Bylaws of the Association of Music Personnel in Public Radio
Approved by the AMPPR Membership February 19, 2000
at MPC 38, New Orleans
Section 1. The name of this Corporation shall be “The Association of Music Personnel in Public Radio.”
Section 1. Board of Directors. The management of the corporation shall be under the control of a Board of Directors, who shall be elected by ballot at the annual meeting of the Corporation or at another time as deemed necessary by the Board of Directors. Each Director shall hold office for a term of three years following election or until the Director’s successor shall be elected and qualified. In the case of death, resignation, or incapacity of a director, a new Director shall be appointed by the remaining Directors to fill the unexpired term. Full members are eligible to serve on the board. In addition, one seat on the board may be filled by an associate member.
Section 2. Number of Directors. The Number of Directors shall be no fewer than five.
Section 3. Number of Terms. Directors may serve more than one term.
Section 4. Compensation of Directors. The Directors shall not receive any compensation for their services as such, but the Board may authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving compensation for such services.
Section 5. Officers. The officers of the Corporation shall consist of a President, a President Elect, a Secretary, a Treasurer, and one or more Vice Presidents as determined from time to time by the Board of Directors. All officers shall be members of the Board of Directors. There shall also be such other officers as may be determined from time to time by the Board of Directors. Only full members in good standing shall be eligible to serve as officers.
Section 6. Election of Officers. The President shall serve a term of three years. Vice Presidents, Treasurer, and Secretary of the Corporation shall be appointed from the Board of Directors by said Board and shall continue in office for the remainder of their terms. The President Elect shall be appointed from the Board of Directors, in a timely and prudent manner, in anticipation of the expiration of the current President’s term of office. If any such officer resigns prior to such next election, the Board of Directors shall promptly elect a successor to fill the remainder of the officer’s term.
Section 7. Salaries of Officers. The President and such other officers shall not receive any compensation for their services as such, but the Board may authorize reimbursement of expenses incurred in the performance of their duties.
Section 8. Officers’ Bond. The Treasurer and the officers shall be bonded in favor of the Corporation in such amount as the Board of Directors shall determine.
Section 9. Duties of Officers and Removal
a. President. The President shall preside at the meetings of the Corporation and of the Board of Directors, and shall be ex-officio a member of all committees, The President shall manage the affairs of the Corporation.
b. President Elect. The President elect shall assume the responsibilities of the President, subject to approval by the Board of Directors, upon the completion of the President’s term of office, resignation, or incapacitation.
c. Secretary. The Secretary shall record the minutes of the meetings of the members and of the Board of Directors, conduct the correspondence and execute all orders and resolutions not otherwise delegated, and perform such other duties as are usual to the office or are delegated by the members or Board of Directors. In case of absence or disability of the Secretary, the President may appoint a Secretary pro tempore.
d. Treasurer. The Treasurer shall be appointed on an annual basis by the President and shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation. The Treasurer shall render a complete report at each annual meeting and shall render such interim reports from time to time and in such detail as the Board shall direct. In case of absence of disability of the Treasurer, the President may appoint a Treasurer protempore.
e. Vice President(s). The number and duties of the Vice President(s) shall be determined by the Board of Directors.
f. Removal. The President or any other corporate officer may be removed, at any time, by a majority vote of the duly constituted Board of Directors acting with a quorum present. In addition, by petition of one third (1/3) of the full members, the proposed removal of any officer or director may be placed before the full membership by mail ballot. In the event of such a mail ballot, a majority vote of those casting ballots shall be required to remove the officer or director being challenged.
Section 1. Committees to consider or carry out specific projects will be appointed by the President with the approval of the Board of Directors.
Section 1. Eligibility for full membership. Any individual employed at a public radio station who supports the purposes of the Corporation shall be eligible for active membership.
Section 2. Eligibility for Associate Membership. Any individual, partnership, firm, corporation or non-profit organization which supports the purposes of the Corporation, but is not eligible for active membership, may be admitted as an associate member.
