The International Fellowship of Rotarians—Music operates in accordance with Rotary International policy, but is not an agency of, or controlled by, Rotary International.
The name of this Fellowship is INTERNATIONAL FELLOWSHIP OF ROTARIANS—MUSIC (IFR-MUSIC).
The principal office for the transaction of the activities and affairs of the Fellowship (principal office) is located at 4646 Lakewood Street, Pleasanton, California USA. The board of directors (board) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws opposite this Section, or this Section may be amended to state the new location. Principal office changed to 322 Lee Avenue, Livermore, California USA in May 2014. Principal office changed to 715 Willow Creek Terrace, Brentwood, California USA in March 2018. Principal office changed to 10186 Durbrow Road, Grass Valley, California USA in July 2020.
The board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
IFR-Music is recognized as a 501(c)7 non-profit, tax-exempt organization. The Fellowship is not, however, a charitable organization, and any donations to IFR-Music are not tax deductible.
IFR-Music will promote and support the use of music in Rotary Clubs and support community and regional music education and school music programs. Despite any other provision in these articles, the Fellowship shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Fellowship, and the Fellowship shall not carry on any other activities not permitted to be carried on by the United States Internal Revenue Code or any future United States internal revenue law.
No substantial part of the activities of this Fellowship shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in section 501(h) of the Internal Revenue Code of 1986, and this Fellowship shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office.
Unless the context requires otherwise, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
This Fellowship’s assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the Fellowship, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the Fellowship. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Fellowship shall be distributed to the permanent fund of Rotary International, Evanston, Illinois, or a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)3.
This Fellowship shall have three classes of members, designated as members, lifetime and honorary members.
Membership is open to any interested person, which includes, but is not limited to only Rotarians, family members of Rotarians, Rotary program participants and alumni. A member shall be eligible for membership on approval of the membership application by the Membership Chair and on timely payment of such dues and fees as the board may fix from time to time.
A lifetime member is any person who is a member in good standing, is dedicated to the purposes of this Fellowship and paid the lifetime membership dues as set by the Board
(3) An honorary member is any person, upon written recommendation by any IFR-Music member for an exemplary contribution to the field of music, who is unanimously approved by the Board of Directors and is recognized in perpetuity without regard for any dues or fees.
All members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the Fellowship’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Fellowship.
Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board.
Those members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
A membership shall terminate and all membership rights shall cease on occurrence of any of the following events:
(1) Resignation of the member from the Fellowship
(2) Failure of the member to pay dues, fees, or assessments as set by the board within sixty (60) days after the membership application has been submitted.
(3) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(4) Expulsion of the member under Article IV, Section 3 of these bylaws based on the good faith determination by the board, or a committee or person authorized by the board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Fellowship, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Fellowship.
(5) Death of the member.
A member may be suspended, under Article IV, Section 2 of these bylaws, based on the good faith determination by the board, or a committee or person authorized by the board to make such a determination, that the member has failed in a material and serious degree to observe the Fellowship’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Fellowship.
A person whose membership is suspended shall not be a member during the period of suspension.
If grounds appear to exist for expulsion or suspension of a member under Article IV, Section 2 of the bylaws, the procedure set forth below shall be followed:
(1) The member shall be given 15 days’ prior notice of the proposed expulsion and the reasons for the proposed expulsion. Notice shall be given by a method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the Fellowship’s records. Notice may be sent electronically.
(2) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, by the board or by a committee or person authorized by the board to determine whether the expulsion should take place.
(3) The board, committee, or person shall decide whether or not the member should be expelled or sanctioned in some other way. The decision of the board, committee, or person shall be final.
(4) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death or resignation from the Fellowship.
An annual meeting of members shall be held at and during the annual Rotary International Convention unless the board fixes another date and time and so notifies members as provided in Article V, Section D of these bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, directors shall be elected and any other proper business may be transacted, subject to Article V, Section C, Paragraph 3 of these bylaws.
The annual meeting of the members shall be held at a time and place at or near the site of the Rotary International Convention as determined by the board of directors. Virtual annual meetings may be acceptable if the Rotary International Convention does not take place (e.g., Covid-19 Pandemic in which the 2020 RI Convention was entirely virtual instead of held at a physical site).
