BY-LAWS

(AS AMENDED MAY 2013)

ARTICLE I. NAME

The name of the corporation shall be the American Musicological Society (the "Society").

ARTICLE II. OBJECT

The object of the Society shall be the advancement of scholarship in the various fields of music through research, learning, and teaching. The Society shall be operated as a nonprofit corporation exclusively for this object.

ARTICLE III. MEMBERSHIP

A. The Society shall consist of regular members, student members, emeritus members, life members, honorary members, and corresponding members.

1. Regular members shall be any persons who join the Society out of interest in its stated object (Article II).

2. Student members shall be students in residence in any accredited institution of higher learning who join the Society. Their rights and responsibilities shall be the same as those of regular members except that: (a) they shall be eligible for student membership for a period of not more than seven years; (b) they shall be ineligible to hold national posts in the Society other than that of nonvoting student members in the Council, as defined in Article IV.A.2.

3. Emeritus members shall be persons who have been regular members for at least ten years and who have passed their 70th year, or, for those who have retired from full-time employment, their 65th year, provided they choose to be classified as emeritus members. Emeritus members shall retain all the rights and privileges of regular members.

4. Life members shall be regular members in all respects except for the payment of annual dues. Instead, life members shall pay one fixed sum.

5. Honorary members shall be long-standing members of the Society who have made outstanding contributions to furthering its stated object and whom the Society wishes to honor. They shall be exempt from paying dues but shall continue to have all the rights and privileges of regular members. They shall be elected by a unanimous vote of the Board of Directors voting and present, upon nomination by a three-fourths majority of the regular members of the Council voting. The nomination by the Council shall be by ballot conducted by the secretary of the Council.

6. Corresponding members shall be persons who, at the time of their election, are nationals of countries other than Canada or the United States of America and who have made particularly notable contributions to furthering the stated object of the Society and whom the Society wishes to honor. They shall not pay annual dues. They shall be elected by a unanimous vote of the Board of Directors voting and present, upon nomination by a three-fourths majority of the regular members of the Council voting. The nomination by the Council shall be by ballot conducted by the secretary of the Council.

B. Except as provided in Article III.C.2, members of all classes as described in Article III. A shall each be entitled to receive one copy of the Journal of the Society as well as of any unpriced publications. Libraries and other organizations, institutions, and persons may subscribe to the Journal without acquiring membership, at a rate of subscription to be determined by the Board of Directors.

C. Annual Dues

1. The rate of annual dues for each class of membership, and the one-time sum payable by life members, shall be fixed by the Board of Directors and published annually in the Newsletter.

2. Any person may apply for regular, student, or emeritus membership jointly with his or her spouse or domestic partner at a rate of dues less than that for two single memberships to be determined by the Board of Directors. Joint members shall be entitled to only one copy of the Journal but otherwise shall have the same rights, privileges, and obligations as single members.

3. Dues shall be payable on January 1 or on application for membership. Dues of new members shall be credited to the calendar year in which received and shall insure receipt of all issues of the Journal for that year, but new members joining after July 1 may request that their membership begin the following calendar year. After July 1, members from the previous calendar year who have not yet paid current dues will be considered delinquent and shall receive no issues of the Journal beyond the Spring issue. Members in arrears at the end of the calendar year shall be removed from the membership rolls. After being removed from the rolls a person may rejoin the Society at any time without penalty.

ARTICLE IV. COUNCIL

A. The Council of the Society shall consist of not more than sixty regular members plus two student members from each chapter.

1. The regular members of the Council shall be scholars who have made notable contributions to the stated object of the Society. Regular members of the Council shall serve terms of three years, a quota of not more than twenty being elected in any year.

2. The student members of the Council shall be students who have embarked on doctoral programs in any field of musical scholarship. Student members shall be ineligible to participate in voting by the Council. Student members shall serve overlapping terms of two years. One student shall be elected or chosen in each Chapter each year.

3. Neither regular members nor student members of the Council may be elected to succeed themselves. The terms of Council members shall begin with the annual meeting of the Council held at the time of the annual meeting of the Society and extend to the day immediately prior to the annual meeting of the Council approximately three years later for regular members and two years later for student members.

