TFMC Governance

Bylaws/Standing Rules

 

Bylaws

Texas Federation of Music Clubs

Revised 2008

ARTICLE I—Name

This organization shall be known as the Texas Federation of Music Clubs, and shall be affiliated as a component part of the National Federation of Music Clubs.

ARTICLE II—Object

The object of this organization is to bring into working relations with one another, music clubs and other musical organizations and individuals directly or indirectly associated with musical activity for the purpose of developing and maintaining high musical standards; and aiding and encouraging musical education, and the promotion of American music and American artists; and to cooperate with the National Federation of Music Clubs in its specific plans for the advancement of music.

ARTICLE III—Membership

Section 1. Composition. Membership in the Texas Federation of Music Clubs shall be composed of

A. Music clubs and kindred organizations whose purpose is to encourage, develop and maintain high musical standards, and

B. Individuals directly or indirectly interested in the promotion of musical activity.

Section 2. Divisions. The membership shall be in three divisions, viz.—Senior, Student/Collegiate, and Junior.

Section 3. Senior Division. The memberships of the Senior Division shall be classified as Active, Associate, or Honorary.

 A. The membership of the Senior Division shall be either organization or individual.

1. Organizations formed for the purpose of promoting the study or performance of music, such as adult music clubs, choral societies, choirs, festivals, and orchestral organizations, music teachers' associations, family and other music groups shall be eligible to active membership.

2. Individual membership shall be classified as Individual, Life, Subscriber, Donor, or Patron.

(a) An Individual Member. Any individual interested in the advancement of music may become an Individual Member upon payment of annual dues as provided in Article X, Section 7. A. 1. (b) of these Bylaws.

(b) Life Membership shall be conferred upon an individual on the payment of the Life Membership fee of $200 covering Life Membership in the State and National Federations as provided in the Bylaws of the National Federation of Music Clubs. A Life Member shall have all the privileges of active membership and is exempt from the payments of state and national annual dues. Life Membership is not transferable from one state to another state and an individual taking up residence in another state remains a Life Member of the State Federation through which the Life Membership fee was paid. If he wishes active participation in the affairs of the state to which he has moved, he shall pay dues for membership in that state, as provided in National Federation Bylaws.

(c) A Subscriber, Donor, or Patron shall be any individual who has given at one time (except as provided in 'd') a sum of $1,000, $2,000, or $10,000, respectively, for this specific purpose as provided in the Bylaws of the National Federation of Music Clubs. Such an individual shall have all the privileges of active membership and is exempt from the payment of State and National annual dues. Such membership is not transferable from one state to another state, and the member remains a member of the State Federation through which his fee was paid. If he wishes active participation in the affairs of the state to which he has moved, he must pay dues for membership in that state.

 

(d) Change in Class of Membership. A Life Member, a Subscriber, or a Donor may change to a higher membership status by paying the difference in fees.

B. Associate Membership

1. Organizations formed for the purpose of promoting a special musical project such as choral societies, orchestras/orchestral associations, opera companies/opera guilds, local alumni chapters of music fraternities or sororities, church choirs, church orchestras, church bands, and groups dedicated to the promotion of a concert series in their own community may become Associate Members. Such Associate Organiza­tions may send representatives to meetings of the State Federation, but they shall not be entitled to make motions nor to vote. Local music organizations holding regular meetings for the transaction of business and the presentation of a program shall not be eligible for associate membership,

except those groups organized specifically to promote a musical project.

2. Honorary Membership may be conferred upon an individual who has achieved distinction in music or has rendered signal service to the Federation (for which the Federation shall desire to distinguish him) Candidates for this honor shall be unanimously recommended by the Board of Directors and elected by a unanimous vote of members present and voting at an annual meeting. An Honorary Membership may be revoked in the same manner. Honorary members shall not be entitled to make motions, to vote, or to hold office. They shall be exempt from the payment of dues. The title of Honorary Membership shall not preclude active membership for those who may desire active membership with its accompanying obligations of dues and service.

