CHAPTER MAILING ADDRESS:
1010 Nashville Avenue, New Orleans, LA. 70115
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BOARD OF DIRECTORS - New Orleans Chapter
President: Robert Zanca
Secretary: Dr. Carolyn M. Clawson
Treasurer: Frederick Lee Lawson

Directors:
Rachelen Lien
Robert Zanca
Travers Koerner
*
Earl Markey
Naomi Markey
Dr. Carol Britt
Bennett Britt
Janet McLellan
Dr. Paul Anderson
Roy Redman
Ryan Celestin

* Swell Shoe editor.
Chapter web site: www.ohsno.org

 



AMENDED AND RESTATED BYLAWS
OF THE
ORGAN HISTORICAL SOCIETY

As adopted July 18, 2004

1. GENERAL.


1.1 Organ Historical Society. The Organ Historical Society (the "Society") was organized in 1956. The Society was incorporated in 1961 as a corporation not-for-profit organized under the laws of the Commonwealth of Pennsylvania.
1.2 Authority. These bylaws are subject to the articles of incorporation of the Society, as amended, and the Pennsylvania Nonprofit Corporation Law.

1.3 Effect of Bylaws. These bylaws restate and amend the current written by-laws of the Society, as amended, as they have been interpreted by the National Council and practiced by the Society. In the event of any conflict between any prior practice, resolution, action, or policy of the Society or the National Council relating to these bylaws, these bylaws shall prevail. Any practice, resolution, action, or policy of the National Council or the Society inconsistent with these bylaws shall be void ab initio.

1.4 Registered Office. As required by section 5507 of the Pennsylvania Nonprofit Corporation Law, the Society shall maintain a registered office in the Commonwealth of Pennsylvania.

1.5 Principal Place of Business. The National Council shall from time to time designate a principal place of business of the Society, which may be within or without the Commonwealth of Pennsylvania. The National Council may also designate one or more subsidiary places of business of the Society, which may be within or without the Commonwealth of Pennsylvania.

1.6 General Powers. The Society shall have power to exercise all powers described in section 5502(a) of the Pennsylvania Nonprofit Corporation Law.

1.7 No Pecuniary Gain. The Society is a corporation which does not contemplate pecuniary gain or profit, incidental or otherwise.

1.8 Definitions. The following terms have the meanings given them in these bylaws.


(a) "American Organ Archives" is defined in Section .
(b) "Annual Meeting" means the annual meeting of the Society described in Section .
(c) "Bylaws" means these amended and restated bylaws of the Society.
(d) "Chapter" is defined in Section .
(e) "Council Members" is defined in Section .
(f) "Councillors" is defined in Section .
(g) "General Members" is defined in Section .
(h) "Governing boards" is defined in Section .
(i) "Honorary Members" is defined in Section .
(j) "National Council" is defined in Section .
(k) "National Councillors" is defined in Section .
(l) "National Officers" is defined in Section .
(m) "National Voting Officers" is defined in Section .
(n) "Non-Voting Council Members" is defined in Section .
(o) "Non-Voting Members" is defined in Section .
(p) "Organ" means the traditional wind-blown musical instrument with pipes.
(q) "Organizational Affiliate Members" is defined in Section .
(r) "Pennsylvania Nonprofit Corporation Law" means the Nonprofit Corporation Law of 1988, Title 15, Part II, Subpart C of the Pennsylvania Consolidated Statutes, commencing with section 5101.
(s) "Society" is defined in Section .
(t) "Voting Council Members" is defined in Section .
(u) "Voting Members" is defined in Section .

2. PURPOSE. The Society is an international organization for friends of the organ. The purpose of the Society is:


(a) To encourage, promote, and further an active interest in the organ and its builders, particularly those in North America;
(b) To collect, preserve, evaluate, and publish detailed historical and technical information about organs and organbuilders, particularly those in North America;
(c) To use its good office and influence to have significant organs, particularly those in North America, preserved in their original condition or carefully restored; provided, however, that this clause shall not require the Society to expend its funds to preserve or restore significant organs;
(d) To provide members of the Society with opportunities for meetings and for the discussion of topics related to the organ;
(e) To publish its journal and other books, serials, recordings, and videos;
(f) To organize conventions;
(g) To support its American Organ Archives;
(h) To make available to its members and the public recordings of organs, books on the organ, organ music, and other materials concerning the organ, both produced or published by the Society and produced or published by third parties;
(i) To establish other programs; and
(j) To conduct other lawful acts consistent with this Section .

