By-Laws of the Southern Illinois Flute Society
- Article I - Objectives and Purposes
- Article II - Members
- Article III - Fees
- Article IV - Board of Directors
- Article V - Directors
- Article VI - Finances
- Article VII - Publications
- Article VIII - Property and Endowments
- Article IX - Amendments to the By-Laws
Article I - Objectives and Purposes
The Southern Illinois Flute Society is a non-profit organization affiliated with Southern Illinois University - Carbondale operated by a volunteer board of directors. It was founded for the purpose of providing a time and place for flutists to meet, exchange ideas, gain performance experience, play in ensembles, and generally promote and enhance flute playing in the Southern Illinois and quad-state area. The Southern Illinois Flute Society will dedicate its efforts to promoting music education in the art of flute playing and the study of flute literature by providing performance opportunities, clinics, masterclasses, and recitals for the membership.
Article II - Members
There shall be no members. Anyone who gives a donation shall be listed in program booklets as a supporter of the ogranization. Anyone who wishes to advertise products or services at events arranged by the organization may do so by paying an advertizing fee set by the Board of Directors.
Article III - Fees
Any assessments shall be approved by a two-thirds vote of the directors present at the board meeting in which such vote is taken.
Article IV - Board of Directors
Section 1: Composition of Board of Directors
The Board of Directors shall be composed of up to 9 directors. The directors shall consist of 5 elected positions (president, vice-president, secretary, treasurer, and public relations director) and 4 appointed general directors to be assigned duties as needed. A Director may hold a maximum of 2 elected positions on the Board, but a minimum of 5 individuals must serve on the Board. Each of the directors shall serve a one-year term from the day elected to office until the day of election the following year. To run for president, a person must have been a member of the Board of Directors for at least one year. The board of directors will hold a meeting to vote in the new board of directors in September of each year.
Section 2: Election of Directors.
A nomination committee consisting of at least 3 directors will be appointed in July of each year to solicit nominations. At the board meeting in September the nominating committee shall present a slate of directors for the board's approval, at which time an election will be held.
Section 3: Vacancies.
Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal from office, or otherwise, it may be filled by the votes of a majority of the Directors then in office at any meeting and this person so elected shall be a Director until his successor is elected.
Section 4: Meetings.
The meetings of the Board of Directors shall be held at such place or places within or without Southern Illinois as may from time to time be determined by a majority of the Directors. Regular meetings of the Directors shall be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. Special meetings may be held at any time upon the call of the President or Vice-president or of not less than a majority of the Directors then in office.
Section 5: Notice of Meetings.
All directors shall be given written or oral notice of the time and place, and, in the case of special meetings, the purpose or purposes, of every meeting of the Directors. Notice shall be given not less than 3 days before the meeting. Emergency meetings may be held at any time if all the Directors have been notified.
Section 6: Quorum of Directors.
Two-thirds of the Directors shall constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors, provided that if the Directors shall, severally and/or collectively, consent in writing, to any action to be taken by the Society, such action shall be valid Society action as though it has been authorized at a meeting of the Directors. If at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.
Section 7: Powers of the Directors.
The Board of Directors shall have the Power and authority to carry on the affairs of the Society and in doing so may elect, appoint, and employ all necessary directors and staff personnel in addition to those directors provided by these by laws; may employ all such employees as shall be requisite for the conduct of the affairs of the Society; may fix the compensation of such persons; may prescribe the duties of such persons; and may dismiss any appointed or employed director or agent without previous notice. The Directors may, in the absence or sickness of a director or employee, delegate his powers and duties to another director or employee for the time being.
Section 8: Executive Committee.
The Directors, by resolution adopted by a majority of the Directors in office, may designate an Executive Committee which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Society.
Section 9: Other Committees.
The President of the Society may designate such other committees as he may deem necessary except that such other committees may not have or exercise the authority of the Board of Directors in the management of the Society.
Section 10: Removal of Directors.
Any member of the Board of Directors who fails to attend more than three consecutive meetings of the Board of Directors may be removed from the Board of Directors by the remaining members of the Board of Directors by the affirmative vote of a majority thereof.
Article V - Directors
Section 1: Powers and Duties.
The directors of the Society shall respectively have such powers and perform such duties in the management of the property and affairs of the Society subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such additional powers and duties as may from time to time be conferred by the Board of Directors. The directors of the Society shall have the following specific powers and duties:
A. President. The President shall be the principal executive officer of the Society and subject to the control of the Board of Directors and shall supervise and control the management of the Society. He shall, when present, preside at all meetings of the Society, Directors and the Executive Committee, and in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex-officio member of all committees.
B. Vice-President. The Vice-President shall in the absence or disability of the President, perform the duties and exercise the powers, of that office. In addition, he shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
C. Secretary. The Secretary shall keep records of the acts and proceedings of all meetings of the Society, Directors and Executive Committee. He shall give all notices required by law and by these bylaws. He shall maintain a file of archival records.
D. Treasurer. The Treasurer shall have the custody of all funds and assets belonging to the Society and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer and President or Vice President shall sign all checks drawn on the Society. He shall keep full and accurate accounts of the finances of the Society in books especially provided for that purpose; he shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and of the results of its operations, all in reasonable detail, to be made and filed with the Corresponding Secretary of the Society within 2 months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any Director for a period of five years and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any board member upon written request. The Treasurer shall collect all fees, annual dues, and contributions. The Treasurer shall also prepare and file all reports and returns required by the Federal, State, or local laws and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the President or Board of Directors.
E. Public Relations Director. The Public Relations Director shall coordinate publicity in all medias for special events or when otherwise assigned by the Board of Directors.
F. General Directors. A General Director may be assigned responsibilities such as webmaster, librarian, event coordinator, or other duty as assigned by the Board of Directors.
Section 2: General Powers as to Negotiable Paper.
The Board of Directors may from time to time prescribe the manner of the making, signature or endorsement of bills to exchange notes, drafts, checks, acceptances, obligations and other negotiable paper or other instruments for the payment of money and designate the director or directors, agent or agents who shall from time to time, be authorized to make, sign, or endorse the same on behalf of the Society.
Article VI - Finances
Section 1: Operating Fund.
All fees, dues, contributions, and other monies paid to the Society shall be placed in a general operating fund.
Section 2: Disbursements.
No obligation or expense shall be incurred and no monies shall be appropriated or paid unless authorized by the Board of Directors. Expendiatures over $150 must be approved by a recorded vote of the Board of Directors.
Section 3: Fiscal Year.
The fiscal year of the Society shall begin on the first day of September of each year and end on the last day of August of the next year.
Section 4: Bond.
The Treasurer and any staff employee of the Society shall be bonded in such amount and in such manner as the Board of Directors shall deem necessary.
Article VII - Publications
The Directors of the Society may authorize the issuance of such other publications as they may deem necessary to further the objectives and purposes of the Society.
Article VIII - Property and Endowments
All real and personal property and all endowment funds of the Society shall be vested in the Board of Directors of the Society; however, no supporter shall have any personal rights in any property or funds at any time.
Article IX - Amendments to the By-Laws
These bylaws may be amended, altered or repeated, and new bylaws may be made, by the affirmative vote of a majority of the members of the society in attendance in any meeting in which such action takes place, provided that the board members are notified in advance that such proposed actions are on the agenda for the meeting.