Section 4. Student/Collegiate Division. The membership of the Student/Collegiate Division shall be limited to young people between the ages of 19 and 26, and shall be classified as active or associate.

A. Individual Membership. An individual student may become a Special Active Member upon payment of dues as provided in Article X, Section 7. B. 1.

B. Associate Membership. College groups, university music schools and departments, choruses, bands, orchestras and similar organizations in the 19-26 year age bracket who do not wish active participation in the business affairs of the Federation may become Associate members upon payment of dues.

 

Section 5. Junior Division. The membership in the Junior Division shall be limited to individuals or organizations whose members are not over 18 years of age.

A. The Individual Membership in the Junior Division may be either organization or individual.

1. Organizations. All Junior music clubs, bands, orchestras, choirs, choruses or similar organizations whose members are not more than 18 years of age may become active members of the Junior Division.

2. An Individual in the Junior Division may become a Special Member upon payment of dues as provided in Article X, Section 7, C. 3.

B. The Cradle Roll. Children from birth to five years of age shall be eligible to membership in the Cradle Roll, upon payment of the Cradle Roll fee as provided in Article X, Section 7, C. 3.

Section 6. Termination of Membership

A. Resignation. Any organization in good standing may resign by sending written resignation to the State Treasurer, who shall in turn notify the National Treasurer and the President of the District in which the club is located.

B. Forfeiture. If dues are not received by January 1, a member shall be considered delinquent and shall be so notified. Any member whose dues are in arrears for more than a year shall be considered to have forfeited membership and shall be dropped from the rolls.

C. Reinstatement. Any organization which resigns in good standing may be reinstated on application. A membership forfeited for non-payment of dues shall require the payment of a reinstatement fee of $5.

 

ARTICLE IV—Meetings

Section 1. The annual convention shall be held in the spring with the date and place to be decided by the TFMC President with the consent of the Executive Committee. Thirty days notice shall be given all voting members.

 

Section 2. A special session of the Federation may be called by the President upon a majority vote of the Board of Directors. Thirty days notice of a special session shall be given. The purpose of the session shall be stated in the Call, and no other business shall be transacted.

 

Section 3. Voting Body.

A. The voting body of the Texas Federation of Music Clubs shall consist of the Board of Directors, active individual members, the President (or an appointee), one delegate or alternate from each active Senior and Student organization and one adult counselor from each active Junior organization. No person shall be entitled to vote in a dual capacity, and no absentee or proxy vote shall be permitted.

B. No member group or other active voting member whose current dues are not paid in full thirty days prior to the annual meeting shall be allowed to vote at the annual meeting.

 

Section 4. Quorum. Twenty-five (25) qualified voters shall constitute a quorum for the transaction of business at the annual convention of TFMC.

ARTICLE V—Officers

Section 1. The officers of the Federation shall be a President, four Vice-Presidents, a Recording Secretary, a Treasurer, a Parliamentarian, a Historian, an Auditor, and a Corresponding Secretary. The First Vice-President shall be considered the President-Elect. All officers shall be elected as provided in Article VI, Section 1, except the Corresponding Secretary, who shall be appointed by the President.

Section 2. The President shall preside at all meetings of the Federation, shall appoint all chairmen, and shall perform all other duties pertaining to the office; shall be chairman of the Board of Directors and act as a member ex-officio of all committees except the Nominating Committee, naming one of the members to serve as chairman, and shall endorse all bills before any money is paid out by the Treasurer.

Section 3. The First Vice-President shall assist the President in any way called upon and, in the absence or disability of the President, shall perform all duties of that office and shall succeed in office in case of a vacancy. This Vice-President shall be chairman of the District Presidents' Council and assist with orientation.

Section 4. The Second Vice-President shall have as a special duty the Chairmanship of the Membership Extension Department.

Section 5. The Third Vice-President shall promote Individual and Life Memberships, and shall conduct a breakfast meeting for Life Members at the annual convention, at which new life members are inducted.

