I. Name, Nature, and Fiscal Year

The name of this organization shall be Music Theory Society of the Mid-Atlantic (MTSMA).  It shall be a non-profit corporation with a fiscal year of January 1- December 31.

II. Purposes and Activities

MTSMA shall be organized for scholarly and educational purposes.  Its principal goal shall be to foster the discipline of music theory.  MTSMA will strive to disseminate information regarding all aspects of music theory through public forums, conferences, and publications.  In these endeavors MTSMA will encourage the highest standards in music theory research, creativity, and pedagogy.  In support of these goals, MTSMA may:
1.  Provide a forum for the exchange of information and ideas pertaining to music theory and its teaching, especially among theorists residing or teaching in the Mid-Atlantic region (see VI);
2.  Promote and facilitate communication with other music disciplines and with other artistic and scholarly communities, particularly in the Mid-Atlantic region;
3.  Organize annual conferences to be held at locations throughout the Mid-Atlantic region, which may include the presentation of papers and panel discussions, the performance of music, and the exhibition of published and/or teaching materials; 
4.  Provide contact for students and young professionals with the music theory community;
5.  Publish a newsletter, journal, and/or other appropriate materials;
6.  Encourage research in music theory and its teaching;
7.  Make available to educational administrators resource personnel to assist in the development of programs and teaching materials in music theory; and
8.  Perform other appropriate actions, such as publicizing MTSMA activities, commissioning translations, and so on.

The activities of Music Theory Society of the Mid-Atlantic shall not be pursued for profit nor constitute a business.  No part of the earnings of MTSMA shall be used for the benefit of any officer or employee of MTSMA or any other individual, except as reasonable compensation for goods or services required by MTSMA in pursuing its activities.  No part of the activities of MTSMA shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall MTSMA participate in or financially contribute to any political campaign on behalf of or in opposition to any candidate for public office.

III. Management

An Executive Committee constituted according to Bylaw IV and elected according to Bylaw V will operate MTSMA.  The Executive Committee will consist of four officers—a President, Vice President, Treasurer, and Secretary—five Members-at-Large, and one Student Representative.

The Executive Committee will:
1. Oversee annual conferences of the Society;
2. Determine the locations of the conferences;
3. Call a business meeting at each annual conference;
4. Establish the agenda for the meeting;
5. Supervise elections of officers;
6. Order the taking of votes by mail or electronic ballot when such action shall be advisable;
7. Establish fiscal policies, which may include the establishment and collection of membership dues;
8. Cause the Treasurer's accounts to be audited;
9. Supervise MTSMA's publications;
10. Prepare reports for the membership; and
11. Generally oversee MTSMA's welfare.

A majority of the Executive Committee shall constitute a quorum.  Executive Committee members unable to vote in person may vote by mail, telephone, or other electronic means.

IV. The Structure of the Executive Committee

The Executive Committee shall consist of eleven elected members—four officers (President, Vice President, Treasurer, and Secretary), five Members-at-Large, and one Student Representative—and shall be composed exclusively of music theorists who live, teach, or are engaged in theory studies in the Mid-Atlantic region (see VI).  Students may not serve as officers or Members-at-Large.  The functions and duties of Executive Committee members are described below:
1. The President shall carry out the policies of the Executive Committee and preside at all meetings of MTSMA and the Executive Committee.  The President shall appoint all Standing Committees, with the advice of the Executive Committee, and serve as a member ex officio on these committees.  The President shall represent MTSMA in its relations with other musical and scholarly organizations and agencies.  The President shall discharge any other duties customarily associated with this office.
2. The Vice President 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.
3. The Secretary shall carry on the work of MTSMA under the direction of the 
President.  The Secretary shall take the minutes of all meetings of MTSMA and the Executive Committee.  The Secretary shall maintain the membership lists of MTSMA, conduct its correspondence, take the minutes of the business meeting, distribute the minutes in advance of the following meetings, and perform any other appropriate duties. 
4. The Treasurer shall maintain records of MTSMA's income and expenses, collect membership dues and other monies, deposit them in the name of MTSMA, and pay all bills of MTSMA.  The Treasurer shall be authorized to disburse funds in the name of MTSMA, and—with the authorization of the Executive Committee—invest any funds not needed for current disbursements.  The financial records of MTSMA shall be audited periodically by an external agency, and this audit shall be reported to the members of the Society.  The Treasurer shall present a financial report at each annual conference, and make any other reports that the Executive Committee may deem necessary.
5. The Members-at-Large and Student Representative shall assist the four officers in determining the policies of MTSMA.

Each member of the Executive Committee will have a single vote, and all motions will be carried by a simple majority.  In the event of absent members, a tie vote may be carried over to a future meeting, or—at the discretion of the President—absent members may be canvassed by mail, telephone, or other electronic means.

V. Election and Terms of Office of the Executive Committee

The President shall appoint a three-member Nominating Committee to draw up lists of nominees.  The Vice President shall oversee the nominating procedure.  At least two names shall be proposed for the positions of President, Vice President, Secretary, and Treasurer, and—whenever possible—for Members-at-Large and the Student Representative as well.  In cases where a Member-at-Large or Student Representative stands unopposed, write-in votes shall be recognized. All nominees must be MTSMA members in good standing or agree to join MTSMA before the date of the next election (see below).

