Midwestern Historical Keyboard Society, Inc. Bylaws Article I. Name. The name of the corporation shall be the Midwestern Historical Keyboard Society (MHKS). Article II. Purpose. The purpose of this not-for-profit corporation is to promote interest in and study of early keyboard instruments (principally the harpsichord, clavichord, early piano, and pre-1890 organ), the music intended for them, and fields of study relevant to these instruments and their music. Article III. Membership. Section 1. Membership is open to all persons, organizations, institutions, businesses or corporations, regardless of geographical location, who are interested in the purposes of MHKS. The principal area of activity of MHKS includes the mid-western states of the USA. Section 2. There shall be five classes of membership, Regular, Student, Joint, Life, and Organizational. All members (except Organizational members) have the right to vote and to serve on committees. Regular members (and those Joint and Life members whose primary membership is in MHKS) may hold office or serve on the Board of Directors. As a benefit of membership all members receive the annual copy of Early Keyboard Journal (EKJ) and the newsletters. (Note: Since the date of EKJ corresponds with the year of membership, the first issue of EKJ will be received in the year following the first year of membership.) (a) Regular members pay dues at an annual rate. (b) Student members, who are enrolled full-time in any secondary or post-secondary educational institution, may elect to pay dues at a reduced rate. Student members have the right to vote and may serve on committees and as committee chairs, but are excluded from holding an office or serving on the Board of Directors. (c) Joint members pay higher dues at an annual rate for a secondary membership in the Southeastern Historical Keyboard Society (SEHKS) and/or the Western Early Keyboard Association (WEKA). Members of SEHKS and WEKA may likewise join MHKS by paying an additional fee to those organizations. (d) Life members pay a one-time fee that grants life membership in both MHKS and SEHKS. (e) Organizational membership is offered to established organizations (usually ensembles, educational and presenting organizations, or educational institutions). Organizational members receive one copy of the Early Keyboard Journal and newsletter, but do not have voting rights. It is anticipated that individuals associated with such organizations, who share the purposes of MHKS, will pay dues as Regular Members. Article IV. Officers. Section 1. Elections shall be held at the annual membership meeting. The term of office will be two years. There is no limit to length of service in any office, except for the office of President, which shall be limited to two consecutive two-year terms. Section 2. The officers of the MHKS shall be as follows: (a) President. The President shall preside over all meetings of the Board of Directors and general membership, monitor the activities of all committees, and oversee the operation of the organization. (b) Vice-President. The duties of the Vice-President include serving as a liaison between the Board and the Program committee of the annual meeting, working closely with its Chair. The Vice-President shall preside over meetings in the absence of the President. (c) Secretary. The Secretary shall keep minutes of all meetings of the Board of Directors and the general membership, and publish them in the newsletter. The Secretary shall serve as Membership Secretary, keeping a current list of the membership and publishing it annually. The Secretary is responsible for the official correspondence of MHKS. (d) Treasurer. The Treasurer shall perform all duties related to the finances of the organization and report on the financial condition of the organization on a regular basis. The Treasurer shall report to the membership as a whole at the annual meeting, and shall publish the financial report in the next newsletter. Section 3. In order to be nominated for the office of President, the candidate must have served, either currently or in the past, as a member of the Board of Directors, either as the holder of another office or as a Director-at-Large. Article V. Board of Directors Section 1. The Board of Directors shall consist of the Officers and Directors-at-Large. Section 2. The number of Directors-at-Large shall be nine elected members, plus the Immediate Past President and the Founding President (Nanette G. Lunde) for a total of eleven. (See Codicil at the end of Article V). (a) Each Director-at-Large shall serve a term of three years. (b) A slate of three Directors-at-Large (one-third of the total of nine) shall be elected each year. (c) No one person can serve as both an Officer and a Director-at-Large. (d) If a Director-at-Large is elected to an Office, or if a Director-at-Large is unable to complete a term, another person will be appointed by the President with approval of the Board of Directors to fill out the term. Section 3. The duties of the Directors-at-Large include attending the yearly meeting of the Board of Directors in conjunction with the annual meeting, and participating in long-distance meetings as necessary, by e-mail or other means. It is desirable that Directors be active on committees, and should communicate their interests to the President. In order to enhance communication between the Officers, Board and Committees, every committee should include at least one Board member. Section 4. A candidate for Director-at-Large, who is a joint member with SEHKS or WEKA, must hold primary membership in MHKS. Codicil. The total number of Directors-at-Large before 2001 was twelve. Beginning at the annual meeting in 2002, a slate of three new Directors will be elected annually. Therefore, the number of Directors-at-Large in fiscal year 2002-2003 will be eleven and in fiscal year 2003-2004 will be ten. Beginning in 2004-2005 the target of nine Directors-at-Large will have been obtained. Article VI. Committees. Section 1. The Committee Chairs shall be appointed by the President on an annual basis. With the exception of the Nominating Committee, which has special regulations (as outlined in Art. VII, Section 1), Committee Chairs are responsible for the number and recruitment of other members to each committee. The President as a member, ex-officio, of all committees has access to all business of any committee. With the approval of the Board of Directors, the President may remove any committee member or Chair. Section 2. Standing committees shall be as follows. (a) Bylaws. The Bylaws Committee shall