a not-for-profit
Missouri corporation
ARTICLE I – NAME
The name
of this association shall be the TAMBURITZA ASSOCIATION OF AMERICA.
ARTICLE II – OBJECT
The
object of this association is to promote the growth of said association through
the preservation and promotion of our tamburitza music, our slavic culture,
past, present, and future, or any other lawful pursuit not inconsistent with
our status as a not-for-profit Missouri corporation.
ARTICLE III – MEMBERSHIP
Membership
of the T.A.A. shall be composed of all tamburitza music lovers and Tamburasi,
male or female, who are interested or active in tamburitza music and the
general objects of the association who have paid the applicable annual
membership dues.
ARTICLE IV – DUES
Annual
dues for members of the association shall not be less than five (5) nor more
than fifty (50) American dollars per year. Dues shall be payable upon
application for membership. Membership shall last for the remainder of the calendar
year in which the dues are received by the membership chairperson and
thereafter on an annual calendar year basis providing the subsequent annual
dues are tendered on a timely basis. Membership which has lapsed for
non-payment of dues may be renewed upon receipt by the membership chairperson
of payment of the then applicable dues. The Association may from time to time
offer a multiple year or lifetime membership at a discount dues rate relative
to the single year annual dues rate then established.
ARTICLE V – RIGHTS, PRIVILEGES AND RESPONSIBILITIES OF
MEMBERSHIP
Only
those persons in compliance with Articles III and IV of these bylaws shall be
entitled to the rights, privileges, and responsibilities of membership.
Each
individual dues paying member shall have the following rights, privileges, and
responsibilities:
A. The right
to cast one (1) vote on each matter submitted to the general membership. Such vote must be cast via a method
previously approved by the Board of Directors.
B. The
privilege of holding office (subject to criteria contained elsewhere in these
bylaws), making motions, and participating in discussions of various matters
properly on the floor at a membership meeting when called upon to do so by the
chairperson of such meeting.
C. The
right to attend the annual or any duly called special meeting of the T.A.A. at
the time and place designated by the officers and directors of the association.
D. The
privilege of performing at a Tamburitza Extravaganza upon the invitation of the
inviting authority.
ARTICLE VI – BOARD OF DIRECTORS
A. The Board of Directors shall consist of eleven (11) persons. No person shall be permitted to stand for
election to the Board of Directors unless said person shall first have attained
the age of 21 years and who shall have been a member in good standing of the
T.A.A. for at least four (4) consecutive years immediately preceding the
candidate’s nomination. Those candidates
receiving the highest number of popular votes shall be deemed to have been
elected to fill the seats in such number equal to the announced vacancies.
B. All
directors so elected shall hold their offices for three (3) years except when
elected or appointed to fill mid-term vacancies, in which case the director so
elected or appointed shall only serve for such period of time as is specified
by any applicable provision set forth
below, unless thereafter reelected.
C. If
a board member dies or resigns before the expiration of his/her term, and such
death or resignation occurs after the general membership meeting (typically
held at the annual Tamburitza Extravaganza event) but before the annual
Mid-Year Board of Directors meeting, then such vacancy on the Board of
Directors may be filled in accord with the following procedure: The President
of the Association may recommend in writing to the Executive Board a member
that meets the criteria specified above in Section 1-A to be appointed to fill
the vacant Director position. The Executive Board must, within 14 days of the
date of the President’s written recommendation, review and respond in writing
to said recommendation by the President. If the Executive Board approves the
President’s recommendation by simple majority of the Executive Board, then said
recommendation shall be forwarded in writing to the entire Board of Directors
within 14 days of the Executive Board’s approval. The entire Board of Directors
shall then vote upon said recommendation. If a simple majority of the Board of
Directors approves the recommendation, then the person so recommended shall be
deemed appointed to the Board of Directors and shall serve in such capacity
until the next general election when such person shall have the option of
standing for election to continue the unexpired term of his/her predecessor or
standing for election to fill any other vacancy on the Board of Directors. If the Executive Board, or the entire Board
of Directors fails or refuses to approve the President’s recommendation in
accord with the procedure set forth above, then the President may re-initiate
the process set forth in this paragraph by recommending another member that
meets the criteria specified above in Section 1-A.
D. If
a board member dies or resigns before the expiration of his/her term, and such
death or resignation occurs after the annual Mid-Year Board of Directors
meeting, then such position on the Board of Directors shall remain vacant until
the next general election at which time the vacancy shall be filled in accord
with the other provisions of this Section1.