These bylaws shall be read and the Society’s activities shall be undertaken in a manner not inconsistent with this Section .

3. MEMBERSHIP.

3.1 General. The membership of the Society shall be divided into two (2) classes: Voting Members (Section ) and Non-Voting Members (Section ). Membership in the Society shall not be denied on the basis of race, religion, gender, sexual orientation, national origin, marital status, disability, or any other protected class. Membership in the Society may be denied or withdrawn by the National Council, if, in the sole discretion of the National Council, a potential member or member does not support the purposes of the Society.
3.2 Voting Members. Voting Members consist of General Members and Honorary Members.


(a) General Members. General Members shall consist of persons who support the purposes of the Society and who have paid the dues and fees set by the National Council. As long as they maintain their standing as members of the Society, General Members shall (1) be eligible for election to chapter and national office, and to the National Council (as long as otherwise eligible); (2) be eligible to serve on committees of the Society; (3) be eligible to vote in chapter and national elections; (4) receive the journal of the Society; and (5) have such other benefits and privileges as the National Council may from time to time determine.
(b) Honorary Members. Honorary Members shall consist of those individuals who have made a distinguished contribution to the furtherance of the purposes of the Society. Honorary Members shall be nominated by five (5) General Members and shall be approved by (1) the National Council and (2) the general membership of the Society at an Annual Meeting. Honorary Members shall be exempt from dues and fees set by the National Council but shall otherwise have the rights of General Members.
3.3 Non-Voting Members. Non-Voting Members shall consist of Organizational Affiliate Members. Organizational Affiliate Members shall consist of: (1) individuals who (A) are members of other organizations which, by approval of the National Council, are affiliated with the Society or receive the journal of the Society and (B) pay dues and fees as set by mutual agreement of the Society and such other organization; and (2) organizations which (A) receive the journal of the Society and (B) pay dues and fees set by the National Council.

3.4 Membership Subclasses. The National Council may designate subclasses of membership among Voting Members and Non-Voting Members (for example, student and senior memberships within General Members) and establish criteria and privileges for each membership subclass.

3.5 Good Standing Defined. Throughout these bylaws, members are assumed to be in good standing. A member in good standing is a member who is current with his, her, or its dues, fees, and debts to the Society.


4. ORGANIZATION AND GOVERNANCE.


4.1 General. Except as provided in Section , all powers enumerated by the Pennsylvania Nonprofit Corporation Law or otherwise vested by law in the Society shall be exercised by or under the authority of, and the business and affairs of the Society shall be managed under the direction of, the National Council. The National Council is the Society’s board of directors, as that term is defined in the Pennsylvania Nonprofit Corporation Law.
4.2 Duties and Responsibilities. Without limitation to the authority granted in the first sentence of Section , the National Council is specifically charged with the following duties and responsibilities: (a) to organize and disband chapters, (b) to approve candidates to honorary membership, (c) to assess and collect dues and fees, (d) to invest and appropriate the funds of the Society (subject to Section ), (e) to determine the place and time for the Annual Meeting, (f) to arrange the order of business for meetings, (g) to employ and engage such staff and other personnel as are necessary to conduct the business of the Society, (h) to appoint such committees and individuals as are needed for the work of the Society, (i) to fill vacancies among Council Members, (j) to enact and amend policies and procedures of the Society, (k) to amend these bylaws, or, if approval of the Society membership is required to amend these bylaws, to recommend amendments of these bylaws to the Society membership for approval, and (l) to take such action necessary for the orderly operation of the Society.

