Bylaws Of The Violin Makers Association Of Arizona International
A Nonprofit Incorporated Association
ARTICLE I. OFFICES
Section 1.01. The principal office of the Association for the transaction of its business is located at __________________________________________ (street address), _____________________(city), ___________________________(county) (or city and county of), _______________________Arizona.
Section 1.02. The Association may also have offices at such other places within or without the State of Arizona where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE II. MEMBERS
Classes of Membership and Rights
Section 2.01. The Association shall have one (1) class of members only, and the membership, voting, and other rights, interests and privileges of each member shall be equal.
Section 2.02. Qualifications for membership are as follows: any who are interested or engaged in making or repairing stringed instruments of any kind, whether amateur, hobbyist or professional or any who play such instruments are eligible for membership in this Association.
Section 2.03. (a) All members shall pay annual dues in such amount as shall be determined from time to time by resolution of the Board of Directors. The first annual dues of each member shall be payable and submitted in full with his application for membership. Membership and dues shall be on a fiscal year basis, from October 1st through September 30th.
(b ) Dues paid to the Association become the property of the Association and any severable or individual interest of any member therein terminates on such payment.
( c ) The membership of any member who fails to pay their dues or assessments when they become due and within thirty (30) days thereafter shall automatically terminate at the end of such thirty (30) day period.
( d) All rights and interests of a member in the Association shall cease upon termination of membership as herein provided.
Transferability of Membership
Section 2.04. Membership in this Association is nontransferable and non-assignable.
ARTICLE III. MEETINGS OF MEMBERS
Section 3.01. Meetings of members shall be held at the Annual Convention. The Annual Convention will be in the location determined by the Board of Directors.
Section 3.02. Special meetings of members shall be called by the President or Secretary or any three (3) Directors of the Association and held at such times and places within or without the State of Arizona as may be ordered by resolution of the Board of Directors or by not less than ten (10) percent of the voting members of the Association.
Conduct of Meetings
Section 3.03. (a) Meetings of members shall be presided over by the President of the Association or, in the President’s absence, the Vice President or by a chairman chosen by a majority of the voting members present. The Secretary of the Association shall act as Secretary of all meetings of members, provided that in the Secretary’s absence the presiding officer shall appoint another person to act as Secretary of the meeting.
(b ) Meetings shall generally be guided by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws or with law.
Time of Meetings
Section 3.04. The Association shall hold an annual Convention and Competition beginning on the Tuesday after the second Monday of October: i.e., the day after Columbus Day. Changes to this date may be made by the approval of the Board of Directors.
ARTICLE IV. DIRECTORS
Section 4.01. Any paid up active Member of this Association who attends the annual meeting is qualified to be elected as a Director hereof.
Section 4.02. The Board shall submit a slate of nominations for Board vacancies to the membership at the annual meeting. Other nominations may be taken from the members present at that time. Directors shall be eligible for nomination and re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office.
Section 4.03. Each year one Director and one alternate Director shall be elected by the voting members present in person and voting at the regular meeting of members held in October of that year. The candidates receiving the highest number of votes, up to the number of Directors to be elected, are elected.
Terms of Office
Section 4.04. Directors shall serve a term of three years. The alternate shall automatically fill any vacancy that occurs on the Board during his term as alternate for the unexpired term of that vacancy. If no vacancy occurs, the alternate shall automatically become a Director the following year and serve a three-year term. The term of office begins on the last day of the annual VMAAI Convention.
Section 4.05. It shall be the duty of the Directors:
(a) To perform any and all duties imposed on them collectively or individually by law or by these Bylaws.
Section 4.06. The entire Board of Directors or any individual Director may be removed from office at any time by the vote of a majority of the voting members of the Association. If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancy or vacancies created by the removal shall be filled as provided as Section 4.07 hereof.
Section 4.07. (a) Vacancies in the Board of Directors shall exist (1) on the death, resignation or removal of any Director; (2) whenever the number of the Directors authorized by the Bylaws is increased by an amendment to the Bylaws; and (3) on failure of the members in any election to elect the full number of Directors authorized.
(b ) Persons elected to fill vacancies as in this section provided shall hold office for the unexpired terms of their predecessors or until their removal or resignation.
