serve as President Elect. He/she is invited to attend meetings of the Executive Board. The President shall serve for a term of three years, starting at the conclusion of the Annual Meeting. Upon the completion of that term the President shall serve as Past President in an advisory capacity for a term of two years.

5. The Secretary, Treasurer, and Members-at-Large of the Executive Board shall be elected for terms of three years.

6. After the election of the initial Executive Board, a system of rotation shall be initiated whereby no more than four members of the Executive Board shall be elected in anyone year.

7. No person shall be elected to the Executive Board for more than two consecutive terms. This restriction shall not apply to the offices of Secretary and Treasurer.

8. Vacancies among members of the Executive Board arising between Annual Meetings shall be filled by appointment by the Executive Board for the period of the unexpired term.

VI.

Membership in the Society

Membership in the Society shall be open to all persons interested in any aspect of music theory. Institutional memberships shall be available for subscription purposes. Application for membership shall be made to the Secretary of the Society. Annual dues in an amount to be established by the Executive Board shall be paid by each member of the Society on or before January I, after which time a reinstatement fee shall be added. Any member not paying dues shall be suspended from membership in the Society.

A lifetime membership may be purchased for an amount set by the Executive Board. Lifetime members shall become permanent members of the Society and may attend all future TSMT conferences without charge. Other expenses, such as banquet and luncheon costs, will not be included. Revenue generated by the lifetime membership category shall be treated as dues and may be withdrawn or invested by the treasurer at the discretion of the Executive Board.

VII.

Meetings of the Society

There shall be an Annual Meeting of the members of the Society at a time and place fixed by the Executive Board. Other meetings may also be held at places and on dates fixed by the Executive Board. The Secretary shall send written notice of each meeting to members of the Society at least 30 days before the date set for the meeting. A quorum at all meetings of the Society shall be 30% of the voting members. The rules contained in the latest edition of Robert's Rules of Order shall govern procedure at meetings of the Society except in cases where they are inconsistent with the By-Laws of the Society. The members in good standing of the Society shall have exclusive voting power at meetings of the Society, and shall have one vote each. Members may vote by mail on matters specifically designated by the Executive Board.

VIII.

Standing Committees of the Society

Each Standing Committee of the Society shall consist of two or more persons appointed for one year by the President.

The Standing Committees and their principal functions shall be as follows:

1. The Program Committee shall arrange the program of papers, panel discussions, and other presentations for meetings of the Society.

2. The Publications Committee shall supervise the publications of the Society.

3. The Committee on Music Theory Pedagogy will operate to encourage, review, and shepherd to completion, proposals for conference presentations and related activities in the area of pedagogy and related fields.

IX.

Amendments to the By-Laws

The By-Laws shall be adopted by the members of the Society at an Annual Meeting and may be amended at any meeting of the Society by a two-thirds vote of the voting members present. Amendments to the By-Laws may be proposed by any group of five members of the Society and submitted to the Secretary of the Society no later than two months prior to the meeting in which the proposal is intended to be presented. The Secretary shall circulate proposed amendments to the members of the Society at least 30 days in advance of the meeting at which they are to be considered.

Dissolution of the Society

Upon the dissolution of the corporation, the Executive Board 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 exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific 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 Board of Trustees shall determine.