The National Association of Composers/USA - Bylaws

Dated October 2024

Article I. Name and Purpose

Section 1. Name and Scope. The name of this 501(c) (3) organization is The National Association of Composers/USA (NACUSA). This document contains the most updated bylaws for NACUSA. For additional guidelines and protocols regarding Article I – VIII, see the Procedure Manual located at NACUSA website in Bylaws section.c

Section 2. Purpose. The purpose of NACUSA is to advance the cause of American concert hall  music and especially promote compositions by its members. This is to be accomplished through  concerts of the highest quality; a national competition for new music by young American  composers; the online newsletter ComposerUSA; a website; and other activities relevant to its  membership. 

Section 3. Location. The principal office of NACUSA shall be in the state of California. 

Article II. Members and Chapters

Section 1. Diversity. NACUSA encourages membership from traditionally under-represented  groups. 

Section 2. Qualifications. National and Chapter Membership shall be available to persons or  organizations who have an interest in the stated purpose of NACUSA and whose membership  dues are current. NACUSA accepts members who live in the US and abroad.

Section 3. Categories.

In addition to the regular membership. other categories of membership will be available:

• Student Membership will be available to college or pre-college students. 

• ▪Senior Membership will be available to individuals who have reached the age of  65. 

• ▪Honorary Membership may be awarded by the Executive Council to persons who  have made outstanding contributions furthering the Association’s purpose. 

• ▪Patron Membership will be available to enthusiasts of the organization who want  to support the Association financially.

• ▪ Institutional and Corporate Membership will be available to entities which wish to  support the activities of the Association financially or through partnerships. 

Section 4. Membership Rights. Regular Members, Students (over age 18), and Senior Members are eligible to hold leadership  positions, vote, and host events (under the supervision of National or Chapter  Leadership). Honorary, Patron, Institutional, and Corporate Members are not eligible to hold  leadership positions, vote, or host events. 

Section 5. Chapters. NACUSA is comprised of local Chapters which are responsible for  organizing activities in different regions of the US. This facilitates tighter collaboration between  members within each region or state, based on their specific conditions and interests. Members  of the NACUSA National may join multiple chapters by paying the chapter fees, independent  from their physical location.  

Section 6. Chapter Representative. Each Chapter will select a Chapter Representative  (usually the President) to be a part of the national Board of Directors. The representative shall  take part in Board activities, including Board Meetings and become the liaison between the  National organization and the Chapter.  

Section 7. Chapter Responsibilities. Each Chapter is responsible for organizing activities in  support of their membership, which justify their member’s contributions and should attract additional members to join the Chapter. The Executive Council will report to the Board  situations where a chapter has difficulties organizing sufficient activities. In such a situation, the  Chapter representative will work with the Executive Council to prepare an action plan and  present it to the Board of Directors. The Executive Council may temporarily decide to stop  accepting new members to the chapter, until the situation is properly addressed. The Executive  Council will report to the Board situations where a Chapter Representative became inactive, and  work with the Board and the chapter membership to find a solution.  

Section 8. New Chapters. The creation of new NACUSA chapters is encouraged. The  President, Membership Coordinator and the Treasurer shall assist all new chapters in any way  they can, consistent with the general financial condition of NACUSA. 

Article III. Board of Directors

Section 1. General Powers. The affairs of NACUSA, including the appointment of all  officers, shall be overseen by its Board of Directors. 

Section 2. Board Meeting Coordination 

a) Board of Directors Meetings shall be held twice a year, to discuss and decide on  relevant topics for the benefit of NACUSA. This includes the election process of Board  Members to replace those whose terms have expired, resigned or were removed from the  Board. 

Electronic notice stating the place, day and hour of the Board Meeting shall be sent to  each Board Member not less than twenty (20) not more than forty-five (45) days before  the date of such meeting. 

b) Special Board Meetings - additional meetings can be called at the request of the  President or any two Board Members at a time and place agreeable to a majority of the  Board of Directors. 

Electronic notice stating the place, day and hour of the Special Board Meeting shall be  sent to each Board Member not less than ten (10) days before the date of such meeting. 

Section 3. Board Meeting Quorum. A quorum shall consist of a majority (over 50%) of the  Board Members. If it is impossible to convene a meeting with a quorum, the Board of Directors  may, at their sole discretion, decide to cancel the meeting and address certain topics  electronically and vote electronically. If the Board of Directors consists of an even number of  Board Members, the majority will be at least half of the Board Members plus one.  