The Board of
Directors shall transact the business of the T.A.A., may fill all vacancies
arising between elections in the list of officers, shall pass upon all
expenditures and upon all recommendations for membership presented by the
membership committee. The Board shall
pass upon all T.A.A. undertakings in advance; and the budget, when prepared by
the finance committee, must be approved by the Board of Directors before it is
presented to the members of the T.A.A.
The Executive Board shall
consist of four (4) members elected by the entire Board of Directors from among
the members of such Board. The duties of
the Executive Board shall be to act in an advisory capacity to the President,
and to decide matters of immediate importance between meetings of the entire
Board of Directors which do not involve the expenditure of Association moneys
in excess of five hundred (500) American dollars. The Executive Board shall review and approve
or disapprove of the President’s appointments of chairpersons of standing or ad
hoc committees, shall perform all other duties delegated by the entire Board of
Directors acting as a body, and shall render a full report of its acts at the
next meeting of the entire Board.
A. The
Executive Board is solely responsible for the selection of the host chairperson
for each Tamburitza Extravaganza, subject only to the approval of the entire
Board of Directors.
B. The
Executive Board shall have primary responsibility for selection of the city in
which each Tamburitza Extravaganza will be held, with final approval needed by
the entire Board of Directors of the T.A.A.
They shall have the authority to accept bids from cities, facilities,
and/or committees interested in hosting future Tamburitza Extravaganzas. After their review, they shall submit their
recommendations to the general membership for information purposes only. Cities, facilities, and/or committees
interested in hosting future Tamburitza Extravaganzas shall submit bids to the
Executive Board two (2) years in advance of their target date (i.e., cities,
facilities, and/or committees wishing to host in 2010 shall submit their bids
no later than the spring of 2008).
ARTICLE VII - OFFICERS
The officers of the T.A.A.
shall be the President, Vice-President, Secretary, and Treasurer.
The officers of the T.A.A.
shall be elected by the Board of Directors on an annual basis. The nominee receiving the highest number of
votes for a position to which he/she has been nominated shall be deemed to have
been elected to that position.
A. President. The President shall preside at all business
meetings of the T.A.A., of the Board of Directors, and of the Executive Board,
or the President shall delegate such other Director as he/she deems appropriate
to preside at such meetings. He/she shall appoint the chairperson of the
standing and ad hoc committees. The
President shall be, ex-officio, an additional member of each of such committees
and must be notified of their scheduled meetings. When necessary, the President shall call
special meetings of the T.A.A., the Board of Directors, and the Executive
Board. The President shall present a
report of the year’s work, including that of the Board of Directors, at the
annual general membership meeting, and perform all other duties commonly
associated with the office of President of a not-for-profit corporation.
1. The
President of the T.A.A. shall appoint three (3) tellers to assist in conducting
the annual election of Directors in a fair and impartial manner.
2. The
President shall be an alternate or co-signatory on each of the Association’s
financial accounts with the treasurer and shall oversee the withdrawal and
disbursement of T.A.A. funds.
B. Vice
President. The Vice President shall, in the absence of the President or in
case of the President’s inability to act, perform the duties of President.
C. Secretary.
The secretary shall keep the minutes of the meetings of the T.A.A., of the
Board of Directors, and of the Executive Board.
He/she shall prepare for the use of the President at each business
meeting a memorandum of business to be transacted. He/she shall also keep for ready reference,
lists of all chairpersons and members of all standing and ad hoc committees;
and shall see that submitted reports passed are properly dated, and signed
before being filed. He/she shall also
present a brief report of his/her year’s work at the annual Board of Directors
meeting.
He/she
shall also record and make available, upon reasonable request, orally or in
writing, the results of all elections and votes of the general membership, the
Board of Directors, and the Executive Board indicating the respective position
of each officer and/or director when such person casts a vote other than in a
vote of the general membership, in a fashion reasonably calculated to inform
the general membership of the decisions made and actions taken.
D. Treasurer. The Treasurer shall promptly collect all dues,
and promptly receive and deposit all moneys due or belonging to the T.A.A. in a
federally insured financial institution (if possible and prudent). He/she shall disburse the corporation funds
by bank check only, upon order of the Board of Directors or the Executive Board
when permitted by these bylaws.
The
Treasurer shall assist the membership chairperson in confirming the status of
those persons applying to attend an association meeting, vote, or those
intending to perform at any Tamburitza Extravaganza.
