ARTICLE I
NAMEThe name of this organization shall be "The Bohemians," (New York Musicians Club) (hereinafter called the "Club").
ARTICLE II
OBJECTThe object of the Club shall be to further the cause of music and the interests of musicians, to advance the careers of young musicians, and to support the Musicians Foundation, a tax-exempt charitable organization which aids professional musicians in need.
ARTICLE III
MEMBERSHIPSECTION 1. ELIGIBILITY. All persons who are professional musicians of recognized standing shall be eligible for Active Membership in the Club. All other persons outside of the musical profession who have an interest in and love for music and the musical profession shall be eligible for Associate Membership.
SECTION 2. STATUS OF MEMBERSHIP. Members shall be divided into five classes, such classification determined by both professional qualification and residency. These classes shall be defined as follows:
(a) Resident Active: Professional musicians of recognized standing who reside in New York City or within a radius of fifty miles.
(b) Resident Associate: Persons outside the musical profession who are interested in music and reside in New York City or within a radius of fifty miles.
(c) Non-resident Active: Professional musicians of recognized standing who reside beyond fifty miles of New York City.
(d) Non-resident Associate: Persons outside the musical profession who are interested in music and reside beyond fifty miles of New York City.
(e) Student Member: Such person shall be a current bonifide student. Such status may not exceed a period of four (4) years. After such four year period, such member shall be reassigned into the appropriate existing membership category to continue his/her membership.
SECTION 3. MEMBERSHIP PRIVILEGES. All Members shall enjoy equal Club privileges, except that not more than three Associate Members may serve on the Board of Governors (hereinafter called the "Board").
SECTION 4. PROPOSAL FOR MEMBERSHIP. Every candidate for Membership must be proposed by one Member and seconded by another Member over the signatures of the proposer and seconder. The name, profession and residence of the proposed candidate shall be submitted to the Secretary, who shall submit the list of candidates to the Board at a regular or special meeting of the Board. Such candidates as are passed on favorably by the Board shall be sent in writing to all Members of the Club at least one week before a General Meeting of the Membership. Such notification to the Membership shall be construed as a request for information or opinion as to desirability of candidates. Should any Member offer information or opinion concerning any candidate for Membership, such information or opinion shall be treated by the Board as highly confidential, as outlined in the following Section 5 of this Article.
SECTION 5. CONFIDENTIALITY. The proceedings of the Board concerning proposals of candidates for Membership shall be considered highly confidential, as if discussions were held in Executive Session. No written records shall be made of these discussions, nor shall Members of the Board violate this confidentiality beyond the Board meeting.
SECTION 6. INITIATION FEES AND DUES PAYMENTS.
(a) New Members shall pay initiation fees upon becoming Members of the Club. All Members shall pay annual dues to the Club. Initiation fees and Membership dues shall be fixed by a majority vote of the Board.
(b) New Members elected at meetings held between the first day of September and the thirty-first day of January of a Membership year shall pay the proscribed initiation fees and full annual dues upon notice of their election into the Club. New members elected at meetings subsequent to the first day of February of a Membership year shall pay the proscribed initiation fees and half annual dues upon notice of their election into the Club.
SECTION 7. MEMBERSHIP YEAR. The Membership year of the Club shall commence annually on the first day of September and continue through the last day of August of the following calendar year.
SECTION 8. ARREARS. The Treasurer shall send a statement of dues to each Member of the Club during the month of September. If a Member remains two months in arrears in payment of dues, the Treasurer shall call attention to this section of these By-Laws and request payment. Should such request not be met within . one month after such notification, the Board shall have the power to suspend or strike such Member's name from the roll of Members.
SECTION 9. NON-PAYMENT OF FEES AND DUES. Any person elected to Membership' and duly notified of election who fails to pay proscribed initiation fees and dues within three months after such notification shall forfeit all rights to Membership in the Club, and the name of such delinquent new Member shall be stricken from the roll of Members.
ARTICLE IV
MEETINGSSECTION 1. DATES, TIMES & LOCATIONS OF GENERAL MEETINGS. Regular General Meetings 6f the Club shall be held on the first Monday of each month from October to May. Such meetings shall be hefd at times and locations to be determined by the Board.
SECTION 2. DATES, TIMES & LOCATIONS OF BOARD MEETINGS. The Board shall meet atsuch times and locations asmay be determined by the President, or as mutually " agreed upon by the Members of the Board.
SECTION 3. QUORUMS. Ten Active Members shall constitute a quorum for the transaction of business at a General Meeting or Special Meeting of the Membership. Five Members of the Board (Officers or Directors)"shall constitute a quorum for the transaction of business at a Board Meeting.
SECTION 4. ANNUAL MEETING. The Annual Meeting shall take place on the first Monday of April of each year, or, if that date is unavailable or otherwise inconvenient for such meeting, at the eQrliest date as may be conveniently arranged by the Board.
SECTION 5. SPECIAL MEETINGS. Special Meetings to consider specified subjects may be called by the President, or at the written request of ten Active Members petitioning for such Special Meeting: Such valid written request from Members shall not be revoked by any Officer or by the Board, and the President shall call such meeting, to be held within thirty days of request for the meeting.