If quorum is achieved in a meeting, a motion can be approved by a majority of the Board  Members (over 50%) who participate in that meeting. 

Section 4. Chair. The President shall be the Chair of the Board of Directors. In his or her  absence, any Officer of the Board may be designated to preside as Interim Chairman. At any  meeting of the Board of Directors, the Chair or an Interim Chairman may select a person to take  minutes (usually the Secretary). Preparing minutes for all Board Meetings is mandatory. 

Section 5. Proxies. At any Board Meeting, a Board Member who is entitled to vote, may vote  by proxy. The executed Proxy documentation has to be provided by the Board member or by his  duly authorized attorney-in-fact before the start of the Board Meeting. 

Section 6. Financial Reports. At each annual meeting, the Treasurer shall present an annual  report to include the following information: 

• Assets and liabilities as of the end of the fiscal year. 

• Major changes in assets and liabilities during the preceding year. 

• The Association's receipts and disbursements from the preceding year. 

The Membership Coordinator shall report on the number of members of NACUSA, a  statement of increase and decrease in such number during the preceding year, how the  members are distributed by chapter, and the number of members not affiliated with a  chapter. 

Section 7. Board Structure. The President of the NACUSA National shall be elected by the Board of Directors, with a four-year term. The election shall follow the process described in the  section describing the election of Officers of the Board - Article IV. Section 8. Each chapter shall  select a Chapter Representative (generally the President of the chapter), in whatever manner each  chapter individually shall decide, to serve on the Board of Directors. In addition, the President,  Vice-President, Secretary, Treasurer, Director of Communications shall serve on the board of  Directors. The immediate past President shall serve ex officio. 

The Officers and the Chapter Representatives will have voting rights. In case a Board Member at  Large is appointed by the Board, this position will not have voting rights.

The at Large position may be assigned the role to represent members who signed up at the  National level, but are temporarily not part of any chapter. 

Board Members can have multiple roles in the Board of Directors. For example: Vice-President  and President of a Chapter. However, a Board Member has only one vote, no matter how many  roles he/she holds at the time of voting. The Board may assign certain permanent or temporary  responsibilities to Officers or other Board Members, such as Membership Coordinator, sub committee chair and program coordinators. 

Section 8. Executive Council. The Board Members holding the functions of President, Vice President, Secretary, Treasurer, and the immediate past President will be Officers of the Board  and will also run NACUSA as part of the Executive Council. The President can appoint  additional Board Members to be part of the Board or the Executive Council. Not more than 50%  of the Executive Council can also be Chapter Representatives. For example, if the Executive  Council has 6 Officers (including ex officio), not more than three (3) Officers may also be  Chapter Representatives. 

Section 9. Vacancies. Any vacancy occurring in the Board of Directors by reason of  resignation or removal from the Board shall be filled by the Board of Directors. A Director  elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in  office. 

Section 10. Teleconferencing. Any director who elects to attend any meeting of the Board of Directors via teleconferencing or any similar electronic means shall be entitled to full voting  privileges. 

Section 11. Electronic Voting Process. If a Board Meeting was cancelled since quorum was not achieved, or if time-sensitive topics  must be decided, the President or any two Board Members may initiate an Electronic Voting  process as follows:

• An electronic announcement to all Board Members will contain the proposed  motion to be discussed. The announcement will mention a reasonable time frame  for the Board Members to read the proposal and provide their feedback electronically (example: up to 10 days). 

• A Voting Period will be announced, and at the end of it, the votes will be  counted. Quorum and majority will be calculated similarly to regular Board  Meeting processes. The Board Members who voted within the Voting Period will  count towards the quorum. 

• The motion and the results of the Electronic Vote shall be documented similarly to the Minutes of a regular Board Meeting and shall have the same force and  effect as a regular vote in a Board Meeting. 

Section 12. Chair. The Chair of the Board of Directors shall be the President. In his or her  absence, the Vice President will preside. If both are absent, any Officer of the Board may be  designated to preside. At any meeting of the Board of Directors, the Chair or an Interim  Chairman may select a person (usually the Secretary) to take minutes of that meeting.

Section 13. Compensation. Board Members shall not receive any compensation for their services, but by a resolution of the Board of Directors, a nominal fixed amount for expenses may  be allowed and approved. 

Article IV. NACUSA National Officers 

Section 1. President. The National President shall be the chief executive officer of NACUSA.  It shall be the responsibility of the President to supervise all the business and affairs of  NACUSA; supervise and coordinate implementation of all policies and by-laws approved by the  Board of Directors; call regular and special meetings of the Board of Directors and the Executive Council, whenever necessary. 