The
Treasurer shall assist the membership chairperson in notifying the Board of
Directors of any members who have resigned or forfeited membership and shall
also assist in regularly informing the Board of Director of all additions and
changes in the list of members’ names and addresses.
The
Treasurer shall prepare an accurate annual financial report, keep the books,
make all authorized payments on behalf of the association, and provide the
audit committee with the records they request in a timely manner. The Treasurer shall present for approval the
annual, audited report at the last Board of Directors meeting immediately
preceding the general membership meeting and also shall present such report for
approval to the general membership at their annual meeting.
The
Treasurer shall be bonded annually at the expense of the association and the
amount of the surety bond shall be designated by the Board of Directors at each
annual meeting of the T.A.A.
The
Board of Directors may, from time to time, direct the Treasurer to, on terms
dictated by the Board of Directors, engage the services of a certified public
accountant outside the membership ranks of the T.A.A. for the purpose of 1)
conducting an independent audit of the Association’s financial records, 2)
reviewing the various fiscal practices of the T.A.A., and 3) presenting to the
Board of Directors a written evaluation or management letter enumerating
suggested revisions or improvements to be considered by the Board for
implementation by the Association. A
copy of this report shall be made available upon reasonable written request for
the review of any verified member of the T.A.A.
ARTICLE VIII – ELIMINATION AND ASSUMPTION OF CERTAIN
LIABILITY OF VOLUNTEER DIRECTORS
A
volunteer director of the T.A.A., a not-for-profit Missouri corporation, shall
not be personally liable to the corporation or its members or its creditors for
monetary damages for the volunteer director’s fiduciary duty, except for
liability:
(1) for any breach of
the volunteer director’s duty of loyalty to the corporation or its shareholders
or members;
(2) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;
(3) for
any transaction from which the volunteer director derived an improper personal
benefit;
(4) for
any acts or omissions occurring before the date this article is filed with the
State of Missouri, and
(5) for
any acts or omissions that are grossly negligent.
The
corporation hereby assumes all liability to any person other than the
corporation or its shareholders or members, if any, for all acts or omissions
of a volunteer director occurring on or after the date this Article is filed
with the State of Missouri, incurred in the good faith performance of the
director’s duties as a volunteer director; provided, however, that the
corporation shall not be considered to have assumed any liability to the extent
such assumption is inconsistent with the status of the corporation as an
organization described in Section 501(C)(3) of the Internal Revenue Code of
1986, or comparable provisions of subsequent legislation (the Code). If Missouri law is hereafter amended to
authorize the further elimination or limitation of the liability of directors
of non-profit corporations, then the liability of a director of the corporation
(in addition to the limitation, elimination and assumption of personal
liability contained in this Article) shall be assumed by the corporation or
eliminated or limited to the fullest extent permitted by Missouri law as so
amended, except to the extent such limitation, elimination, or assumption of
liability is inconsistent with the status of corporation as an organization
described in Section 501(C)(3) of the Code.
No amendment or repeal of this Article shall apply to or have any effect
on the liability or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring prior to the
effective date of any such amendment or repeal.
ARTICLE IX – INDEMNIFICATION OF DIRECTORS AND OFFICERS
Provided
such indemnification does not violate the status of the corporation as an
organization described in Section 501(C)(3) of the Internal Revenue Code of
1986, or comparable provisions of subsequent legislation, each person who is or
was an officer of the corporation, or a member of the Board of Directors, and
each person who serves or has served at the request of the corporation as a
director, officer, employee, or agent shall be indemnified by the corporation
to the fullest extent permitted by the corporation laws of the State of
Missouri as they may be in effect from time to time. The corporation may purchase and maintain
insurance on behalf of any such person in any such capacity or arising out of
his/her status as such, whether or not the corporation would have such power to
indemnify him/her against such liability under the laws of the State of
Missouri. This right of indemnification
shall continue as to a person who ceases to be a director or officer, and shall
inure to the benefit of the heirs, executors, and administrators of that
person.
ARTICLE X – DISBURSEMENT
Disbursement
of association funds shall only be made in accord with the authority expressly
provided in these bylaws; and the officers, directors, and performers shall
provide their services without salary or other compensation except that they
may be reimbursed for authorized expenses incurred on behalf of the association
and in furtherance of its lawful objectives.