Section 4.08. (a) Special meetings of the Board may be called by the President, or the Vice President if the President is absent, or by any three (3) Directors if the above officers are absent or are unable or refuse to act. Such meetings shall be held at the place designated by the person or persons calling the meeting and, in the absence of such designation, at the principal office of the Association. A telephone conference call or an email conference may also serve as a special meeting. The initiation of an email special meeting will occur when a Director or Officer makes a motion by email to all voting members of the Board. Once the motion is made and seconded the Secretary will restate the motion and call for discussion. Up to ten days will be allowed for discussion at which time the President or Vice President or Secretary, depending on availability, will call for the vote. The Secretary will tally the votes. When voting is complete, the Secretary will restate the motion and the outcome. This will be kept by the Secretary in the Minutes Book. To facilitate having email special meetings, voting members of the Board will notify the Secretary of their planned email unavailability of greater than five days.
(b) Meetings of Directors shall be presided over by the President of the Association or, in the President’s absence, by the Vice President, or by a chairman chosen by a majority of the Directors present, The Secretary of the Association or in the Secretary’s absence any Director appointed by the presiding officer shall act as Secretary of the Board of Directors.
(c) Meetings of Directors shall generally be guided by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with the Bylaws or with law.
(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held is the act of the Board of Directors. Those having an equal vote at all of the above meetings are each Director, including the Alternate, as well as the officers of the Association, President, Vice President, Secretary, Treasurer, Membership Chairperson, and Editor/Publisher.
ARTICLE V. OFFICERS
Number and Titles
Section 5.01. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, a Membership Chairperson and an Editor/Publisher. The Association may also have, at the discretion of the Board of Directors, such other officers as the Board of Directors may from time to time appoint. The offices of Secretary, Treasurer, Membership Chairperson, and Editor/Publisher may be held by one or more persons. Each such person will have full voting rights at Board Meetings. Persons holding multiple positions, such as being both a director and an officer, shall have one vote per question before the Board.
Section 5.02. Any active Member or Director of this Association is qualified to be an officer hereof.
Section 5.03. The President, Vice President, Secretary, Treasurer, Membership Chairperson and Editor/ Publisher shall be elected by the Directors. Such officers shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office. Other officers enumerated in Section 5.01 of this article shall be appointed by and serve at the pleasure of the Board of Directors.
Terms of Office
Section 5.04. Officers shall be elected for a term of 3 years. The end of an officer’s term is normally at the end of the next to last day of the annual Convention. The new officer’s term will normally begin on the last day of the annual Convention.
The President, Vice President, Secretary, Treasurer, Membership Chairperson and Editor/Publisher shall be ex- officio members, with full voting rights of the Board of Directors, shall attend Directors’ and members’ meetings, and shall be entitled to notice of all such meetings as in these Bylaws provided.
Section 5.05. Officers shall serve without compensation except that the President, Vice President,
Membership Chairperson, Secretary, Treasurer, and Editor/Publisher shall be allowed and paid their actual and necessary expenses in conducting the Association’s business.
Section 5.06. Any or all officers may be removed from office at any time by the vote of a majority of the Directors. In the case of the removal of any officer, a new officer shall be elected to serve the unexpired portion of the term of his predecessor at the meeting at which the officer is removed.
Section 5.07. (a) Vacancies in the office of President, Vice President, Editor/Publisher, Secretary, Treasurer or Membership Chairperson shall exist on the death, resignation or removal of such officer.
(b) The Board of Directors may declare vacant the office of President, Vice President, Editor/Publisher, Secretary, Treasurer or Membership Chairperson if any such officer is declared of unsound mind by order of court, is convicted of a felony or if he does not accept the office by attending a meeting of the Board of Directors.
(c) Vacancies caused by the death, resignation or disability of an officer as in this section provided shall be filled by the Directors at the next regular or special meeting of the Board of Directors.
(d) Officers elected to fill vacancies as in this section provided shall hold office for the unexpired term of their predecessors or until their removal or resignation as in these Bylaws provided.
Duties of President
Section 5.08. The President shall be the chief executive officer of the Association and shall in general supervise and control the affairs of the Association. He shall perform all duties incident to his office and such other duties as may be required by law or by these Bylaws.