advise the Board of Directors on procedural matters. When necessary the Bylaws Committee shall submit amendments or changes to the bylaws for vote to the Board of Directors of the membership as delineated in Article XI below. (b) Finance. The Finance Committee shall assist the Treasurer as needed and seek outside funding such as grants and donations. (c) Membership. The Membership Committee shall establish liaisons with state or regional membership representatives to track activities in those regions. The Membership Committee shall disseminate news of members either through the newsletter or any other appropriate forum. The Membership Committee shall actively seek out ways to increase the membership of MHKS. (d) Program. The Program Committee will be responsible for planning the annual meeting, including the program content, exhibits and local arrangements. The Vice-President is a member of this committee, ex-officio, and is responsible for acting as a liaison between the Board and the Program Committee. (e) Publications. The Publications Committee shall assist in any matter having to do with publications of MHKS, such as the newsletter, brochures and the Early Keyboard Journal. The Newsletter Editor and Members of the Journal Oversight Committee are members of the Publications Committee, ex-officio. (f) Publicity. The Publicity Committee shall be responsible for the web site and publicity for the annual meeting. (g) Builder Liaison. The Builder Liaison Committee shall bring concerns of the builders to the Board of Directors and the membership. The committee shall encourage the publication of information about instruments and instrument building. (h) Nominating. The Nominating Committee shall consist of a Chair and three additional members. The Chair of this committee shall be appointed each year by the President prior to the Annual Meeting. The three additional members shall be nominated and elected by the general membership at the annual meeting. The work of the Committee shall end each year with the presentation to the membership of a slate of candidates for election as Officers and Directors-at-Large. Section 3. Every committee should include at least one Director-at-Large. Section 4. Each committee shall report to the Board of Directors annually. Oral reports may be appropriate at the annual Board meeting as business requires. Each Committee Chair shall submit a brief summary of the year's activities or status of the committee in writing to the Secretary before the conclusion of the annual meeting. Section 5. Additional Committees, both standing and special, may be created by the President or the Board of Directors as necessary. Article VII. Elections. Section 1. Election of Officers and Directors-at-Large shall take place at the annual meeting. The Nominating Committee shall be responsible for submitting a slate of candidates to the membership. Members are encouraged to submit suggestions for possible candidates to the Nominating Committee at least one month prior to the date of the annual meeting. If candidates for Officers or Directors-at-Large are unopposed, the vote may be taken by voice. If more than one candidate has been nominated for any position, the election will be by paper ballot. An ad hoc committee to count the ballots will be appointed by the President. Section 2. New Officers and Directors-at-Large will assume their positions on July 1. The out-going President will serve on the Board as Immediate Past President. Article VIII. Meetings of the Board of Directors. Section 1. Meetings of the Board of Directors, either in person or by distance, shall be called by the President or by a quorum of the Board of Directors. The Board of Directors will meet collectively in conjunction with the annual meeting. The agenda for the meeting will be set by the President. The procedure for conducting business at other times is described in Section 4. Section 2. A quorum of the Board shall be five and shall include at least two officers. Section 3. The president and the secretary shall be empowered to act in emergencies, subject to the earliest possible ratification by the Board of Directors. Section 4. Official business of the Board of Directors may be conducted at a distance by e-mail or other means. Distance votes may be deemed official if all Board members have been given an opportunity to vote with reasonable notice and if a quorum of Board members have voted in the majority. The President will preside over such distance meetings and appropriate records will be kept by all involved, and ultimately given to the Secretary for recording as minutes. Article IX. Annual Meeting. Section 1. The annual meeting of the members shall be held at a time and place, determined by the Board of Directors, no earlier than January 1 but no later than September 1 of each year. Section 2. The annual meeting shall include a program of scholarly presentations, lecture-recitals, concerts, builder's exhibits, displays of publications, and other appropriate professional events. Section 3. At the annual business meeting, ten percent of the membership shall constitute a quorum. Article X. Fiscal Year. The fiscal year of MHKS shall be from July 1 to June 30. Article XI. Amendments to the Bylaws. All Bylaws of MHKS shall be subject to amendment or repeal, or new Bylaws may be adopted by the majority vote of a meeting of the Board of Directors. Bylaws amendments shall originate with the Bylaws Committee, which shall be responsible for presenting the appropriate language of the amendment to the Board of Directors. Members may initiate changes to the bylaws by contacting the Bylaws committee. If the proposed amendment is complex in nature, the proposed change should be submitted in writing. Any significant changes in Bylaws shall be reported to the general membership, and a current copy of the Bylaws will be posted on the website. Article XII. Newsletter. MHKS is committed to the publication and mailing of a newsletter twice a year. The President shall appoint the Newsletter Editor for an indefinite term of service. The Publications Committee shall monitor the Newsletter and make recommendations to the President. The Newsletter Editor is a member of the Publications Committee, ex-officio. Article XIII. Early Keyboard Journal. MHKS is committed to full participation with the Southeastern Historical Keyboard Society (SEHKS) in sponsoring and producing the Early Keyboard Journal (EKJ). This participation includes full representation of MHKS on the Journal Oversight Committee, governed by a charter approved by the boards of MHKS and SEHKS.