4.3 National Council. The National Council consists of Voting Council Members (Section ) and Non-Voting Council Members (Section ). "Council Members" includes Voting Council Members and Non-Voting Council Members. Council Members shall be natural persons of full age and members in good standing of the Society.

4.4 National Council – Voting Council Members. The National Voting Officers (Section ) and the National Councillors (Section ) are Voting Council Members.

4.5 National Officers. The President (Section ), Vice President (Section ), Secretary (Section ) and Treasurer (Section ) are the National Officers of the Society. The National Officers shall have such powers and duties as generally pertain to their respective offices, as well as the powers and duties set forth in these bylaws.

4.6 National Voting Officers. The National Voting Officers are the President, Vice President, and Secretary.

(a) President. The President is the chief executive officer of the Society. The President shall preside at all meetings of the Society and of the National Council, shall be (except as otherwise provided in these bylaws or as determined by the National Council) ex officio a member of all special and standing committees and governing boards of the Society, and shall perform such other duties as designated by the National Council.
(b) Vice President. The Vice President shall be (except as otherwise provided in these bylaws or as determined by the National Council) ex officio a member of all special and standing committees and governing boards of the Society and shall perform such other duties as designated by the National Council. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.
(c) Secretary. The Secretary shall keep, or cause to be kept, lists of members of the Society and shall cause the records of the Society to be kept in proper order. The Secretary shall also be custodian of the corporate seal, and shall be responsible for recording the proceedings of the meetings of the Society and of the National Council. The minutes, once approved, shall appear in the journal of the Society. The Secretary shall perform such other duties as designated by the National Council.
4.7 National Councillors. The National Council shall have six (6) National Councillors ("Councillors"). Each Councillor shall coordinate and represent to the National Council a specific area of work of the Society. The National Council may from time to time determine the specific areas of work of the Society and the Councillor assigned to each specific area of work. The National Council shall assign a Councillor to chair or be a liaison to each standing committee.

4.8 Terms of Office. The President shall hold office for two (2) years or until his or her successor is duly elected. The Vice President, Secretary, and National Councillors shall hold office for four (4) years or until their successors are duly elected. The terms of Voting Council Members shall begin at the conclusion of the Annual Meeting of the Society, but in any case no later than on 1 October of that calendar year. No Voting Council Member may serve more than two (2) elected consecutive terms in the same office. A Voting Council Member may later serve in the same office if such later term(s) of service are non-consecutive to the earlier term(s) of service.

4.9 Elections. Elections for Voting Council Members shall be held at the Annual Meeting of the Society held in odd-numbered years. The term of the President shall expire in 2005, 2007, 2009, etc. The terms of the Vice President and the first group of three (3) National Councillors shall expire in 2005, 2009, 2013, etc. The terms of the Secretary and the second group of three (3) National Councillors shall expire in 2007, 2011, 2015, etc.

4.10 National Council – Non-Voting Council Members. The Treasurer and Executive Director are Non-Voting Council Members.


(a) Treasurer. The National Council shall by majority vote of all Voting Council Members then in office appoint a Treasurer to serve at the pleasure of the National Council. The Treasurer shall have general supervision over the management of the funds of the Society; keep, or cause to be kept, full and accurate records and accounts of receipts and disbursements in books belonging to the Society; and deposit, or cause to be deposited, all monies and other valuable effects in the name of and to the credit of the Society. Prior to the close of the fiscal year of the Society, the Treasurer shall prepare, or cause to be prepared, a budget for the next fiscal year for presentation to the National Council for its approval. An annual budget and an annual Treasurer’s report shall appear no less frequently than once a year in the journal of the Society. The Treasurer shall perform such other duties as designated by the National Council. The Treasurer is a National Officer of the Society.
(b) Executive Director. The Society shall employ an Executive Director to assist the National Council in managing the operation of the Society. The Executive Director shall report to the National Council and be subject to its supervision and direction. The Executive Director shall be (except as otherwise provided in these bylaws or as determined by the National Council) ex officio a member of all special and standing committees and governing boards of the Society. The Executive Director is ineligible to hold or be appointed to elected office in the Society.
(c) Other Non-Voting Council Members. From time to time the National Council may designate individuals other than the Treasurer and Executive Director to be Non-Voting Council Members to serve at the pleasure of the National Council.
4.11 Auditors. The National Council shall appoint two (2) or more individuals to audit the financial records of the Society as soon as practicable after the close of the Society’s financial records for each fiscal year. The auditors shall determine whether the financial records of the Society give, in all material respects, a true and fair view of the financial situation of the Society as of the fiscal year under review and were properly prepared in accordance with relevant standards. The auditors may be the Society’s regular accountants and need not be members of the Society.

