The purpose for which the corporation is organized is to encourage performance and appreciation of traditional music, by sponsoring meetings, music competitions, workshops, concerts, dances, and newsletters, as well as other educational and entertainment functions from time to time.
(Revised March, 2010)
Article I. Name and Purpose
- This organization shall be called the Austin Friends of Traditional Music. It shall be a non-profit, autonomous, non-political corporation under section 501(c)(3) of the Federal Tax Code.
- The purpose for which the corporation is organized is to encourage performance and appreciation of traditional music, by sponsoring meetings, music competitions, workshops, concerts, dances, and newsletters, as well as other educational and entertainment functions from time to time.
Article II. Membership
- Membership shall be open to any interested person without reference to race, sex, religion, or national origin, and shall be obtained or maintained by the payment of dues, to be specified by vote of the membership.
- Members shall have the right to elect representatives to the Board of Directors, to vote on any proposals to amend the bylaws, and, after having been a member for a minimum period of six months, to hold office. Members are entitled to specified discounts on organization merchandise or programs. Members shall be sent a newsletter, as described in section 1 of Article VIII.
Article III. Board of Directors
The Board of Directors (Board) is responsible for administering the affairs of the organization. The Board shall not be paid a salary but their authorized expenses, if any, incurred in connection with the affairs of the organization shall be reimbursed by the organization. The elected directors and their duties shall be as follows:
- President. The President shall be the chief executive officer, shall call and conduct all business meetings, shall have the authority to sign checks, shall oversee the activities and receive the reports of committees, shall be informed of all current and potential activities of the organization, and shall appoint committee chairpersons and other necessary functionaries, including a person to collect, open, sort, and distribute mail.
- Vice President. The Vice President shall conduct meetings in the absence of the President and, in the event the President is unable to complete his/her term, shall assume the office of President for the duration of the term. The Vice President shall have the authority to sign checks and shall be responsible for coordinating the social meetings described in section 6 of Article V.
- Secretary. The Secretary shall keep records of the organization, shall keep minutes of the Board of Directors meetings, shall have the authority to sign checks, and shall carry out necessary general correspondence.
- Treasurer. The Treasurer shall keep financial records, shall have the authority to sign checks, shall hold and deposit funds, shall pay the bills, shall prepare monthly and annual financial reports, shall fill out federal and other tax forms, and shall oversee the physical assets of the organization, including its financial archives. The Treasurer must be bondable.
- Additional Directors. The Board may have up to eight additional directors. Additional directors shall have full voting privileges. Their duties shall be assigned by the Board and may include, but not be limited to, fundraising, producing a newsletter, maintaining records of membership, maintaining the organization's archives, and acting as liaison with other dance, music, cultural, or community groups.
Article IV. Elections
- Board elections shall be held once yearly. The elections shall be held during the second business meeting after the annual festival or, in the event that no festival has been scheduled for a given year, at the second business meeting of the year. Three business meetings prior to the elections, the Board shall seek out prospective nominees for Board positions and prospective committee heads. Nominations from both the Board and the floor shall be made and closed at the business meeting prior to the meeting in which elections are held, and shall be published in the newsletter prior to elections. Elections for contested positions shall be done by secret ballot; all others shall be made by show of hand. Any dues-paid member may vote in elections.
- Any member may serve on the Board after having been a member for a minimum of six months. Any Board member may serve unlimited consecutive terms.
- Board members shall take office immediately after the election.
Article V. Meetings
- The Board shall schedule one business meeting per month, and an optional second business meeting at the discretion of the President. Any dues-paid member is welcome and entitled to express opinions at business meetings.
- Business may only be conducted in the presence of a quorum, which shall be defined as one-half of the elected directors. Actions taken by the organization must have the approval of a simple majority of the directors present. Any director may introduce new business.
- Any urgent business which arises between business meetings may be acted upon by the directors. Any action taken between business meetings must have the approval of a simple majority of the directors.
- Directors are expected to attend board meetings either in person or by appointing a proxy. The proxy must be a member of the organization and may vote and otherwise act as a director for the duration of the meeting.
- Directors who do not attend or appoint a proxy for more than two board meetings during any twelve month period shall be subject to removal from the board by a simple majority vote of the directors present.
- The Board shall schedule regular social meetings for the purpose of sharing music and disseminating information.
Article VI. Procedural Rules and Business Policies
- Any expenditure of funds for amounts greater and/or different purposes than those in the approved budget must be specifically approved by the Board.
- Any member having a project proposal which he/she would like undertaken by the organization must present that proposal at a business meeting with a budget consisting of a maximum amount of expenditures, an approximate breakdown of expenditures, and anticipated revenues. Upon approval of such a proposal, a copy of this budget must be furnished to the Treasurer. Upon completion of the project, a file including all documentation and a financial report must be placed in the archive. All concerts and festivals will be handled in this manner with the exception of the annual midwinter benefit festival which shall be an ongoing project of the organization.
- The location for the business office of this organization shall be restricted to within the boundaries of the city of Austin. The financial archives shall reside at the business office. The organization may also have or use such facilities either within or outside of the city of Austin, as the Board deems necessary.
- The fiscal year of the corporation shall be the calendar year.
Article VII. Vacancies
Any Board position which becomes vacant with the exception of the President shall be filled by appointment of the Board.
Article VIII. Committees
- There shall be one standing committee, a Newsletter Committee. This Committee shall publish and mail a newsletter to the members and contributors as material is available and organization business requires but at least semiannually. The newsletter shall include a summary of actions taken at business meetings held since the previous newsletter, and urgent actions taken by the Board. At least one newsletter per year must contain the organization's financial statement.
- Ad hoc committees shall be appointed as necessary by the Board.
Article IX. Amendments to These Bylaws
- Amendments to these bylaws shall be introduced at a business meeting, published in the following newsletter, and voted upon at the business meeting following issuance of that newsletter.
- Amendments shall be passed by a 2/3 vote of members present and voting at that meeting.
Article X. Status of Bylaws
Upon adoption, these bylaws shall replace all previously existing bylaws of the Austin Friends of Traditional Music. These bylaws shall provide the rules and procedures for business conducted by the organization. Any situations arising not herein covered shall be conducted according to Roberts Rules of Order, latest edition.