I.
Nature and Fiscal Year of the Fund — The Fund shall be a non-stock corporation having a fiscal year from January 1 through December 31.
II.
Purposes — The particular business and objectives of the Fund shall, as stated in its Articles of Incorporation, be educational and charitable, and shall be devoted to the general interests of music in American life through the work of college, conservatory, and university music teachers.
III.
The Board of Directors — The functions, composition, procedures, and meetings of the Board of Directors shall be as follows:
1. Functions. The Board of Directors shall determine the general policies of the Fund and shall carry out its general purposes. The Board shall manage the property and financial affairs of the Fund with power to accept gifts made to the Fund and construe the Bylaws.
2. Composition. The Board of Directors shall consist of officers and members elected by the Board of Directors of The College Music Society generally for three-year terms. Upon resignation of a Director, the unexpired term of office will be filled through appointment by the President in consultation with the President of The College Music Society and the Board of Directors of The CMS Fund.
3. Procedure. At meetings of the Board procedures in voting and otherwise shall be such as the Board itself prescribes. A quorum of the board shall be three.
4. Meetings. There shall be an annual meeting of the Board of Directors of the Fund at a time and place fixed by the President. Special meetings may also be held at places and on dates fixed by the President. The President shall, not less than sixty days before the date set for each meeting nor less than thirty days before a special meeting, mail written notice of the meeting to each member at her/his address as it appears upon the books of the Fund.
5. Adjournment. Any meeting of the Board of Directors may be adjourned to any other place by the members present or represented at the meeting, although fewer than a quorum, or by any officer entitled to preside or to act as Secretary of such meetings, if no member is present. It shall not be necessary to notify any member of any adjournment. Any business which could have been transacted at any meeting of the members as originally called may be transacted at any adjournment thereof.
IV.
Officers — Officers of the Fund shall be as follows:
President: Executive authority of the Fund shall be vested in the President. The President shall preside at meetings of the Board of Directors. The President shall discharge other such functions as are customarily associated with the office.
Secretary: The Secretary shall be responsible for the documentation of the proceedings of the Fund and shall take minutes of the meetings of the Board of Directors.
Treasurer: The Treasurer shall be responsible for the funds of the Fund. The Treasurer shall present a report at the meetings of the Board of Directors. The Treasurer shall prepare the proposed annual budget and arrange for the yearly audit by an outside agency. The Treasurer shall be a signator of the accounts of the Fund.
V.
Executive Director
1. The Executive Director shall be the chief staff officer of The Fund and shall be compensated as an employee. Acting on the authority of the Board of Directors, the Executive Director shall operate the Executive Office and shall act as the archivist for all records of The Fund.
2. Acting on the authority of the Board of Directors, the Executive Director shall conduct the daily business, assist officers, conduct correspondence, and perform other duties for The Fund as requested by the President. The Executive Director shall notify the Board of Directors of The Fund of the date and place of meetings not less than sixty days in advance.
3. The Executive Director, in consultation with the President, shall prepare the agenda for meetings of the Board of Directors.
4. The Executive Director shall maintain the financial records of The Fund, and shall assist the Treasurer with preparation of the annual audit and the proposed budget. The Executive Director shall be bonded in an amount determined by the Board of Directors and shall serve as a signator for the accounts for The Fund.
5. The Executive Director shall establish liaison with education, business, and governmental organizations and shall represent The Fund at meetings in consultation with the Board of Directors. The Executive Director shall answer inquiries about The Fund, and the services it offers.
6. The Executive Director shall attend the meetings of the Board of Directors of The Fund.
7. The Executive Director shall be appointed by the Executive Committee of The College Music Society and shall be subject to its annual review.
VI.
Amendments — Amendments to the Bylaws may be proposed by a member of the Board of Directors. Proposed amendments shall be circulated to the members of the Board at least one month in advance of a Board meeting at which they are to be considered. An amendment to the Bylaws must be approved by a majority of the Board members.
VII.
Dissolution — In case of dissolution of the Fund, 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.