Duties of Vice President
Section 5.09. The Vice President shall, when required, fulfill the duties of the President or other duties as may be determined or required.
Duties of Secretary
Section 5.10. The Secretary shall:
(a) Maintain and update the VMAAI Bylaws when changes are approved by the membership.
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as may be required by law.
(c) Be custodian of the records of the Association.
(d) Exhibit at all reasonable times to a Director or elected officer of the Association on request therefor, the Bylaws and the minutes of the proceedings of Directors’ and members’ meetings.
(e) Exhibit at all reasonable times to any voting member the Bylaws, and the minutes of Directors’ or members’ meetings.
(f) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these Bylaws. In particular, perform the functions identified in Section 4.08 (a) with regard to managing email special meetings.
Duties of Treasurer
Section 5.11. Subject to the provisions of Article VII of these Bylaws, the Treasurer shall:
(a1) Maintain the principal office of the Association and complete the periodically required actions to maintain the incorporated status of the Association in the State of Arizona. Also, complete the necessary actions to maintain Internal Revenue Code 501(c)3 nonprofit organization status.
(a2) Keep an up-to-date copy of the membership records as supplied by the Membership Chairperson.
(a) Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
(b) Receive, and give receipt for, moneys due and payable to the Association from any source whatever.
(c) Disburse or cause to be disbursed the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any Director or elected officer of the Association on request therefore.
(f) Exhibit at all reasonable times to any voting member the books of account and financial records of the Association.
(g) Render to the President and Directors where he or they request it an account of any or all of his transactions as Treasurer and of the financial condition of the Association.
(h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law or by these Bylaws.
Duties of the Membership Chairperson
Section 5.12. The Membership Chairperson shall:
(a) Collect or receive all dues from the membership.
(b) Keep a current roster of paid up members.
(c) Forward all collected dues to the Treasurer.
(d) Foreword a list of members to the Editor/Publisher, Treasurer, or other officers or members when appropriate or required.
Duties of the Editor/Publisher
Section 5.13. The Editor/Publisher shall:
(a) Compile and publish a periodic Journal containing articles and information of interest to the members of the Association.
(b) E-mail the Journal to those members on the membership list as received from the Membership Chairperson. No member who is currently incarcerated in any penal facility shall be sent
journal issues consisting primarily of names and addresses of the membership of the VMAAI.
(c) Expend as approved and required by the Board of Directors, the appropriate funds to fulfill the requirements of this position. These expenses will be provided or reimbursed by the Treasurer as required from time to time.
ARTICLE VII. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Execution of Instruments
Section 7.01. The Board of Directors, except as otherwise expressly provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances; provided, however, that such contract or delivery is expressly authorized by the Bylaws.
Checks and Notes
Section 7.02. Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01 or as otherwise required by law or by these Bylaws, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Association shall be signed by the Treasurer or signed by the President of the Association or signed by a designated signatory from the Board of Directors.
Section 7.03. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII. BYLAWS
Adoption, Amendment and Repeal
Section 8.01. These Bylaws and subsequent amendments shall become effective on their adoption by the vote or written consent of a majority of the voting members of this Association, and they may be amended or repealed, in whole or in part, and new Bylaws adopted by the vote or written consent of a 2⁄3rds majority of the voting members present at any Annual Convention.
ARTICLE IX. REPORTS, FISCAL YEAR, INSIGNIA AND SEAL Fiscal Year
The fiscal year of the Association shall be October 1st through September 30th.
Insignia and Seal
The Board of Directors may adopt, use, alter or cancel an Association insignia or seal, or both, and by rule shall prescribe the time, manner, and place in which such insignia may be worn or used.
We, the undersigned, are the present Directors of this Association, and hereby consent to, and do, adopt the foregoing Bylaws as the Bylaws of said Association. Dated: ______________________ 20___.
I _________________________________________ , hereby certify:
That I am the duly elected and acting Secretary of the VIOLIN MAKERS ASSOCIATION OF ARIZONA, INTERNATIONAL, an incorporated association and that the foregoing Bylaws constitute the Bylaws of said Association as duly adopted on _______________ , 20___ by the unanimous written consent of the Directors named in the Bylaws of this Association.
Dated __________________________________, 20 _____