Section 3. Terms of membership. Members shall be entitled to all the rights and privileges of membership upon agreement to abide by the Bylaws of the Corporation and upon payment of one year’s dues in advance. Associate members shall not be entitled to vote, but may otherwise fully participate in and receive the benefits, including publications, of the Corporation.
Section 4. Representation and Voting. Each full member shall be entitled to one (1) vote upon all questions coming before the Corporation.
Section 1. Annual Meeting. The annual meeting of the Corporation and of its Board of Directors shall be held each year on a date, time and place determined by the Board of Directors in conjunction with the Music Personnel Conference. Written notice of such meeting shall be sent to each member at least sixty (60)
days prior thereto. The agenda for the annual meeting and conference shall be determined by the Board and distributed to the membership at the same time as notice of the meeting as described above. Each Music Personnel Conference shall feature a well scheduled annual membership meeting. The business meeting at each Music Personnel Conference shall be used to nominate and elect members to open seats on the Board of Directors.
Section 2. Special Meetings. Special meetings of the membership may be called by the President with the consent of the Board, or upon call of a majority of the Board of Directors. The time and place of such meetings shall be determined by the Board of Directors and shall be stated in the call of the meeting, which shall be mailed to all members in the case of meetings of the Corporation or to all Directors in the case of meetings of the Board of Directors, at least ten (10) days prior to the date of the meeting or by petition of one third (1/3) of the full membership.
Section 3. One or more directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment which permits all persons participating in the meeting to hear and speak with each other. Participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Section 4. Quorum. At all meetings of the Corporation, a quorum shall consist of ten (10) percent of the duly constituted members thereof. At all meetings of the Board of Directors and of all Committees, a quorum shall consist of the majority of the duly constituted members thereof.
Section 5. Voting by Membership without Meeting. Except as otherwise expressly provided in the Certificate of Incorporation, any action of the Corporation required or permitted to be taken at a meeting thereof may, when authorized by the Board of Directors, be taken without a meeting, provided that notice of such proposed action shall first be mailed to all members, and provided further that a majority of the whole membership shall vote in favor of such action. The Board shall specify the conditions under which mail ballots shall be honored and the closing date for the receipt of ballots by the Secretary.
Section 6. Voting by Directors without Meeting. Except as otherwise expressly provided by the Articles of Incorporation, any action of the Board of Directors required or permitted to be taken at a meeting thereof may, when authorized by the President, be taken without a meeting; provided that notice of such proposed action shall first be mailed to all Directors and provided further that two-thirds (2/3) of the whole Board shall vote in favor of such action.
Section 7. Notice. Whenever notice is required to be given to members or Directors, such notice shall be given by mail, postage prepaid, or electronic mail, addressed to the member or Director at the last known place of residence or business as the same shall appear upon the books of the Corporation. Notice of any meeting of the Corporation or of its Board of Directors may be waived by any member or Director if such waiver is signed by the member or Director.
Section 1. Budget. Before the beginning of each fiscal year, the President, in collaboration with the Treasurer, shall prepare and present to the Board of Directors for approval a budget setting forth the amount he/she believes to be necessary to support the work of the Corporation and to provide its operating expenses for the next fiscal year.
Section 2. Dues and Fees. Each member shall pay dues and fees in accordance with such schedule and classifications and at such times and under such conditions as may be determined from time to time by the Board of Directors.
Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of that year..
Section 4. Audit. The Reports of the Treasurer shall be audited at the close of each fiscal year, and at such other times as the Board of Directors shall direct, by a qualified accountant or by a committee designated by the Chairman with the approval of the Board.
The funds of the Corporation shall be used only to accomplish the purposes set forth in these Bylaws, and no part of said funds shall inure or be distributed to the members of the Corporation. On dissolution of the Corporation any funds remaining shall be distributed to one or more regularly organized and qualified educational, scientific, charitable or philanthropic organizations to be selected by the Board of Directors.
Section 1. These Bylaws may be amended by a majority vote of the members voting at any annual, regular, or special meeting of the Corporation, or by ballot at any time deemed necessary by the Board of Directors. All proposed amendments or changes to the bylaws must be submitted to the Board of Directors in writing and made available to the membership at least two days prior to a vote.