4.12 Regular Meetings. The National Council shall hold three (3) regular meetings per year. One (1) regular meeting of the National Council shall be held immediately prior to, or in connection with, the regular annual convention of the Society. The other regular meetings of the National Council shall be held at a time and a place determined by the National Council.

4.13 Special Meetings. The National Council may hold a special meeting if called by the President or five (5) Voting Council Members. A special meeting shall be held at a time and a place determined by the President or the five (5) Voting Council Members, as the case may be.

4.14 Notice of Meetings.

(a) The Secretary shall give Council Members written notice of the date, time, and place of each regular and special meeting of the National Council. Such notice shall be given as provided in Section no less than sixty (60) days before the date of a regular meeting and no less than fourteen (14) days before the date of a special meeting.
(b) Notice of the regular meetings need not state the purpose or purposes for which the meeting is called. Notice of a special meeting must state the purpose or purposes for which the meeting is called.
(c) A draft agenda of matters to be considered at a regular meeting of the National Council shall be distributed by the Secretary to all Council Members no less than fourteen (14) days before the date of such meeting. An agenda of matters to be considered at a special meeting of the National Council shall be distributed by the Secretary to all Council Members no less than seven (7) days before the date of such meeting.
(d) If a regular or special meeting is adjourned, recessed, or continued to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment.
4.15 Notice.

(a) Notice must be in writing.
(b) Notice may be communicated (i) in person; (ii) by telegraph, teletype, or other form of wire or wireless communication; (iii) by electronic transmission ("e-mail"); (iv) by facsimile transmission; (v) by United States mail; or (vi) by private courier or delivery service.
(c) Written notice, if in a comprehensible form, becomes effective at the earliest of the following:
(1) When received;
(2) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed; or
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.


4.16 Waiver.

(a) A Council Member may waive any notice required by these bylaws before or after the date and time stated in the notice, and such waiver is equivalent to the giving of such notice. Except as provided in Section , the waiver must be in writing, signed by the Council Member entitled to the notice, and filed with the minutes or records of the Society.
(b) A Council Member’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Council Member at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and, if a Voting Council Member, does not thereafter vote for or assent to action taken at the meeting.
4.17 Telephone Meetings. One or more Council Members or other persons may participate in a regular or special meeting of the National Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

4.18 No E-Mail Meetings. Council Members may communicate by electronic transmission ("e-mail") but such communications do not constitute a meeting of the National Council. Voting Council Members may give written consent to an action of the National Council (Section ) by electronic transmission.

4.19 Meetings Public. Meetings of the National Council are public and members of the Society and other interested individuals are invited to attend National Council meetings as observers. Unless recognized by the President or other presiding officer at a meeting (which recognition is at the discretion of the President or other presiding officer), observers have no right to be heard at a meeting of the National Council.

4.20 Executive Session. Notwithstanding Section , the National Council may from time to time choose to meet in executive session to discuss sensitive matters such as (without limitation) litigation, personnel matters, or complaints against a member of the Society or the National Council. To "meet in executive session" means that only Voting and Non-Voting Council Members are permitted to be present to participate in the discussion and the action taken, if any; provided, however, that if a matter to be discussed in executive session concerns a Council Member, that Council Member may be excused from that portion of the executive session.

4.21 Action by Unanimous Written Consent. Action required or permitted by these bylaws to be taken at a meeting of the National Council may be taken without a meeting if the action is taken by all Voting Council Members then in office. The action shall be evidenced by one or more written consents stating the action taken, signed by each Voting Council Member either before or after the action taken (including a signature by electronic transmission), and included in the minutes or filed with the records of the National Council reflecting the action taken.