4. The president shall be an ex officio member of the Council without vote.

B. The Council shall elect a secretary from past or present regular members of the Council for a term of two years. A Council secretary may be elected to succeed himself or herself and shall, if not currently an elected member of the Council, serve as an ex officio member of the Council without vote. The Council secretary is charged with the coordination of all Council activities and will function as liaison between the Council and the Board of Directors, in close cooperation with the secretary of the Society. The Council secretary shall serve as an ex officio member of the Board of Directors without vote.

C. Election of Annual Quotas

1. The quota of not more than twenty regular members elected each year shall consist of representatives elected by approximately one-third of the chapters plus further members elected by the Council. The quota of student members shall consist of one representative elected annually by each chapter.

2. To complete the annual quota of not more than twenty new regular members each year, the Board of Directors shall propose a slate of at least twice as many nominees as there are vacancies remaining after the chapter representatives are elected. The slate of nominees shall be drawn from a list of recommended nominees presented to the Board of Directors by a nominating committee of the Council. The election shall be conducted by the secretary of the Council.

D. The Council shall advise the Board of Directors concerning the general policies of the Society.

E. Meetings

1. Meetings of the Council shall take place at the annual meeting of the Society and may be called in writing on one month's notice at other times by the president or by the Council secretary upon direction by the president. Upon request signed by twenty regular members of the Council, a meeting must be called by the president or secretary.

2. A quorum of the Council shall be fifteen regular members.

3. The president shall preside at Council meetings, and the Council secretary shall keep the minutes, unless other officers are specifically authorized by the Board of Directors to act for them in each particular instance.

ARTICLE V. OFFICERS

A. The officers of the Society shall be six in all, but only five at any one time.

1. The president, except where otherwise directed by the Board of Directors, shall be the chief executive officer of the Society. He or she shall preside at all meetings of the members and Council. He or she shall have the general management of the affairs of the Society and shall have the power to enforce all orders and resolutions passed by the members or directors. He or she shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Society, when, as and if authorized by the Board of Directors. Subject to the approval of the Board of Directors, he or she shall affix the seal of the Society to any instrument requiring it when authorized by the Board, and when so affixed it shall be attested by the signature of the treasurer or secretary. He or she shall perform all duties incidental to his or her office and such other duties as may from time to time be delegated by the Board of Directors.

2. The vice-president, during the absence, incapacity or disability of the president, shall exercise all the functions of the president and, when so acting, shall have all the powers of and be subject to all the duties of and restrictions upon the president. In the event that the office of the president becomes vacant before the conclusion of his or her term, the vice-president shall succeed to that office. The vice-president shall also have such other powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

3. The past president shall serve in the year following his or her own term as president as a member of the Board of Directors, as counselor to the new president and members of the Board.

4. The president-elect shall serve in the year preceding his or her own term as president as a member of the Board of Directors in order to acquaint himself or herself with the business of the Society.

5. The treasurer shall have the care and custody of all the funds and securities of the Society and shall deposit the same in the name of the Society in such bank or trust company as the Board of Directors may select. He or she or, with the approval of the Board of Directors, the Executive Director shall sign all checks, drafts, notes and orders for the payment of money and shall pay out and dispose of the same when, as and if authorized to do so by the Board of Directors and shall keep full and accurate accounts of receipts and disbursements in the books of the Society. He or she or, with the approval of the Board of Directors, the Executive Director shall render to the president and directors whenever they may require an account of all transactions and of the financial condition of the Society. The treasurer or, with the approval of the Board of Directors, the Executive Director shall prepare the annual budget of the Society for approval by the Board of Directors, and shall dispose of funds only as provided by the budget or as otherwise authorized by the Board of Directors. Checks amounting to more than $10,000.00 shall be signed by the treasurer and countersigned by any other officer. The treasurer shall be bonded at the expense of the Society in an amount to be determined by the Board of Directors.