The board or the chair, or a majority of the members, may call a special meeting of the members for any lawful purpose at any time.
A special meeting called by any person (other than the board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chair of the board, if any, or the chair or any vice chair or the secretary of the Fellowship. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, under Article V, Section 4, D of these bylaws, stating that a meeting will be held at a specified time and date fixed by the board, provided, however, that the meeting date shall be at least 7 but no more than 30 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the board.
No business other than the business the general nature of which was set forth in the notice of the meeting may be transacted at a special meeting.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Article V, Section D, Paragraph 3 of these bylaws, to each member entitled to vote at that meeting. For the annual meeting, the notice shall state the matters that the board, at the time notice is given, intends to present for action by the members. For special meetings, the notice shall state the general nature of the business to be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(1) Removing a director without cause;
(2) Filling vacancies on the board;
(3) Electing to wind up and dissolve the Fellowship.
Notice of any meeting of members shall be in writing and shall be given at least 4 but no more than 30 days before the meeting date. The notice shall be given either personally or by first class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Fellowship or at the address given by the member to the Fellowship for purposes of notice. If no address appears on the Fellowship’s books and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by first-class mail or telegraphic or other written communication to the Fellowship’s principal office or (2) notice is published at least once in the Fellowship’s electronic bulletin or newsletter.
An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the Fellowship, and if so executed, shall be filed and maintained in the Fellowship’s minute book.
Members in good standing and entitled to vote present at any duly noticed meeting shall constitute a quorum for the transaction of any business.
Members entitled to vote at any meting of members shall be general members in good standing and entitled to vote as of the opening of the meeting.
Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins.
Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.
The affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members.
Any action required or permitted to be taken by the members may be taken without a meeting if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
Any action except election of directors that may be taken at any meeting of members may be taken without a meeting by complying with Article V, Section D of these bylaws.
The Fellowship shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Article V, Paragraph D of these bylaws. All solicitations of votes by written ballot shall (1) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures; and (2) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide a reasonable time within which to return the ballot to the Fellowship. If the Fellowship has 100 or more members, any written ballot distributed to ten or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification.
In any election of directors, a written ballot that a member marks “withhold” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director.
Approval by written ballot shall be valid only when the number of approvals equals of exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
A written ballot may not be revoked.
All written ballots shall be filed with the secretary of the Fellowship and maintained in the Fellowship records for at least two (2) years.
A. Record Date for Notice, Voting, Written Ballots, and other Board Actions
For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board may, in advance, fix a record date. The record date so fixed
1. for notice of a meeting shall not be more than 120 or less than 10 days before the date of the meeting;
2. for voting at a meeting shall not be more than 60 days before the date of the meeting;
3. for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and
4. for any other action shall not be more than 60 days before that action.
B. Record Date for Notice, Voting, Written Ballots, and Other Board Actions
If not otherwise fixed by the board, the record date for determining members entitled (1) to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held, and (2) to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the board, the record date for determining those members entitled to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given, or notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by the board, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
If not otherwise fixed by the board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.
For purposes of Section VII of these bylaws, a person holding membership at the close of business on the record date shall be a member of record.
Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the Fellowship. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s attorney-in-fact.
If the Fellowship has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks “withhold,” or otherwise marks in a manner indicating that authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.
Any proxy covering matters for which a vote of the members is required, including amendments of these bylaws changing proxy rights; removal of directors without cause; filling vacancies on the board of directors; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the Fellowship’s assets, unless the transaction is in the usual and regular course of the Fellowship’s activities; or the principal terms of a merger or the amendment of a merger agreement shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, with respect to an election of directors, the proxy lists those who have been nominated at the time the notice of the vote is given to the members.
A validly executed proxy shall continue in full force and effect until (1) revoked by the member executing it before the vote is cast under that proxy (i) by a writing delivered to the Fellowship stating that the proxy is revoked, or (ii) by a subsequent proxy executed by that member and presented to the meeting, or (iii) as to any meeting, by that member’s personal attendance and voting at the meeting; or (b) written notice of the death or incapacity of the maker of the proxy is received by the Fellowship before the vote under that proxy is counted, provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three years from the date of execution. A proxy may not be irrevocable.