Section 2. Vice-President. In the absence or incapacitation of the President, the Vice President shall have all the powers of the President. The Vice-President shall perform such other  duties as from time to time may be assigned by the President. 

Section 3. Secretary. The Secretary shall keep the minutes of the meetings of the Executive Council and the Board of Directors. The Secretary shall be responsible for giving notices in  accordance with these bylaws, and in general performing all duties as may from time to time be  assigned by the President or the Executive Council. 

Section 4. Treasurer. The Treasurer shall have supervision over the funds of NACUSA. The  Treasurer shall keep accurate accounts of all receipts, disbursements, and assets of NACUSA and shall present a report of the same to the Executive Council and the Board of Directors, and  perform other such duties as may be assigned by the President or the Executive Council. 

Section 5. Terms of Office. The term of each office shall be four years, starting on January  1st. Elections for President and Secretary shall occur during the same year, followed by the  election of the Treasurer and Vice President two years later. 

Section 6. Removal from Office. Officers of NACUSA may be removed for malfeasance of  office by their own resignation, or by a two-thirds majority vote of the Board of Directors. 

Section 7. Vacancies. A vacancy in any office shall be filled by a person appointed by the  Board of Directors for the unexpired portion of the term of office. 

Section 8. Elections. All Officers shall be elected to their positions by the Board of Directors,  who shall make such election by simple majority at meetings of the Board of Directors as set  forth above. 

Article VI. Committees

Section 1. Councils and Committees. The Executive Council shall consist of all NACUSA  National Officers. The President or the Executive Council can call into action various sub committees or ad-hoc committees, as their services are needed. 

Article VII. Appointments

Section 1. Director of Communications. The President, with the approval of the Executive Council, may appoint a Director of Communications, and add this function to the Board of  Directors and to the Executive Council. The role of this director is to oversee and assist with all  communication aspects of the Association, including the appointment of coordinators to facilitate  communication needs. 

Section 2. Others. It is recommended that the President, with the approval of the Executive Council, shall appoint an Archivist, a Membership Coordinator, and other roles, as are  appropriate and necessary to the successful operation of the NACUSA. 

Article VIII. Financial Matters

Section 1. Compensation. None of the income, profits, or assets of NACUSA shall benefit  any member or officer of NACUSA. However, nothing shall preclude the payment by the  Treasurer for legitimate, out-of-pocket expenses such as postage, telephone expenses, printing,  etc., incurred while acting on behalf of NACUSA. 

Section 2. Dissolution. In the event NACUSA is dissolved for any reason whatsoever, the  assets of NACUSA shall be given to (and only to) an organization with similar purposes which  has established a tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. 

Section 3. Liabilities. No member of NACUSA now or hereafter shall be personally liable to  NACUSA's creditors for any indebtedness of the association. Any and all creditors shall look  only to the Assets of NACUSA related to any pending debts. 

Section 4. Further Clarifications. 

• NACUSA is organized exclusively for charitable, religious, educational, and  scientific purposes, including, for such purposes, the making of distributions to  organizations that qualify as exempt organizations under section 501(c)(3) of the  Internal Revenue Code, or corresponding section of any future federal tax code. 

• No part of the net earnings of the organization shall inure to the benefit of, or be  distributable to its members, trustees, officers, or other private persons, except that  the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in  furtherance of the purposes set forth in the purpose clause hereof. No substantial  part of the activities of the organization shall be the carrying on of propaganda, or  otherwise attempting to influence legislation, and the organization shall not  participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the organization shall not  carry on any other activities not permitted to be carried on (a) by an organization  exempt from federal income tax under section 501(c)(3) of the Internal Revenue  Code, or corresponding section of any future federal tax code, or (b) by an  organization, contributions to which are deductible under section 170(c)(2) of the  Internal Revenue Code, or corresponding section of any future federal tax code.

• Upon the dissolution of the organization, assets shall be distributed for one or  more exempt purposes within the meaning of section 501(c)(3) of the Internal  Revenue Code, or corresponding section of any future federal tax code, or shall be  distributed to the federal government, or to a state or local government, for a public  purpose. Any such assets not disposed of shall be disposed of by the Court of  Common Pleas of the county in which the principal office of the organization is  then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated  exclusively for such purposes. 

Article VIII. Amendments 

These bylaws may be altered, amended, or replaced, and new bylaws adopted by a two-thirds  majority vote of the National Board of Directors. 

NACUSA is legally bound to adhere to the bylaws stated above.