Section 6. The Fourth Vice-President shall promote the Memorials and Honor Endowment Fund and all other TFMC Endowment Funds and shall receive and acknowledge contributions to all Endowment Funds, sending money to the TFMC Treasurer.

Section 7. The Second, Third, and Fourth Vice-Presidents shall not automatically succeed in office, even if a vacancy occurs during their term of office.

Section 8. The Recording Secretary shall keep a record in orderly fashion of the proceedings of all meetings of the Federation and Board of Directors, and shall send copies of the minutes to the TFMC President, First Vice-President, Treasurer, and Finance Chairman within thirty days. Minutes shall be British style (i.e., with a left hand marginal index). This secretary shall have in custody all records and papers of this Federation.

Section 9. The Treasurer shall collect all dues and receive all money of the Federation, keeping an accurate                     4

account of al receipts and disbursements. Disbursements shall be paid by order of the President. The

Treasurer shall send the President a monthly statement of cash receipts and disbursements and in May of each year shall furnish to each District President an accurate list of paid clubs, remitting in May the District pro-rata funds. The Treasurer shall make an itemized report of income and expense at all Board and annual conventions, and shall serve as a member of the Credentials Committee. Dues notices shall be sent to all clubs. The Treasurer shall be bonded, the amount to be decided by the TFMC Board.

Section 10. The Parliamentarian shall advise officers and members on points of parliamentary law when requested, using Robert's Rules of Order, Revised, as an authority.

Section 11. The Historian shall be responsible for all historical materials of collections of which the Federation may become possessed, and shall catalog and arrange same as directed by the Board of Directors. The Historian shall collect and preserve all printed matter pertaining to the history of the Texas Federation of Music Clubs.

Section 12. The Auditor shall examine the Treasurer's accounts annually and present a report at the annual convention. This officer shall make a qualified audit, and file a report with the President at the close of the fiscal year following the election of officers.

Section 13. The Corresponding Secretary shall issue notices of meetings and conduct such official correspondence as is delegated by the President or the Board of Directors. The President appoints this office.

ARTICLE VI—Elections

Section 1. Officers of the Federation shall be elected at the annual convention on the odd calendar year, for a term of two years.

No person shall be elected to office who has not served as a member of the Board of Directors for at least two years.

 

No officer, except Treasurer and Historian, shall be allowed to serve longer than one term consecutively in the same office, except a member who is serving an unexpired or appointive term at the time of election.

Section 2. Nominating Committee

A. There shall be a Nominating Committee, composed of one member from each District, appointed by the President at the annual convention in the even numbered years.

B. This committee shall prepare a full slate of officers, which shall be published in the state newsletter, scheduled to reach the editor at least 6 weeks prior to the election.

Section 3. The report of the Nominating Committee shall be read on the first day of the business session of the annual convention, at which time further nominations may be made from the floor.

Elections shall be by ballot except that the election may be by acclamation when there is one nominee for a position. A majority vote is necessary to elect.

Section 4. Term of Office. Officers shall assume their duties as of July 1st (which is the beginning of the fiscal year they are elected).

 

ARTICLE VII—Board of Directors

Section 1. Composition. There shall be a Board of Directors with not less than 22 nor more than 75 members, composed of officers, heads of departments, standing committee chairmen and district presidents and vice-presidents.

 

Past Presidents who are not active members of the Board under Section 1, shall be Honorary Members  of the Board of Directors.

Section 2. The Board of Directors shall meet in regular session at the annual convention and the fall board meeting at such time and place as may be determined by the President and Executive Committee. Fifteen members shall constitute a quorum.

 

Board meetings shall be open for informal sessions and closed for designated business sessions.

 

Special meetings of the Board may be called by the President or upon request of five members to the President.

 

Section 3. Duties. The Board of Directors shall have general supervision of all interests of the Federation; and shall fill vacancies not otherwise provided for in the Bylaws. All business, other than routine matters, transacted by the Board of Directors shall be reported to the general membership at the next annual convention.

 

ARTICLE VIII—Executive Committee

Section 1. The Executive Committee shall be composed of the President, the First Vice-President, the Recording Secretary, the Treasurer, the Parliamentarian and the Immediate Past President.