The following requirements apply to student nominees:
1. They should be engaged in graduate, preferably doctoral, studies in the Mid-Atlantic region (see VI);
2.  They should expect to remain active students for at least one year after taking office; and
3.  A student representative shall vacate office if completing or discontinuing studies for more than 12 months before the expiration of an elected term.

All officers and representatives shall be elected for a term of two years.  A member of the Executive Committee may run for reelection, but not serve for more than two consecutive terms.  The initial terms of the President, Secretary and two of the Members-at-Large shall be three years.  Elections shall be held by mail or electronic ballot according to procedures and schedules determined by the Executive Committee, and each newly elected Executive Committee member will take office the following September 1.  The Executive Committee shall appoint replacements for any vacancies arising between elections.

Only members in good standing of MTSMA may vote for officers, Members-at-Large, and the Student Representative; and of these only music theorists living, working, or studying in the Mid-Atlantic region may serve on the Executive Committee. One may become a member in good standing simply by paying current dues.

VI. Membership

Membership in MTSMA shall be open to anyone, regardless of geographical residence, but only members living, teaching, and/or studying in the Mid-Atlantic region may serve on the Executive Committee.  Membership shall be individual, not institutional, and shall be open to persons interested in any aspect of music theory. Applications for membership should be made to the Treasurer.

For the purposes of the Society, the Mid-Atlantic region consists of the states of Delaware, the District of Columbia, Kentucky, Maryland, New Jersey, Pennsylvania, Virginia and West Virginia.

The Executive Committee, by a majority vote, shall determine the classes of membership, the fees payable for each class of membership so determined, and the time and manner of payment of such fees, which shall be prior to enrollment by any member.  Possible categories include:  active, retired, student, honorary, life.

The Executive Committee shall establish annual dues for various categories of membership, and these shall be paid no later than the date of the Society's annual meeting.  Any member whose dues are unpaid at that time will be suspended from membership until dues are paid.  In the event that dues are not required, membership can be established by contacting the Treasurer of the Society.

VII. Conferences and Meetings of the Society

MTSMA shall hold annual conferences or meetings, normally in the spring, with times and places to be fixed by the Executive Committee.  Additional conferences or meetings may also be scheduled, with dates and places to be set by the Executive Committee.  The Secretary shall notify members of any conference or meeting at least 30 days before the meeting date. 

A business meeting shall be held every year, normally at the annual spring conference, in every year in which an annual conference takes place.  At all such meetings a quorum shall be 15 MTSMA members.  The rules contained in the latest edition of Roberts Rules of Order shall govern procedure at MTSMA's business meetings, except in the cases where these procedures are inconsistent with the Bylaws of MTSMA.

The members of the Society in good standing shall have exclusive voting power at meetings of the Society, and shall have one vote each.  Members may vote by mail or electronic ballot on matters specifically designated by the Executive Committee.

Submissions for presentation at annual meetings of the Society should be submitted to the Chair of the Program Committee (see below).  Submitters whose papers have been accepted for presentation at other regional society conferences will also be considered for presentation at MTSMA.

VIII. Standing Committees

The Standing Committees shall consist of three or more members and a Chair, each appointed for one year by the President.  The President shall also serve as a member ex officio on all Standing Committees.  As need arises, successor or additional members of standing committees may be appointed in the same manner, and other committees may be constituted and appointed.  Service on Standing Commitees is limited to current members of the Society who are in good standing.  The Standing Committees shall include:
1. The Program Committee shall select the papers, panel discussions, and other offerings to be presented at the next annual conference;
2. The Publications Committee shall oversee any newsletters, monographs, translations, and so on, that the Society may decide to initiate;
3. The Liaison Committee shall maintain contact with the Society for Music Theory and other national and regional music societies;
4. The Nominating Committee, chaired by the Vice President, shall recommend candidates to stand for all positions on the Executive Committee; and
5. Any other committee deemed appropriate by the President.


IX. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Revised shall govern the Society in all cases to which they are applicable, unless these rules are inconsistent with the intent of the Bylaws of the Society.  The President or the Chair of a Standing Committee may appoint a parliamentarian at her/his discretion.

X. Amendments to the Bylaws

The Bylaws may be amended at any annual business meeting by two-thirds of the members present.  An amendment may be proposed by any single member, provided that:
1. The proposed amendment is seconded by at least four other members; and
2. The proposed amendment is received by the Secretary no less than 30 days in advance of the meeting at which the amendment is to be considered.

The Secretary shall mail the proposed amendment to the membership at least 15 days prior to said meeting.  A two-thirds majority shall be required for the ratification of amendments to the Bylaws.

XI. Dissolution

In case of dissolution of MTSMA, any assets remaining after settlement of its obligations shall be disposed of at the discretion of the Executive Committee, providing that this disposal be limited to the purposes of MTSMA or to organizations that are then qualified as tax-exempt organizations under section 501 (c) (3) of the Internal Revenue Code.

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