6. The secretary shall attend to such correspondence as may be assigned to him or her, perform all the other duties incidental to his or her office, and keep the minutes of the business meetings of members and of meetings of the Board of Directors. He or she shall attend to the giving and serving of all notices on behalf of the Society and shall have charge of such books, records and papers of the Society as the directors may direct. He or she shall also be responsible for maintaining liaison between the Board of Directors and the Council and the chapter officers. The secretary shall also administer elections and balloting.

B. Terms of Office. Officers shall serve terms of two years, except that the president shall serve one year as president-elect before his or her two-year term as president begins and one year as past president after his or her term is concluded. The president's term shall be concurrent with that of the vice-president and treasurer and with the successive one-year terms of the past president and the president-elect. The term of officers shall begin at the first session of the Board of Directors after the annual business meeting. Except for the secretary and the treasurer, officers may not be elected to succeed themselves. Any office vacated in the course of a term, aside from the president's, may be filled by the Board of Directors until the next term begins.

C. Nominations and Elections. The Board of Directors shall present to the members each year a double slate of candidates drawn from present or past regular members of the Council, acting on proposals by the nominating committee appointed by the Board of Directors, except that the Board of Directors may by a two-thirds vote decide to present only one candidate for the post of treasurer and one for the post of secretary, provided the candidate has already served at least one term in the same post. The slate of officer candidates shall be provided to the voting members of the Society at least two months before each annual meeting of the Society. Officers shall be elected by a majority vote cast by ballot. In the case of mailed ballots, the name and address of the voter must be affixed in the upper left hand corner of the envelope, by which means the status of the voter will be verified against the membership rolls. Ballots must be received by the secretary no later than two weeks before the annual meeting of the Society. The president shall appoint a teller who, together with the secretary, shall tally the election returns, and together they shall attest the results of the election in a report to the Board of Directors. In the case of a tie the deciding vote shall be cast by the Board of Directors. No person shall hold more than one national elective office in the Society at the same time.

ARTICLE VI. BOARD OF DIRECTORS

A. The Board of Directors shall consist of eleven directors, of whom five shall be the officers of the Society. The remaining six directors shall be directors-at-large and shall be elected, three each year, by the members of the Society from a double slate of six nominees drawn by the Board of Directors from present or past regular members of the Council upon recommendation of the nominating committee. The slate of candidates for directors-at-large shall be provided to the voting members of the Society at least two months before the annual meeting of the Society, and directors-at-large shall be elected by a majority vote cast and tabulated as set forth in Article V.C. Directors-at-large may not be elected to succeed themselves. No person shall hold more than one national elective post in the Society at the same time.

B. The terms of directors-at-large shall overlap so that three will retire and three will be added each year. Newly elected directors shall assume office at the first session of the Board of Directors after the annual business meeting of the Society. Any position of director-at-large that is vacated in the course of a term may be filled by the Board of Directors until the term expires.

C. Meetings of the Board of Directors shall be called by the president or by the secretary whenever directed by the president, by the Board of Directors or five members thereof. Notice of the time and place of such meetings shall be provided at least ten days in advance.

D. The president shall function as Chair of the Board of Directors. In the absence of the president, the Chair shall devolve upon the succeeding officer who is present in the following order: vice-president, president-elect, secretary. Decisions shall be by absolute majority vote of the directors present unless otherwise provided by these By-Laws or by the laws of the State of New York. A quorum of the Board of Directors shall be seven and shall include at least two officers. The president and secretary shall be empowered to act in emergencies, subject to the earliest possible ratification by the Board of Directors.

E. Appointments.

1. The editor-in-chief of the Journal of the American Musicological Society, and the editor of the AMS Newsletter shall be appointed by the Board of Directors for specified terms of office not to exceed three years and shall be eligible for reappointment.

2. An Executive Director, and such persons as may be required to assist the Executive Director, may be appointed by the Board of Directors to provide administrative management to the Society. The terms of office and other conditions of these appointments shall be as the Board of Directors may determine. The Executive Director shall be an ex officio member of the Board of Directors without vote. The Board of Directors may, in its sole discretion, from time to time, authorize and empower the Executive Director to sign contracts on behalf of and binding the Society, and may at any time, in its sole discretion, withdraw or terminate such authorization once given.