Section 2. The Executive Committee shall appoint all special committees and shall act for the Board of Directors in case of emergency during intervals between meetings of the Board. All actions of this committee shall be reported to the Board of Directors for approval.

Section 3. The Executive Committee shall meet at the call of the President, or upon written request of three members.

Section 4. Quorum. Three members of the committee shall be considered a quorum.

Section 5. Business by Correspondence, Telephone or Electronic Transmission. Business needing immediate attention which, in the opinion of the President, does not warrant calling a meeting of the Executive Committee may be transacted by correspondence, telephone or electronic transmission.

ARTICLE IX—Departments and Committees

Section 1. The work of the Federation shall be carried on by departments and committees as provided in the Standing Rules of the National Federation of Music Clubs.

 

Section 2. Each department and committee chairman shall compile and present a written report of his work to the Board at the annual convention.

 

ARTICLE X—Dues and Finance

Section 1. Source of Income. The finances of the Texas Federation of Music Clubs shall be derived from the payment of dues, earnings, gifts and from such other sources as shall be approved by the Board, subject to the rules of the charter granted by the State of Texas and the laws governing not-for-profit corporations and the provisions of these Bylaws.

 

Section 2. The Fiscal Year shall be from July 1 of one year through June 30 of the succeeding year.

 

Section 3. Payment of Dues and Fees. Membership dues shall be paid directly to the State Treasurer who shall forward National dues and fees to the National Treasurer at intervals set up by the National Treasurer.

 

Section 4. Due Date. All dues shall be received by the State Treasurer by October 15 and are delinquent on November 15 of each year, except for Individual Members in the Student and Junior Divisions, which shall be credited for one year from the date the dues are reported to the National Treasurer's office.

Section 5. Forfeiture and Reinstatement of Membership. Please see Article III, Section 6, B and C.                                     6

Section 6. The Finance Committee shall be composed of three members who have some finance experience. Each TFMC President will appoint one member to serve a six year term replacing the member rotating off the committee. The TFMC President shall appoint the chairman. Members may serve two consecutive terms. Ex-officio members of this committee shall be the President, First Vice-President, and Treasurer. Amended 3/21/14

 

Section 7. Dues. Dues amounts are listed in the TFMC Standing Rules of these Bylaws.

ARTICLE XI—Endowment Funds

TFMC ENDOWMENTS (Bylaws)

Section 1. Endowments administered by TFMC are established to promote and encourage musical excellence in Texas. All endowment, award, scholarship and project money administered by TFMC is collected and expended by the TFMC Treasurer with oversight by the finance committee and consent of the Board of Directors.

TFMC shall honor all endowment and award agreements, Bylaws, and 501 (c) (3) IRS rules. Financial books will be audited annually. A maximum of ten percent (10%) of endowment earnings may be deducted annually for TFMC administrative costs if needed.

 

Section 2. The Texas Endowment Fund  for memorials and honorariums was established to enhance and broaden the purposes of the Federation of Music Clubs. The funds are derived by donations from those wishing to perpetuate the memory of or give signal recognition to individuals, clubs, officers, or organizations. The minimum donation to have names permanently recorded are:

Honor Roll - $100

Club Pioneer Roll - $25

Club Presidents Roll - $20

Recognition Honor Roll - $20

Honorees' names are permanently listed in the list of memorials, pioneer roll, club presidents, or outstanding service list. Minimum donation is $20.00. Funds shall be retained intact, and only the earnings may be expended for prizes, awards, scholarships, or for any cause deemed worthy to enhance or promote the work of TFMC.

The chairman shall acknowledge both honorees and donors, and keep accurate and timely records. The TFMC Treasurer shall invest the money with oversight by the finance committee and the TFMC Board. (Current endowment is $9,600.)

 

Section 3. The Edna Ocker Endowment  shall be used to promote good music in any way deemed best by the TFMC Executive Committee. Only the earnings shall be spent. It was established to help bring Young Artists to Texas annually. (Current endowment is $10,000.)