ARTICLE XI – STANDING COMMITTEES
There shall be the
following standing committees –
Finance
Hall of
Fame
Membership
Parliamentary
Law and Bylaws
Audit
T.A.A.
History
and such other committees as the Board of Directors may from
time to time find necessary. The
President shall appoint a chairperson for each of these committees. Each chairperson shall render a written
report enumerating his/her committee’s work of the preceding year to the
President eight (8) weeks before the annual meeting for possible incorporation
into the President’s report, and shall present a brief oral report of same to
the membership at the annual meeting and to the Board of Directors at its
meetings if called upon to do so.
A. The
Finance Committee shall consist of three members with the Vice President as
chairperson, and including the Treasurer and one other Board member. This
Committee shall prepare a budget for the ensuing year, subject to the approval
of the Board of Directors.
This
committee shall also notify the Board of Directors from time to time of
expenditures made and shall verify all requests for reimbursement or
expenditures by requiring that all submissions be dated, itemized, and signed
and that all such submissions include the purpose for such expenditures.
B. The
Parliamentary Law and Bylaws Committee shall be appointed by the President
and shall consist of a parliamentarian who shall inform him/herself concerning
the Articles of Incorporation and Bylaws of the T.A.A. and shall be prepared,
when called upon by the President, to give opinions concerning parliamentary
procedure according to the authority adopted by the T.A.A. There shall be an annual review of the
existing bylaws by this committee to update, make suggested amendments to, or
propose bylaws as needed. These proposed
amendments shall be presented to the general membership for their acceptance or
rejection at their annual meeting.
C. The
T.A.A. History Committee shall consist of one or more members, as may be
designated by the Board of Directors, with a chairperson known as “historian”,
who shall familiarize him/herself with and be responsible for the care of all
archival records, memorabilia, books, audio and visual tapes, photographs, and
papers belonging to the T.A.A. He/she
shall arrange to have such items properly and safely stored, catalogued, and
maintained and, if borrowed, that records will be maintained to ensure return
or retrieval of association property.
This committee shall also be responsible for the gathering and
maintenance of copies of notices, programs, and the Tamburitza Times as well as
any newspaper articles, correspondence, or other items making historically
significant reference to the association and its activities. He/she shall also file for archival purposes,
several copies of each program or yearbook as soon as such may be issued. Any and all recordings of any T.A.A.
sponsored Tamburitza Extravaganza, visual or audio, are the sole property of
the T.A.A., and distribution of such recordings is the exclusive right of the
association unless otherwise provided for and authorized by the association.
D. The
Auditing Committee shall be appointed by the President and shall consist of
three (3) members of the association.
Records of the Association as well a records of the local Tamburitza
Extravaganza host committee for the previous year are to be presented to the
auditing committee for their audit which is to be conducted prior to the first
Board of Directors meeting at the annual Tamburitza Extravaganza. Upon completion of such audit, a report shall
be made and presented to the Board of Directors for their approval and then
made available to the general membership for their information and approval.
E. The
Hall of Fame Committee shall be appointed by the President and shall
consist of five (5) or more members as approved by the Board of Directors, who
will be responsible for receiving all candidates’ names and resumes from the
general membership. The names and addresses
of Hall of Fame nominees in any given year shall be submitted to the Board of
Directors for their consideration prior to the spring Board of Directors
meeting.
The
purpose of the Tamburitza Association of America’s Hall of Fame is to
commemorate those persons who have distinguished themselves as being
extraordinary musicians and/or ambassadors of the Tamburitza.
F. The
Membership Committee shall be appointed by the President and shall consist
of one (1) chairperson from the Board of Directors and two (2) general
members. The committee shall review all
applications for membership along with payment of the applicable membership
dues and process them in accord with these bylaws. This committee shall also record and maintain
current lists of association members for such purposes as are provided for in
these bylaws, and shall hold these lists open to the general membership for
their information and review upon reasonable written request.
ARTICLE XII – POSTHUMOUS SCROLL OF RECOGNITION
The
association shall maintain a Posthumous Scroll of Recognition to commemorate
the efforts of our deceased tamburasi.
Members interested in submitting the name of a deceased tamburas(a) for
placement on the T.A.A. Posthumous Scroll of Recognition shall submit the following
information to the Secretary:
-- the name
of the deceased tamburas(a)
-- the
name of the orchestra(s) with whom that tamburas(a) played and their location
-- his/her
last known address
The
Posthumous Scroll of Recognition shall be first awarded to the surviving
spouse; if none, then to surviving children, if none, then to a sibling; if
none, then to a relative. If there are
none of the above, the award will be made to a close personal friend of the
deceased tamburas(a) who would cherish the possession of the award.