3. All persons appointed according to the terms of this Article shall receive such compensation as the Board of Directors may determine.

F. Indemnification

1. Officers and directors, the Executive Director, the Editor-in-Chief and Review Editor of the Journal, and the Editor of the Newsletter shall be entitled to indemnification, as provided by law or by such procedures, not inconsistent with law, as the Board may adopt from time to time, in the defense of any civil or criminal action or proceeding arising by reason of the fact that such person is or was serving in said office or position.

2. Other persons who are carrying out or have carried out official Society business or who are or have been agents of the Society may be indemnified on such terms and conditions as the Board of Directors, in its sole discretion, may approve from time to time.

ARTICLE VII. COMMITTEES

A. Except when otherwise stipulated in these By-Laws, the president of the Society shall appoint chairs and members of such committees as are necessary and shall himself or herself be an ex officio member of all committees. The president shall inform the Board of Directors of all committee appointments. Committees shall consist of no fewer than three members. Terms of members of all committees shall be specified in the appointment.

B. Standing committees shall be Executive, Publications, and Finance.

1. Any four officers of the Society shall constitute an Executive Committee to conduct any urgent business of the Society between meetings of the Board of Directors.

2. The Publications Committee shall make recommendations to the Board of Directors for special publications (except the Journal and the Newsletter) as authorized by the Board of Directors, shall assign editorial responsibility, and shall collaborate in the execution of all business in connection with their manufacture and distribution.

3. The Finance Committee shall consist of three members: the president, the treasurer, who shall chair the committee, and the Executive Director or other person appointed by the Board of Directors. The Finance Committee shall be charged with the management of the Society's Endowment Funds and such other capital accounts and financial affairs as the Board of Directors may authorize.

C. Annual Committees shall be Nominating, and those relating to the Annual Meetings of members; the latter shall include Program, Local Arrangements, and Performance.

1. The Nominating Committee shall be appointed by the Board of Directors. It shall submit to the Board the names of suitable candidates to stand for election as Officers and Members-at-Large.

2. It shall be the duty of the Program Committee to prepare the scholarly program of the Annual Meeting of the Society.

3. It shall be the duty of the Local Arrangements Committee to assist the Executive Director in administering the Annual Meeting of the Society in its physical, logistical, and financial aspects.

4. It shall be the duty of the Performance Committee to select and administer the concerts and related events sponsored by the Society at the Annual Meeting.

D. With the approval of the Board of Directors the president may remove members of committees.

ARTICLE VIII. OFFICIAL PUBLICATIONS

A. The official publications of the Society shall include the Journal of the American Musicological Society, the AMS Newsletter, the Directory, and such publications as are controlled by the Board of Directors and the Publications Committee.

1. The editor-in-chief of the Journal shall appoint, subject to the approval of the Board of Directors, a review editor of the Journal to serve a three-year term concurrent with the term of the editor-in-chief.

2. The Editorial Board of the Journal , shall be appointed by the editor-in-chief, subject to the approval of the Board of Directors. Its members shall serve terms of three years concurrent with the term of the editor-in-chief. A member of the Editorial Board may be reappointed for a second term, but no member may serve more than two consecutive terms. The Editorial Board shall serve the editor-in-chief in an advisory capacity for the formulation of editorial policy, and the individual members of the Editorial Board shall be available to the editor-in-chief for the evaluation of manuscripts submitted for publication in the Journal.

B. The Board of Directors shall determine what publications, besides the Journal, the Newsletter, and the Directory, shall be distributed to members gratis, and what discount, if any, shall be allowed on other publications.

ARTICLE IX. MEETINGS OF MEMBERS

A. Annual meetings

1. An annual meeting of members shall be held at a time and place to be determined by the Board of Directors, but not earlier than August 15 nor later than December 27 of each year. The Council shall advise the Board of Directors concerning any significant changes of policy regarding the place and date of the annual meeting.

2. The annual meeting shall include a program of scholarly presentations and related professional events, and a business meeting of members.