 

Section 4. The Leake J. Ward Music Therapy Scholarship Endowment  is to be awarded to college sophomores, juniors or seniors already enrolled in courses leading to a Music Therapy Degree, in an accredited Texas college approved by TFMC. It is funded from the earnings derived from a $15,000.00 gift and shall be administered by a chairman appointed by the President.

The chairman shall publicize the award to Music Therapy Departments in Texas colleges that offer this course of study and provide rules, requirements and applications forms. Information for applying is also given on the TFMC website. Application deadline is March 1 annually. The winner will be announced by March 15 each year.

In the years when there is no music therapy applicant, awards may be made to other worthy music students, with the approval of the Executive Committee. (Current endowment is $17,000.)

 

Section 5. The Texas Century Club Endowment was established to fund scholarships for Texas students who qualify to attend Opera in the Ozarks at Inspiration Point Fine Arts Colony in Eureka Springs, Arkansas. The earnings, but none of the principal, of the Endowment Fund shall be used, and the endowment is administered by TFMC. The recipient(s) shall be selected by the scholarship committee in conference with the artistic director of IPFAC. (The original endowment was established in recognition of the 100th anniversary of the National Federation of Music Clubs.) Amended 3/21/14

Section 6. J. C. Jr. and Robert Dyer Memorial Strings Endowment  was established to encourage and assist high school strings students. The endowment is administered by TFMC. The Dyers selected three TFMC members to administer the awarding of the earnings. The President of TFMC, with consent of the committee members, shall name replacements for any resigning/retiring committee members. The committee will handle all mechanics of administering the endowment. Amended 3/21/14 

Section 7. The Christmann Endowment Honoring Past State Presidents was established in 2007 by Francis Christmann, TFMC Past President 1976-1978, to further opportunities in the lives of young musical artists. Only the earnings may be spent annually. The earnings may be added to other endowed scholarships. The endowment is to be administered by TFMC with the finance committee allocating the earnings and making recommendations to the TFMC Board for approval. Amended 3/21/14 

 

Section 8. A minimum of $7,500.00, which may be paid over a three year period, is required to establish a new endowment award or project to be administered by TFMC. Smaller amounts will be used to supplement established endowments or projects.

Section 9. A minimum of $8,0000, which may be paid over a three year period, is required to establish a new endowment award or project to be administered by TFMC. Smaller amounts will be used to supplemen established endowments or projects. Amended 3/21/14 

 

ARTICLE XII—Past Presidents Assembly

Section 1. There shall be a Past Presidents Assembly which shall operate under the laws of the National Federation of Music Clubs. The main objective of the Past Presidents Assembly shall be to provide funds for awards for the Young Artist Auditions.

 

Section 2. Memberships and Dues

A. To be eligible for membership in the Past Presidents Assembly, a person must be a past president of the National Federation, a State Federation, a National Associate organization, a District, or any Senior, Student or Junior organization holding memberships in the National Federation of Music Clubs.

B. Dues for membership in the Past Presidents Assembly shall be $2.00 per year, one-half of which shall be sent to the National Treasurer and one-half deposited int he Past Presidents Assembly Fund.Members are urged to make additional contributions, which unless otherwise designated, are for National.

C.The State portion of PPA dues may be used to present NFMC's Young Artist Audition winners on state convention programs as PPA funds permit, and as approved by the Executive Committee. Additionally, funds may be used for audition expenses for Texas Young Artists as approved by the Executive Committee.

D. Past Presidents Assembly funds in excess of $5,000.00 shall be invested for the most advantageous rate of returns, and earnings accrued shall revert to the Past Presidents Assembly Fund.

 

Section 3. The Immediate Past President of the State shall serve as chairman of this body, shall assist in collecting dues, sending same to the State Treasurer, and keeping an accurate account of the standing of all members.

 

Section 4. Chapters of the Past Presidents Assembly may be organized in a district, or a local club. Five or more members in good standing will be required for the organization of a district chapter, and three or more for a local chapter.

