The National Association of Composers/USA - Bylaws

Dated 2002, as Amended Nov 2005; Dec 2010; Sep 2018; Jun 2024

Article I. Name and Purpose

Section 1. Name. The name of this corporation is The National Association of Composers/USA.

Section 2. Purpose. The purpose of the Association is to advance the cause of American concert hall music. This is to be accomplished through concerts of the highest quality; a national competition for new music by American composers aged 18-30; and the publication of a newsletter, ComposerUSA, detailing performances and activities of the members and other such topics as the editor may deem appropriate; a web site; and other projects that promote American concert hall music.

Section 3. Location. The principal office of the Association shall be within the greater Los Angeles, California area.

Article II. Members and Chapters

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

Section 2. Qualifications. Basic membership shall be available to any person or organization who has an interest in the stated purpose of the Association and whose membership dues are current.

Section 3. Special Categories.

• Associate Membership shall be available to those people who live in the same household as individual members.

• Student Membership shall be available to students, graduate or undergraduate, enrolled at an accredited college or university.

• Senior Membership shall be available to those people who have reached the age of 65.

• Honorary Membership shall be awarded by the Officers Council to persons who have made outstanding contributions furthering the purpose of the Association.

• Newsletter Subscriber shall be available to libraries, ensembles, and other organizations.

Section 4. Local Chapters. The creation of additional chapters of the Association is encouraged. The President and the Treasurer shall assist all new chapters in any way they can, consistent with the general financial condition of the Association.

Article III. Meetings

Section 1. Annual Meeting. An annual meeting of the members shall be held at such time and place as set forth by the Board of Directors of the corporation, for the purpose of election of Directors whose terms have expired and for the transaction of such other business as may come before the meeting.

Section 2. Quorum. A quorum shall consist of one third (1/3) of the national membership. 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, hold elections solely by mail ballot, and transact other business in writing, either through ComposerUSA or through the website.

Section 3. Notice of Meeting. Written notice stating the place, day, and hour of any annual meeting shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than twenty (20) nor more than sixty (60) days before the date of such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.

Section 4. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact on any matter coming before the meeting of the members other than any amendment to the Articles of Incorporation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 5. 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 during the preceding year.

• The Association's disbursements during the preceding year.

• The number of members of the Association, a statement of increase and decrease in such number during the preceding year, and a statement where the names and places of residence of the current members may be found.

Article IV. Board of Directors

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

Section 2. Number and Tenure. There shall be one nationally-elected director, with a four-year term. Each local chapter shall select a 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.

Section 3. 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 4. Regular Meetings. A meeting of the Board of Directors shall be held, at a minimum, once every two years, during odd-numbered years, in order to appoint officers to replace those whose terms will have expired at the end of said year, or to fill any vacancies.

Section 5. Special meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors, at a time and place agreeable to a majority of the Board of Directors.

Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or by mail or e-mail to each Director, in accordance with the guidelines set forth in Article III, Section 3.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 8. Teleconferencing. Any director who elects to attend any meeting of the Board of Directors via teleconferencing or any similar electronic means shall be deemed to be present at the meeting, and shall be entitled to full voting privileges.

Section 9. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 10. Chair. The Chair of the Board of Directors shall be the President. In his or her absence, any Officers 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 to take minutes of that meeting if needed.

Section 11. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a nominal fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Section 12. Dual Service. Notwithstanding any other clause of these By-Laws, no more than three (3) members of the Board of Directors, other than those serving ex officio, shall be appointed as Officers. If the Board of Directors wishes to appoint additional members of the Board of Directors as then constituted to an Office, said additional members must resign from the Board of Directors.

Article V. Officers

Section 1. Officers. The officers of the Association shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such others as may be appointed by the Board of Directors.

Section 2. President. The President shall be the chief executive officer of the Association. It shall be the responsibility of the President to supervise and control all of the business and affairs of the Association; to carry out the policies of the Board of Directors, the Officers Council, and the National Advisory Council; to call all meetings of the two Councils, and to call special meetings of the Board of Directors, when necessary.

Section 3. Vice-Presidents. In the absence or incapacitation of the President, the Executive Vice-President shall have all the powers of and be subjected to all the restrictions upon the President. The Vice-Presidents shall perform such other duties as from time to time may be assigned by the President.

Section 4. Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Officers Council and the National Advisory Council. The Secretary shall be responsible for giving notices in accordance with these bylaws or as required by law; for service as custodian of the Association records and the corporate seal and seeing that the corporate seal is duly affixed to all legal documents, the execution of which on behalf of the Association is duly authorized; and in general performing all duties as may from time to time be assigned by the President or the Officers Council.

Section 5. Treasurer. The Treasurer shall have supervision over the care and custody of the funds and property of the Association and the list of duly paid and honorary members. The Treasurer shall keep or cause to be kept accurate accounts of all receipts, disbursements, and assets of the Association and shall present a report of the same to the Officers Council and the Board of Directors, and perform other such duties as may be assigned by the President or the Officers Council.

Section 6. Terms of Office. The term of each office shall be four years. The terms of the offices of President and Secretary shall begin on January 1, 2004, and the terms of the offices of Vice-President(s) and Treasurer shall begin on January 1, 2006. During the interim period between the adoption of these By-Laws and the dates set forth above the offices shall be filled by those currently holding those offices.

Section 7. Removal from Office. Officers of the Association may be removed for malfeasance of office or by their own resignation, or by a two-thirds majority vote of the Board of Directors.

Section 8. 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 9. 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. Standing Councils and Committees.

1. The Officers Council shall consist of all officers of the Association.

2. The National Advisory Council shall consist of all officers of the Association, the Presidents of each local chapter or their representatives, theDirector of Communications, the Membership Coordinator, the Chairs of any committees existing at that time, and such others as may be appointed by the President or the Officers Council. They shall present to the Officers Council issues of concern to the Association, and shall advise the Board of Directors at such times and in such manner as they shall be called upon.

Section 2. Ad Hoc Committees. From time to time the President or the Officers Council may call into action various committees as their services are needed.

Article VII. Appointments

Section 1. Director of Communications. The President, with the approval of the Officers Council, shall appoint the Director of Communications, who will serve until such time as the Officers Council or the Director of Communications shall determine that another member should fill the position. The role of this director oversees and assists with all communication aspects of The Association, including the appointment of coordinators to facilitate communication needs.

Section 2. Others. It is strongly suggested that the President, with the approval of the Officers Council, shall appoint an Archivist, a Membership Coordinator, and others as are appropriate and necessary to the operation of the Association.

Article VIII. Financial Matters

Section 1. Compensation. None of the income, profits, or assets of the Association shall inure to the benefit of any member or officer of the Association. However, nothing shall preclude the payment by the Treasurer for legitimate, out-of-pocket expenses such as postage, telephone expenses, printing, etc., incurred in the business of the Association.

Section 2. Dissolution. In the event the Association is dissolved for any reason whatsoever, the assets of the Corporation 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 the Association now or hereafter shall be personally liable to the Association's creditors or for any indebtedness or liability of the Association, and any and all creditors shall look only to the Assets of the Association for payment.

Section 4. Further Clarification.

• Said organization 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 IX. Amendments

These by-laws may be altered, amended, or replaced, and new by-laws adopted by a two-thirds majority vote of the Board of Directors. Ballots may be cast in person or by an official signed proxy.

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