Haydn Society of North America By-Laws
(Approved November 4, 2006)
(Amended March 9, 2007)

Article I Name

• The name of the organization shall be the Haydn Society of North America.

Article II Purpose

• The Haydn Society of North America encourages and promotes the performance and research of Joseph Haydn and his music. The Society shall be operated as a general not-for-profit corporation exclusively for these purposes.

Article III Membership

• 1. Membership in the Society shall be open to all persons interested in its activities and stated objectives.
  
  2. There shall be three categories of annual membership in the Society: Regular Student, and Retired . The Board of Directors shall recommend an amount to be paid annually for each category, which shall be ratified at the annual meeting.
  
  3. Membership will be granted upon payment of annual dues to the Society or its representatives. The membership year shall be January 1 to December 31.
  
  4. A person may become a lifetime Member of the Society, with dues of that membership category to be decided

Article IV Board of Directors

• The Society shall have a Board of Directors consisting of five officers (the Executive Committee?) and five Directors-at-large:
  
  1. The President shall preside at all meetings of the Society and of the Board, and perform all other such duties as are customary in this office.
  
  2. The Vice-President shall act as President in the absence of the President in all of the above duties as required.
  
  3. The Past President shall serve as counselor to the President and the Board of Directors.
  
  4. The Secretary shall keep minutes of all meetings of the general membership and Board; attend to all correspondence of the Society including the maintenance of an up-to-date membership list; prepare ballots and administer elections, and notify the members of all meetings at least four weeks in advance. This officer shall have in his/her charge all of the records and reports of the Society.
  
  5. The Treasurer shall collect and record membership dues and keep full and complete accounts of all financial matters pertaining to the Society.
  
  6 Five Directors-at-large, chosen by election by the membership, will serve as counselors and liaison with the membership.
  
  7. The Board shall meet as needed to conduct necessary business of the Society. A quorum of the Board shall be achieved with five of its members, of which at least two shall be officers.
  
  8. The terms of the Board members shall overlap so that the President, Secretary, Treasurer, and two Directors-at-large will begin terms of office on January 1 of odd years, and the Vice-President, Treasurer and three Directors-at-Large will begin terms of office on January 1 of even years. Nominations and elections for these positions will be completed by the annual business meeting taking place the autumn prior to the beginning of the term, and results announced at the autumn business meeting.
  
  9. Elections shall be held prior to the annual meeting of the Society, which will take place during the annual meeting of the American Musicological Society. A Nomination Committee will be appointed by the Board of Directors and nominations will be solicited by that committee. Nominations for each Board member will be sought from the Society, and ballots shall be prepared and mailed out by the Secretary. Officers and Directors-at-large shall be elected by a majority of ballots cast. All members in good standing are eligible to vote. No person may hold more than one elective office in the Society at the same time. A majority vote of the Board of Directors shall break a tie.

Article V Advisory Board

• An advisory board, consisting of five members, shall be comprised of internationally recognized performers and scholars who focus on the music of Joseph Haydn or related topics.

Article VI Meetings

• 1. An annual meeting of the Society shall be held in conjunction with the American Musicological Society’s annual national conference. Five percent of the membership will be considered a quorum to accept the reports of the President and Treasurer. Business meetings would include treasurer’s and President’s reports and discuss old and new agenda items proposed by board members.
  
  2. Special meetings. The President, with the counsel of the Board of Directors, may call special meetings with six weeks notice.

Article VII Publications and Conferences

• The President, with approval of the Board of Directors, may appoint ad hoc committees of members to facilitate and organize conferences or symposia that are deemed beneficial to the goals of the Society.

Article VIII Indemnification

• (added 03/09/2007 at the advice of legal counsel and approved by a 2/3 majority of membership)
  
  1. Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code as "agents," including persons formerly occupying any such position, againstall expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
  
  2. Approval of Indemnity. On written request to the board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting in person shall authorize indemnification.
  
  3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under the Bylaws in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

Article IX Amendments

• Amendments to the by-laws may be proposed by the Board of Directors, by an ad hoc committee designated to review the by-laws, by the annual meeting of members, or by a petition of 10 percent of the membership. Amendments shall be made known to the membership in writing or electronic media at least six weeks before the next annual meeting; and they shall be placed on the agenda of that meeting for discussion and possible revision. Two-thirds of the ballots cast in a mail 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 X Dissolution

• In the event of the dissolution of the Society, the Board of Directors, with the approval of legal counsel shall dispose of any assets. These shall be distributed in accordance with applicable laws to one or more organizations that have goals substantially similar to those of the Society.

Article XI Rules

• Meetings of the Society and its Board of Directors shall be conducted and governed by Robert’s Rules of Order where applicable and not inconsistent with these by-laws.