 

Section 5. A Charter will be issued by the National Chairman of Past Presidents Assembly when a group meets these requirements and agrees to make an annual contribution to the National Young Artist Award Fund over and above dues as provided above, and pays the charter fee of $2.00.

 

Past presidents of TFMC form a chapter of the Past Presidents Assembly, holding Charter #758.

ARTICLE XIII—TFMC Districts

The State shall be divided into organized districts which shall be self-governing but subject to the policies of the State organization. All members joining the State organization become, automatically, members of their respective districts. Districts must use TFMC in their titles.

ARTICLE XIV—District Presidents' Council

Section 1. There shall be a Council, comprised of the Presidents of the Districts of the Texas Federation of Music Clubs, organized for the purpose of discussing District activities and the correlation of the State and District work.

 

Section 2. The Council shall be under the direction of the First Vice-President of Texas Federation of Music Clubs and, shall meet during the Fall Board meeting and at the annual meeting.

 

ARTICLE XV—National Representation

Section 1. This Federation shall be represented at the meetings of the National Federation of Music Clubs by the President, or his duly elected alternate.

 

Section 2. In the even calendar year the TFMC Board shall elect a past State President to serve as State representative on the National Board for two years with a limit of four years, and the Board may recommend one or more nominees for Member-at-Large on the National Board. These names shall be submitted by a Nominating Committee composed of one representative from each District, appointed by the State President.

As provided in the National Federation Bylaws, no person shall serve as President of the State Federation and as a member of the National Board of Directors at one and the same time.

 

Section 3. The President shall send the name of the nominee, or nominees, for the National Board, together with qualifications and assurance of willingness to serve, to the Chairman of the Nominating Committee of the National Federation. Such names and qualifications must reach the committee before December First.

 

ARTICLE XVI—Publications

A newsletter shall be issued four times each year. Copies shall be furnished State officers, Donor, Subscriber, Patron and Life Members, State Chairmen, District and Club Presidents. A subscription fee of $2.00 per year may be charged other members who wish individual copies.

ARTICLE XVII—Seal

The official seal of the Texas Federation of Music Clubs shall be the Texas State Seal (Lone Star surrounded by a wreath of wheat and oak leaves) with one measure of "Texas, Our Texas" (Marsh) at the bottom. This seal shall be used on all official papers of the Texas Federation.

ARTICLE XVIII—Parliamentary Authority

Robert's Rules of Order, Revised, shall govern this organization in all cases not covered by these Bylaws, its Charter, or the Standing Rules.

 

ARTICLE XIX—Inspiration Point Fine Arts Colony 

Section 1. Texas shall be a supporting state federation of Inspiration Point Fine Arts Colony in Eureka Springs Arkansas. TFMC is entitled to at least two members on the governing board, to be elected by the IPFAC governing board.

 

Section 2. A state Board of Directors to promote IPFAC shall be established, consisting of at least six (6) members, to be elected from the IPFAC membership at their annual meeting. State Board members shall serve for one year, with the privilege of reelection.

 

ARTICLE XX—Amendments

These Bylaws may be amended at any annual convention by a two-thirds vote of the delegates present and voting, provided the proposed amendment has been submitted in written form to all active members at least one month prior to the annual convention.

 

ARTICLE XXI—Hold Harmless Provision

The elected or appointed officers, members of the Board of Directors, and appointed committee members serve by the authority granted in the TFMC Bylaws.

In accepting election or appointment to such positions, each officer, board member or committee member understands and acknowledges that each such person shall be held harmless and shall not be personally liable either jointly or severally, as to any action taken or not taken during his or her service to TFMC as an officer, board member, or committee member, provided; however, that the foregoing shall not eliminate or limit:

1. the liability of any such member if a judgment or other final adjudication adverse to such member established that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or that he or she personally gained a financial profit or other advantage to which he or she was not legally entitled, or

2. the liability of any such member for any act or omission on his or her part prior to the adoption of the foregoing policy.

 

ARTICLE XXII—Dissolution of the Corporation

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.

Standing Rules

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