Any member’s meeting may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than 45 days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
Any members’ meeting may be adjourned from time to time by the vote of the majority of the members represented at the meeting.
The Chair of the board shall appoint a committee to select qualified candidates for election to the board at least sixty (60) days before the date of any election of directors. This nominating committee shall make its report at such other time as the board of directors may set and the secretary shall forward to each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by committee under this section.
When a meeting is held for the election of directors, any member present at the meeting in person may place names in nomination.
The board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
If more people have been nominated for director than can be elected, no Fellowship funds may be expended to support a nominee.
Subject to the provisions and limitations of these bylaws regarding actions that require approval of the members, the Fellowship’s activities and affairs shall be managed, and all powers shall be exercised, by or under the direction of the board.
Without prejudice to the general powers set forth in Article XI, Section A of these bylaws, but subject to the same limitations, the directors shall have the power to do the following:
1. Appoint and remove, at the pleasure of the board, all the Fellowship’s officers, agents, and employees; prescribe powers and duties for them that are consistent with law and with these bylaws.
2. Change the principal office or the principal business office in California from one location to another; cause the Fellowship to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of members.
3. Prescribe the forms of membership certificates and alter the forms of such certificates.
The board of directors shall consist of at least nine but no more than nineteen directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. The qualifications for directors are the same as the qualifications of membership as set forth in Article IV, Section A of these bylaws with the exception that the Global Chair, Secretary, Treasurer, Membership Chair and Vice-Chairs must be Rotarians in good standing.
A vacancy or vacancies on the board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony; (c) the vote of the members or, if the Fellowship has fewer than 50 members, the vote of a majority of all members, to remove any director(s); (d) the increase of the authorized number of directors; or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.
Except as provided below, any director may resign by giving written notice to the chair of the board, if any, or to the chair or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.
Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Article V, Section D, Paragraphs 1 and 2.
Except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by a majority of the directors then if office, whether or not less than a quorum, or by a sole remaining director. The members may fill any vacancy of vacancies not filled by the directors.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the Fellowship.
Any meeting may be held by conference telephone video screen equipment, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:
1. Each member participating in the meeting can communicate concurrently with all other members.
2. Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Fellowship.
The board shall hold an annual meeting for purposes of organization, election of officers, and transaction of other business. This meeting will be held during the Rotary International Convention or at a time and site agreed upon by the board.
Other regular meetings of the board may be held without notice at such time and place as the board may fix from time to time.
Special meetings of the board for any purpose may be called at any time by the chair of the board, if any, the chair or any vice chair, or the secretary or any two directors.
Notice of the time and place of special meetings shall be given to each director by one of the following methods: (1) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, including a voice messaging system or other system or technology designated to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation.
Notices sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.
The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Fellowship. The notice need not specify the purpose of the meeting.
A majority of the authorized number of directors present, including electronically or by proxy, shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) creation of and appointments to committees of the board, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the Fellowship’s records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
Any action that the board is required or permitted to take may be taken without a meeting if all members of the board consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.
Directors shall receive no compensation for their services as directors or officers, but shall be entitled to reimbursement of expenses, as the board may determine by resolution to be just and reasonable as to the Fellowship at the time that the resolution is adopted.
The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees each consisting of two or more directors and no persons who are not directors to serve at the pleasure of the board. Appointments to committees of the board shall be by majority vote of the directors then in office. The board may appoint one or more directors by majority vote of the directors then in office. The board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting.
Any such committee, to the extent provided in the board resolution, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
1. Take any final action on any matter that also requires approval of the members or approval of a majority of all members;
2. Fill vacancies on the board or on any committee that has the authority of the board;
3. Fix compensation of the directors for serving on the board or on any committee;
4. Amend or repeal bylaws or adopt new bylaws;
5. Amend or repeal any resolution of the board that by its express terms is not so amendable or repealable;
6. Create any other committees of the board or appoint the members of committees of the board;
7. Expend Fellowship funds to support a nominee for director after more people have been nominated for director than can be elected; or
8. Approve any contract or transaction to which the Fellowship is a party and in which one or more of its directors has a material financial interest.
Meetings and actions of committees of the board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the board. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the Fellowship records. The board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the board, the committee may do so.
