Nature and Fiscal Year of the Society. The Society shall be a not-for-profit corporation having a fiscal year from 1 January through 30 December.

ARTICLE II. Purposes

The purposes of the Society, as stated in its Certificate of Incorporation, shall be educational, and shall be devoted to the general interests of the discipline of music theory. The specific objects and purposes of the Society are as follows:
To provide a forum for the exchange of information and ideas pertaining to music theory and its teaching;
To conduct meetings which may include the presentation of papers, panel discussions, and exhibits of teaching materials;
To publish a newsletter or journal;
To encourage research in music theory and its teaching;
To make available to educational administrators resource personnel to assist in the development of programs and teaching materials in music theory.
And in general, to promote and uphold the highest standards of musicianship at all levels of music making in New York State.
The activities shall not be pursued for a profit to such an extent as to constitute trade or business, but solely for the purposes stated above. No part of the principle or net earnings of the Society shall inure to the benefit of any officer, director or employee of the Society or any individual, except as reasonable compensation for services rendered in effecting one or more of its purposes. No part of the activities of the Society shall consist of carrying on propaganda or otherwise attempting to influence legislation, or participating or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office or any political issue; nor shall any part of the principle or net earnings of the Society inure to the benefit of any organization which engages in such activities.

ARTICLE III. Managers (The Board of Directors)

The managers shall consist of the officers designated in Bylaw IV. Because of common usage in comparable organizations and in the Constitution of the Music Theory Society of New York State, the Managers are hereinafter designated as the Board of Directors. The Board of Directors shall function as the operating committee of the Society, and shall have control and management of the affairs and funds of the Society between meetings of the general membership of the Society, to which the Board of Directors is responsible. It shall be the duty of the Board of Directors to call meetings of the Society, to prepare the docket of business, to order the taking of votes by mail when such action shall be necessary or advisable, to cause the Treasurer’s accounts to be reviewed, to supervise the publications of the Society, and to prepare its reports, and in general to oversee the affairs of the Society and its interests and to execute its decisions. A quorum of the Board of Directors shall be five. In case of necessity, the members may communicate their votes on any matter by mail, telephone or suitable electronic format.

ARTICLE IV. Officers
Section 1. President
A President, who shall preside at meetings of the Society and the Board of Directors. The President shall appoint all committees with the concurrence of the Board of Directors, and shall be ex officio a member of all Standing Committees. The President shall discharge such other functions as are customarily associated with the office.
Section 2. Vice President
A Vice President, who shall discharge the functions of the President in case of the latter’s disability or absence, or at the latter’s request, and serve in various capacities which may be appropriate to the office and the Society.
Section 3. Secretary
A Secretary, who shall carry on the work of the Society under the general direction of the President, preparing the business for all meetings and keeping the records thereof. The Secretary shall conduct the correspondence of the Society.
Section 4. Treasurer
A Treasurer, who shall collect membership dues, receive all monies and deposit them in the name of the Society. With the authorization of the Board of Directors, the Treasurer shall invest any funds not needed for current disbursements.
The Treasurer shall pay all bills and make a report to the Society at the Annual Meeting, and also such other reports as the Board of Directors may direct.
The financial records of the Society shall be reviewed once every four years by an external agency and the results shall be reported to the members of the Society.
Section 5. Members-at-Large
Four Members-at-Large, who shall assist, advise, and otherwise cooperate with the officers heretofore designated, and who shall maintain general contact with the members of the Society.
Section 6. Election or Appointment

The election of officers and Members-at-Large shall be held by mail or in a suitable electronic format prior to the Annual Meeting of the Society each year. The Vice President shall oversee the nominating procedure. The Secretary will distribute ballots to all members in good standing of the Society and set a deadline for their return that will allow sufficient time for them to be counted prior to the Annual Meeting. Results will be announced at the Annual Meeting.
The President, Vice President and Members-at-Large shall serve for two-year terms; the Secretary and Treasurer shall serve for four-year terms.
Officers and Members-at-Large may be re-elected.
In even-numbered years (academic years beginning with an even number) the President, Secretary, and two Members-at-Large will be elected. In odd-numbered years (academic years beginning with an odd number) the Vice President, Treasurer and two Members-at-Large will be elected.
Election shall be by individual ballot and a plurality of the ballots cast shall be requisite for election.
Vacancies among the officers or members of the Board arising between elections shall be filled by appointment by the Board of Directors until the next regularly scheduled election.
Section 7. Publications of the Society
The Board of Directors shall appoint an editor and a subscriptions manager for Theory and Practice, the journal of the Society, for specified terms of office not to exceed three years. Terms are renewable at the discretion of the board.
The editor shall appoint a reviews editor for a specified term of office not to exceed three years. The editor may appoint a managing editor and associate and assistant editors as needed.

ARTICLE V. Members, Membership Dues, and Meetings of The Society
Membership in and meetings of the Society are regulated by the following provisions:
Section 1. Membership
The incorporators and members in good standing of the Society shall have exclusive voting power. Membership shall be individual, not institutional, and shall consist of persons interested in any aspect of music theory. Application for membership shall be made to the Secretary or Treasurer of the Society.

Section 2. Annual Dues
Annual Dues, in an amount to be established by the Board of Directors, shall be paid by each member of the Society. Membership is held on an annual basis according to the calendar year, from 1 January to 31 December. Dues may be paid at any time, but must be current to have voting rights, receive the journal, or enjoy other rights of membership.

Section 3. Meetings
There shall be an annual meeting of the Society at a time and place fixed by the Board of Directors. Special meetings may also be held at places and on dates fixed by the Board of Directors. The Secretary shall, not less than 30 days before the date set for each meeting, annual or special, mail written notice thereof to each member at his or her address as it appears upon the books of the Society. A quorum of the Society at any meeting, whether annual or special, shall be twenty-five voting members. The rules contained in Robert’s Rules of Order shall govern the Society in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws of the Society.
Section 4. Votes
At all meetings of the Society, those entitled (dues-paid members in good standing) shall have one vote each. Members may vote by mail or in a suitable electronic format on matters specifically designated by the Board of Directors. In a situation in which members are not physically present for a vote (mail or electronic format), all members of the current calendar year and the previous year shall be eligible to vote.

ARTICLE VI. Standing Committees
The Standing Committees of the Society shall be the Program Committee and the Publications Committee. Each Standing Committee shall consist of three or more persons, appointed for one year by the President in concurrence with the Board of Directors. As need arises, successor or additional members of standing committees may be appointed in the same manner and other committees may be thus constituted and appointed.

ARTICLE VII. Amendments
The Bylaws shall be adopted by the members of the Society at an Annual Meeting duly called, and may be amended at any meeting of the Society by a two-thirds vote of the voting members present. Amendments to the Bylaws may be proposed by any group of five members of the Society. The Secretary shall circulate proposed amendments to the members of the Society at least one month in advance of the meeting at which they are to be considered.

ARTICLE VIII. Dissolution
In case of dissolution of the Society, any assets remaining after the settlement of its obligations shall be disposed of at the discretion of the Board of Directors, provided, however, that such disposition of remaining assets shall be for charitable or educational purposes only.

adopted 1974
amended 6 Oct. 1990; 22 April 1995; 21 April 2001; 10 April 2010; 2 April 2016