ARTICLE XIII – MEETINGS
A. T.A.A. meetings shall be conducted annually for the general
membership for the purpose of transacting the business of the T.A.A. including
the election of Directors. The meeting
shall be scheduled on Saturday morning of the annual Tamburitza Extravaganza
unless circumstances dictate otherwise.
B. Special
meetings and regular meetings of the T.A.A. shall be called by order of the
President or of a majority of the Board of Directors on giving of not less than
ten (10) days written notice, except in an emergency.
C. Meetings
of the T.A.A. and of the Board of Directors shall be conducted by rules of
parliamentary procedure. Roberts Rules
of Order shall be the controlling authority for the T.A.A. in all questions of
parliamentary law not covered by the Articles of Incorporation or by these
bylaws of the association
A. Regular meetings of the “old” Board of Directors shall be held
prior to the annual general membership meeting.
The “new” Board of Directors shall meet subsequent to the annual general
membership meeting and again in the spring of each year to conduct the business
T.A.A. Time, place and date, shall be communicated in writing to all members of
the Board of Directors by the Secretary or the President.
B. Special
meetings of the Board of Directors may be called by the President or by a
majority of the Board when it is considered necessary. Notice thereof shall be given to all Board
members at least three (3) days in advance of such meeting and notice may be
given by mail, email, messenger, or telephone.
A. The
Executive Board shall not hold regular meetings unless it is so provided by the
Board of Directors.
B. Special
meetings of the Executive Board may be called by the President or by a majority
of the Executive Board. Notice may be
given orally, or by mail, email, telephone or messenger.
ARTICLE XIV – QUORUM AND NECESSARY MARGIN OF VOTE
The quorum for a T.A.A. general
membership annual meeting shall be not less than twenty-five (25) members not including
Officers and Directors. For a meeting of
the Board of Directors, quorum shall be seven (7) of the eleven (11) Directors;
and for the Executive Board, it shall be three (3) of the four (4) Officers of
the Executive Board. Committees must
have physically present a majority of the committee’s total members to
constitute quorum.
The necessary margin of votes to carry a motion, approve
minutes, accept reports, or adopt resolutions shall be a simple majority of
ayes when a sufficient number of voters of the appropriate category are present
in quorum, except as expressly authorized otherwise by Article XV.
ARTICLE XV – AMENDMENTS
The Articles of Incorporation of the
T.A.A. may be amended at any regular or duly called special meeting of the
association membership by a two-thirds (2/3) vote of the members present and
voting, provided quorum is present and notice of the proposed amendments has
been given in writing at least thirty (30) days prior to the meeting.
The Bylaws of the T.A.A. may be
amended at any regular or duly called special meeting of the association
membership by a two-thirds (2/3) aye vote of the members present and voting,
provided a quorum is present and notice of the proposed amendments has been
published in the Tamburitza Times at least thirty (30) days prior to the
meeting when such proposed amendment(s) are to be voted upon.
ARTICLE XVI – TAMBURITZA EXTRAVAGANZA
The association shall, unless deemed
impossible, impractical or otherwise ill-advised by eight (8) of the eleven
(11) board members in a recorded vote, annually sponsor a Tamburitza
Extravaganza to promote the lawful objectives of this association. A person to chair such event shall be
appointed as provided in these Bylaws.
Such chairperson shall select a local committee to assist in the
planning and operation of the event on the local level. The chairperson, together with such local
committee, shall enter into a written Operations Agreement with the T.A.A. and
shall be bound by the terms of such agreement, by the terms and specifications
recited in the Operations Manual and such amendments to it as are provided by
the association, as well as by the Articles of Incorporation and Bylaws of this
association and any applicable local, state and/or federal law in conducting
themselves and their business on behalf of the association.
ARTICLE XVII – WRITING REQUIREMENT
A “writing” as required by these
Bylaws shall be written in the conventional sense or may be accomplished electronically
(i.e., via email) provided that a “hard copy” printed document is generated for
retention in the records of the Association for future reference.
THESE SEVENTEEN (17) BYLAWS AS ENUMERATED ABOVE SHALL CONSTITUTE
THE BYLAWS OF THE TAMBURITZA ASSOCIATION OF AMERICA.