The officers of the Fellowship shall be a chair, a secretary, and a treasurer. These officers constitute the Executive Committee of the board of directors. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the chair.
The officers of the Fellowship shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment.
The board may appoint and may authorize the chair of the board, the chair, or other officer, to appoint any other officers that the Fellowship may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined by the board.
Without prejudice to any rights of an officer under an employment contract, the board may remove any officer with or without cause. An officer not chosen by the board may be removed by any other officer on whom the board confers the power of removal.
Any officer may resign at any time by giving written notice to the board. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Fellowship under any contract to which the officer is a party.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
Subject to such supervisory powers as the board may give to the chair of the board, if any, and subject to the control of the board, the chair shall be the general manager of the Fellowship and shall supervise, direct, and control the Fellowship’s activities, affairs, and officers. Specifically, the Chair:
(1) Serves on the Executive Committee of the board
(2) Presides at all members’ meetings and at all board meetings
(3) Provides leadership to the Board of Directors, who carry out IFR-Music’s mission and who sets policy
(4) Encourages the Board’s role in strategic planning
(5) Chairs meeting of the Board and develops the Agenda of the meetings
(6) Appoints committee chairs in consultation with other board members
(7) Serves ex officio as a member of committees and attends their meetings when invited
(8) Helps guide and mediate board actions with respect to organizational priorities and governance concerns
(9) Monitors financial planning and financial reports
(10) Informally evaluates the effectiveness of the board members
(11) Evaluates annually the performance of the organization in achieving its mission
(12) Submits annual report to Rotary International
(13) Represents IFR-Music at official meetings of Rotary International
(14) Has such other powers and duties as the board or the bylaws may require
The secretary shall keep or cause to be kept, at the Fellowship’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, or committees of the board, and of members’ meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized; the notice given; the names of persons present at board and committee meetings, and the number of members present or represented at members’ meetings. Specifically, the Secretary:
(1) Serves on the Executive Committee of the board
(2) Maintains records of the board and ensures effective management of the organization’s records, including a copy of these bylaws as amended to date
(3) Shall give, or cause to be given, notice of all meetings of members, of the board and of committees of the board that these bylaws require to be given.
(4) Is sufficiently familiar with legal documents (bylaws, IRS letters, etc.) to note applicability during meetings
(5) Initiates correspondence and maintains files as appropriate
(6) Has such other powers and duties as the board or the bylaws may require.
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Fellowship’s properties and transactions. Specifically, the treasurer:
(1) Serves on the Executive Committee of the board
(2) Sends or causes to be given to the members and directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.
(3) Deposits, or causes to be deposited, all money and other valuables in the name and to the credit of the Fellowship with such depositories as the board may designate
(4) Disburses the Fellowship’s funds as the board may order
(5) Renders to the chair and the board, when requested, an account of all transactions as treasurer and of the financial condition of the Fellowship
(6) Ensures development and board review of financial policies and procedures
(7) Has such other powers and performs such other duties as the board or the bylaws may require.
If required by the board, the treasurer shall give the Fellowship a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the Fellowship of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement, or removal from office.
4. Vice-Chair(s)
(1) Is a member of the Board of Directors
(2) Carries out IFR-Music’s mission and policies in the geographic area(s) designated by the Board
(3) Assists the Membership Chair in building up IFR-Music’s membership and may collect dues in geographic area(s) represented
(4) Coordinates IFR-Music’s activities in geographic area(s) represented
(5) Has other powers and duties as the board or these bylaws may require.