SECTION 6. NOTIFICATION OF MEETINGS. The Secretary shall notify all Members of the Club of all General or Special Meetings. SuCh notice shall be transmitted by mail, telephone, fax, E-mail or other established method of communication so that Members may be informed at least one week prior to such meeting. The Secretary shall further be responsible to all Board Members and shall transmit notice of meetings of the Board by similar methods and in a similar timely manner.
SECTION 7. PARLIAMENTARY AUTHORITY: The most recent edition.of the Scott, Foresman Roberts Rules of Order shall serve as the parliamentary authority for the Club. The rules contained therein shall govern the conduct of all General., Special and BoaFd Meetings, in all situations whert3 they may not be inconsistent with these By-Laws, any special rules the Club may adopt, or with existing public law.
ARTICLE V
OFFICERS AND GOVERNMENTSECTION 1. OFFICERS & DIRECTORS. The Officers of the Club shall consist of a president, three Vice-Presidents, a Secretary, a Treasurer, at least ten Directors, and all living former Presid~nts of the Club. All of these Members shall constitute the Board of Governors (Board) of the Club. The Officers ?f the Club shall be elected by the Board from among the Members of the Board.
SECTION 2. ELECTION OF DIRECTORS. The Directors of the Club shall be elected by the general Member~hip of the Club. Such elections shall be held at each Annual Meeting of the Club. All Members of the Club are eligible to serve as Officers or Directors, but at no time shall the Board have more than three Associate Members serving as Officers or Directors, except that any former Presidents of the Club serving on the Board shall not be included in the tabulation of Associate Members. The Officers and Directors shall be divided into three three-year classes, with each third of the directorship serving a three year term, and each class commencing and terminating in ~a different year, thereby replacing one-third of the directorship being elected in each year.
SECTION 3. NOMINATION & ELECTION COMMITTEE. During each year the President shall appoint a Nomination and Election Committee of five Members of the Club. Such Committee shall be appointed at least one month prior to th~ Annual Meeting at which elections will be held. Such Committee shall meet to seek out Members willing to serve as Officers or Directors of the Club, and shall present such persons to the Members .of the Club for their consideration. This Committee is further empowered to conduct the election proceedings according to these By-Laws and according to Roberts Rules of Order.
SECTION 4. TERM OF OFFICE. The term of office of all Officers and Directors Shall be three years, with the exception of former Presidents of the Club, who remain Members of the Board for life.
SECTION 5. VACANCIES. Should a vacancy occur in the offices of President, Vice-President, Secretary or Treasurer, the Board shall elect from its own number a Member to fill . such office until the next Annual Meeting when an election shall be scheduled. Furthermore, should a vacancy occur among the additionaJ Directors serving on the Board, the Board shall elect a Member of the Club to fill such office until the next Annual Meeting when an election shall be scheduled. Such replacements shall be made as promptly as may be convenient for the Members of the Board. Officers and Directors subsequently elected by the Membership as replacements to fill such vacancies shall serve in the election class' of their predecessor(s) and for-the balance of such elected term. The Board and Membership shallnot replace vacancies that occur in chairs held by former Presidents of the Club.
SECTION 6. REMOVAL OF OFFICERS OR DIRECTORS. Should a request be made for removal of an Officer or Director of the Club, the following procedure shall be followed: A written petition, signed by ten or more Members of the Club, shall be presented to any Officer or Director of the Club, who shall be obligated to present such petition to any and all of the otherMembers of the Board. The business of such removal shall be placed on the agenda, in a priority order, at the next General Meeting of the Club, or the Board may vote to hold a Special Meeting for this purpose. The Secretary shall inform the Members of the Club in a timely manner concerning such request for removal of one or more Officers or Directors, including the time and place of the General or Special Meeting at which such business will take place. Removal of any Member of the Board may be effected only at a properly constituted meeting which has achieved a quorum of at least 50 'percent of all Resident Active and Resident Associate Members of the Club. However all Members of the Club, Resident and Non-resident, shall be permitted to participate in the business of said meeting. Removal of any Director or Officer of the Club must be carried by two-thirds (66 2/3%) of the Members present at such meeting.
SECTION 7. FAILURE OF BOARD MEMBERS TO ATTEND MEETINGS. Any Member of tl1e Board who shall be absent from three consecutive meetings of the Board, shall, at the option of the Board, be considered as having resigned from the Board.
SECTION 8. DUTIES OF THE PRESIDENT. The President shall:(a) preside/at all meetings of the Club and all meetings of the Board.
(b) appoint all committees.
(c) with the Secretary, sign all contracts and obligations.
(d) perform all other duties as may be proscribed in these By-Laws, and other obligations as are proper and incident to the office.SECTION 9. DUTIES OF THE VICE-PRESIDENTS. The Vice-President shall, in the absence of the PreSident, alternately preside at all meetings of the Club and of the Board, and shall assume all other functions of the President as may be necessary due to the absence or incapacity of the President to perform his or her duties.