3. At the annual business meeting, ten percent of the membership shall constitute a quorum.

B. At or prior to the annual business meeting the Board of Directors shall present an annual financial report to the members including the following information:

1. Assets and liabilities, including trust funds, as of the end of the last fiscal year.

2. Major changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.

3. The Society's receipts, both unrestricted and restricted to particular purposes, during the year immediately preceding the date of the report.

4. The Society's disbursements, for both general and restricted purposes, during the year immediately preceding the date of the report.

5. The number of members of the Society, a statement of increase and decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and places of residence of the current members may be found.

C. The annual financial report shall be verified by the president and treasurer and filed with the records of the Society.

D. Special business meetings of members may be called on a petition by twenty percent of the members of the Society or twenty regular members of the Council.

E. The members at any annual or special business meeting by a majority vote or one hundred or more members by petition may initiate proposals to the Board of Directors of any kind concerning the affairs of the Society. If such proposal is not adopted by the Board of Directors, it shall be referred to the decision of the membership by means of a ballot.

ARTICLE X. FISCAL YEAR

The fiscal year of the Society shall be from July 1 to June 30.

ARTICLE XI. CHAPTERS

A. A group of at least ten members of the Society in any one locality may apply to the secretary for recognition as a chapter of the Society. The secretary shall refer the question to the Council, which shall advise the Board of Directors on whether to recognize the chapter.

B. Regulations Governing Chapters

1. Meetings. Chapters shall schedule their own meetings and elect officers, including at least a chair or president and a secretary or secretary-treasurer.

2. Membership. No chapter shall accept or retain as a member any person who is not a member of the Society.

3. Publications. Chapters may not issue publications in the name of the Society or in the name of a chapter thereof without permission of the Board of Directors.

4. Guidelines or By-Laws. Each chapter shall adopt its own Guidelines or By-Laws in consonance with the Certificate of Incorporation and By-Laws of the Society. The document should include (a) the chapter's boundaries, as determined by the Council, (b) the eligibility and duties of chapter officers and the method of replacing them when unexpected vacancies occur, (c) the procedures for electing officers and both regular and student members as representatives on the council of the Society, (d) the procedures for transacting business, (e) the provisions for chapter meetings, (f) the nature and method of financial operations, (g) regular services, such as newsletters and directories, and (h) procedures for changing the Guidelines or By-Laws of the Chapter.

5. Continuity. Chapters shall preserve the continuity of their operations by electing their officers to overlapping terms.

6. Grants. The Board of Directors may make or authorize money grants to chapters that have fulfilled all obligations, the said grants to be based upon per capita membership or to be awarded upon application from a chapter for particular projects within a chapter's official activities or functions.

7. Reports. Chapters shall report each year to the secretary about meetings and financial operations.

8. Action of Chapter. No action of a chapter shall be considered an action of the Society unless approved by the Board of Directors.

ARTICLE XII. AMENDMENTS

Amendments to these By-Laws may be proposed to the Board of Directors by a Constitutional Committee, by the annual business meeting of members, by the Council, or by a petition of fifty or more members. Amendments thus proposed shall be made known to the membership through one of the Society's publications or by other means at least six weeks before the next annual meeting; and they shall be placed on the agenda of the business meeting or a plenary session at the same annual meeting for discussion and possible revision. Two-thirds of the ballots cast in a ballot submitted to the entire membership shall be required for the acceptance of an amendment. The ballot shall state whether the amendment has the endorsement of the Board of Directors.

ARTICLE XIII. DISSOLUTION

In the event of the dissolution of the Society, any assets remaining shall be disposed of by the Board of Directors with the approval of a Justice of the Supreme Court of the State of New York, exclusively for one or more of the charitable, literary, and educational purposes of the Society, and shall be distributed in accordance with law to one or more organizations (including without limitation organs of federal, state or local government) engaged in activities substantially similar to those of the Society.

ARTICLE XIV. RULES

Robert's Rules of Order shall govern all meetings of the Society, its Board, Council, and committees where these rules are applicable and not inconsistent with these By-Laws.

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