(1) Is a member of the Board of Directors
(2) Promotes membership by coordinating efforts with other directors
(3) Maintains the membership database, including membership applications and membership status
(4) Updates the Directory of IFR-Music Members as needed
(5) Corresponds with the members as needed in questions related to membership
(6) Has other powers and duties as the board or these bylaws may require
6. Director(s)
(1) Is a member of the Board of Directors
(2) Participates actively in the work of the board and in carrying out IFR-Music’s mission
(3) Volunteers for and willingly accepts assignments and completes them thoroughly and on time
(4) Stays informed about committee matters and reviews and comments on minutes and reports
(5) Gets to know other committee and board members and builds a collegial working relationship that contributes to consensus
(6) Has other powers and duties as the board may require
(1) Is a member of the Board of Directors
(2) Works closely with the Chair to ensure smooth transition of the leadership of IFR-Music
(3) Is a resource to the current Board of Directors
(4) Has other powers and duties as the board may require
(1) Is an ex officio member of the Board of Directors
(2) Develops and maintains IFR-Music’s website
(3) Provides technical assistance and technical support to the IFR-Music officers
(4) Recommends technical updates, links, and other suggestions to better inform the membership about IFR-Music’s mission, policies, and activities
(5) Has other powers and duties as the board may require
No director of this Fellowship nor any other corporation, firm, association, or other entity in which one or more of this Fellowship’s directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with the Fellowship, unless (a) the material facts regarding that director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the board considers and in good faith decides after reasonable investigation that the Fellowship could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the Fellowship for its own benefit enters into the transaction, which is fair and reasonable to the Fellowship at the time the transaction is entered into.
This Fellowship shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the full board; provided, however, tat the Fellowship may advance money to a director or officer of the Fellowship for expenses reasonable anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the Fellowship.
To the fullest extent permitted by law, this Fellowship shall indemnify its directors, officers, employees, and other persons, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonable incurred by them in connection with any “proceeding”.
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 Article XVI of these bylaws in defending any proceeding covered by those Sections shall be advanced by the Fellowship before final disposition of the proceeding, on receipt by the Fellowship 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 Fellowship for those expenses.
This Fellowship shall keep:
1. Adequate and correct books and records of account;
2. Written minutes of the proceedings of its members, board, and committees of the board; and
3. A record of each member’s name, address, and class of membership
Unless the Fellowship provides a reasonable alternative as provided below any member may do either or both of the following for a purpose reasonable related to the member’s interest as a member:
1. Inspect and copy the records of members’ names, addresses, and voting rights during usual business hours on five days’ prior written demand of the Fellowship, which demand must state the purpose for which the inspection rights are requested; or
2. Obtain from the secretary of the Fellowship, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The Fellowship may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the Fellowship reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying under this Section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Fellowship.
On written demand on the Fellowship, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board, and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the Fellowship.
The Fellowship shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the Fellowship is outside California and the Fellowship has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the bylaws, as amended to the current date.
Every director shall have the absolute right at any reasonable time to inspect the Fellowship’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
The board shall cause an annual report to be sent to Rotary International and shall contain the following information in appropriate detail:
1. The assets and liabilities, including the trust funds, of the Fellowship as of the end of the fiscal year.
2. The principal changes in assets and liabilities, including trust funds.
3. The revenue or receipts of the Fellowship, both unrestricted and restricted to particular purposes.
4. The expenses or disbursements of the Fellowship for both general and restricted purposes.
5. A summary of the activities of the Fellowship for the year.
6. Any other inclusion as specified by Rotary International.
The information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.
Approval and amendments of these bylaws must be by a majority of the members present at the annual meeting. The secretary will keep, or cause to be kept, a copy of the original bylaws and amendments as approved by the members.
I certify that I am the duly elected Secretary of the International Fellowship of Rotarians—Music (IFR-Music) and that the above bylaws, consisting of 26 pages, are the bylaws of this Fellowship as amended by the membership on June 19, 2007.
Executed on June 19, 2007 at Salt Lake City, Utah, USA.
/s/ Lee Denlinger
Lee Denlinger, Secretary
Amended by the membership at the Annual General Membership Meeting in Bangkok, Thailand, May 7, 2012.
Amended by the membership at the Annual General Membership Meeting in Atlanta, Georgia USA, June 2017 (number of Directors increased to 19 possible Board members)
Amended by the membership at the Annual General Membership Meeting in Toronto, Canada, June 2018 (Expanded criteria for membership in line with RI guidelines for Fellowships)
Amended by the membership via notice in Staccato, November 2020 issue (Membership expanded to any interested person, Rotarian or non-Rotarian; in line with RI Board of Directors policy change, 2020; specifies that the Global Chair, Secretary, Treasurer, Membership Chair and Vice-Chairs be Rotarians in good standing; specifies that the Web Architect is an ex officio member of the board).