SECTION 10. DUTIES OF THE SECRETARY. The Secretary shall:
(a) keep the minutes of all meetings of the Club and the minutes of all meetings of the Board.
(b) issue all necessary notices to the Members of the CIub and the Members of the Board.
(c) have custody of the records of the Club and of the Board,
(d) sign, with the President, all contracts and obligations of the Club, and perform such other duties as may be proscribed in these By-Laws, or as the Board may reasonably require.SECTION 11. DUTIES OF THE TREASURER. Tlie Treasurer shall:
a) keep tne accounts of the Club.
(b) collect and receive all initiation fees, dues and other income of the Club.
(c) deposit all such flinds collected in the name and accounts of the Club in such bank, trust company or other authorized investment as may be directed by the Board.
(d) pay all proper bills, and perform such other duties as may be proscribed in. these By-Laws, or as the Board may' reasonably require.SECTION 12. DUTIES OF MEMBERS OF THE BOARD. The Board shall have the following powers, and it shall be its duty:
(a) to manage and control the affairs of the Club, subject to the general approval of the Members, and to carry out its purposes according to these By-Laws. -
(b) to examine the financial books of the Club and to provide for their audit as necessary.
(c) to arrange for all entertainments, concerts, social affairs and other similar events held by the Club.
(d) to pass upon the application of all candidates for admission to the Club.
(e) to fill any vacancies on the Board, as specified in Article V, Section 5 of these By-Laws.SECTION 13. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, any or all of the Vice-PreSidents, the Secretary, the Treasurer, and any Director or Directors the President may choose to appoint to such Committee. The President shall serve as Chair of this Committee. This Committee shall meet at the call of the Chair.. Three Members of the Committee shall serve as a quorum for the transaction of business at meetings of the Committee. The purpose of the Committee shall be to transact any business of the Club which might properly and normally come before the Board, at such times when it is impossjble to convene a Board meeting having a necessary quorum. All actions of the Executive Committee are subject to subsequent appro\ial and ratification of the- Board at a meeting which has achieved a quorum, and shall be placed early on the agenda of such meeting of the Board.
ARTICLE VI
AMENDMENTSSECTION 1. INFORMATION & PROCEDURE. Proposed amendments may be presented by the Board, or may be presented to the Secretary in written form by ten or more Members of the Club. All proposed amendments shall first be considered by the Board~ Recommendations may be made by the Board, but in no event shall the Board have the option or power to refuse to present to the Membership a proposal for amendment made by ten or more Members of the Club. Such proposed amendments shall be presented to the Members at the next regular General Meeting of the Club, or the Board may call a Special Meeting for the. purpose of consideration of the proposed amendment(s).
SECTION 2. CALLING OF MEETING. The Secretary shall inform the Membership of such meeting by presenting the proposed amendment to each Member, such notice to be sent to Members at least ten days prior to the meeting along with notice of the time and place of the meeting at which this business will be considered.
SECTION 3. APPROVAL. Thereafter, these By-Laws may be amended at such General Meeting or Special Meeting of the Club by a two-thirds approval of the Members present.
ARTICLE VII
BONDSThe Board may require an Officer, Director or employee to furnish a bond by a responsible surety company in such form and in such amount as the Board may require, conditioned upon the safekeeping of and proper accounting for the funds of the Club in the: custody of the Officer, Director or employee, or received or disbursed by him or her. The premiums shall be paid by the Club.
ARTICLE VIII
INDEMNIFICATIONIf indemnification is necessary, the Board is empowered to indemnify each Director and Officer of the Club (or, if deceased, his or her personal representative), and the Club may advance his or her expenses, to the full extent authorized or permitted under the New York Not-for-Profit Corporation Law, and, except as restricted by law, the Club may provide additional indemnification pursuant to agreement, action of the Board, provisions of these By-Laws, or otherwise.
ARTICLE IX
DURATION AND DISSOLUTIONSECTION 1. DISSOLUTION PROCEDURE. The Club shall continue as an organization until dissolved at a Special Meeting called for this purpose. To achieve a quorum for such meeting, two-thirds of the entire Membership of the Club, plus one, shall be required to either be present at such meeting, or to have completed and returned proper proxy ballots in a timely manner. Such proxy ballots shall be included in the count for the required quorum. When calling for such meeting, the Board shall be responsible to offer and provide such proxy ballots to the entire Membership, thereby offering every Member the opportunity to participate in such dissolution. proceedings. Having achieved such quorum, a majority vote shall be required for dissolution.
SECTION 2. DISSEMINATION OF' ASSETS. Upon dissolution of the Club and satisfaction of all its debts and obligations, any remaining assets of the Club shall be given to the Musicians Foundation, if such organization is then in existence. If such transfer of assets is not possible, the Board,in one of its last decisions, may act to give such assets to any non:profit arts organization ofits choice. Such arts organization shall be required to be qualified to receive such assets according to appropriate then existing public laws and tax status.
(Revised: February 16, 2009)