4.22 Quorum and Voting.

(a) A quorum of the National Council consists of five (5) or more Voting Council Members.
(b) The act of the National Council requires (1) that a quorum be present when a vote is taken and (2) the affirmative vote of a majority of the Voting Council Members present, except (A) that actions under Sections (appointment of Treasurer), (vacancy in National Council), (declared vacancy), (appointment of Endowment Fund advisors), and (approval of governing board members), require a majority vote of all Voting Council Members then in office and (B) that actions under Section (amendment of bylaws) and Section (amendment of bylaws) require an affirmative vote of seven (7) Voting Council Members.
(c) If these bylaws require the majority vote of all Voting Council Members then in office and the Voting Council Members then in office constitute fewer than a quorum of the National Council, the affirmative vote of a majority of the Voting Council Members remaining in office is sufficient.
(d) A Voting Council Member who is present at a meeting of the National Council or a committee of the National Council when action is taken is deemed to have assented to the action taken unless: (1) the Voting Council Member objects at the beginning of the meeting, or promptly upon the Voting Council Member’s arrival, to holding it or transacting specified business at the meeting; or (2) the Voting Council Member votes against, or abstains from, the action taken.
4.23 Vacancies. If a vacancy occurs among Voting Council Members other than the President, the National Council by majority vote of all Voting Council Members then in office may fill the vacancy. A vacancy in the office of President shall be filled by the Vice President, in which case the Vice President shall fill the remaining term of the President and the vacancy in the office of Vice President shall be filled as set forth in the first sentence of this Section .

4.24 Declared Vacancy. The National Council by majority vote of all Voting Council Members then in office may declare vacant the office of a Voting Council Member if such individual (a) is declared of unsound mind by an order of court, (b) is convicted of a felony, (c) does not accept his or her office either in writing or by attending a meeting of the National Council, (d) is incapable of fulfilling his or her office, (e) is chronically absent from meetings of the National Council (defined as absent without good cause two (2) of any three (3) consecutive meetings), (f) refuses or fails to fulfill the minimum standard of his or her duties as a Voting Council Member, (g) has committed fraudulent or dishonest acts, (h) has committed gross abuse of authority or discretion with reference to the Society, or (i) is no longer a member in good standing of the Society.

4.25 Resignation. A Voting or Non-Voting Council Member may resign at any time by delivering written notice to the President or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

4.26 Standard of Care.

(a) A Council Member stands in a fiduciary relation to the Society and shall perform his or her duties as a Council Member, including his or her duties as a member of any committee of the National Council upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the Society and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances.
(b) In performing his or her duties, a Council Member is entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more other Council Members or employees of the Society whom he or she reasonably believes to be reliable and competent in the matters presented.
(2) Legal counsel, public accountants, or other persons as to matters which he or she reasonably believes to be within the professional or expert competence of such person.
(3) A committee of the National Council upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee he or she reasonably believes to merit confidence.

(c) A Council Member shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

4.27 No Personal Liability of Council Members; Indemnification.

(a) Except as otherwise provided in these bylaws, a Council Member shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Society and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A Council Member who so performs his or her duties shall not be liable by reason of having been a Council Member.
(b) A Council Member shall not be personally liable as a Council Member for monetary damages for any action taken unless:
(1) He or she has breached or failed to perform the duties of his or her office or position under these bylaws; and
(2) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

(c) The personal liability of Council Members and other employees and agents of the Society shall be limited to the fullest extent permitted by law.

4.28 Conflict of Interest Transactions.

(a) No contract or transaction between the Society and one or more Council Members or between the Society and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are Council Members, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Council Member is present at or participates in the meeting of the National Council which authorizes the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if:
(1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the National Council and the National Council in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Council Members even though the disinterested Council Members are less than a quorum (but subject to Section ); or
(2) The contract or transaction is fair as to the Society as of the time it is authorized, approved, or ratified by the National Council.

(b) A contract or transaction may not be authorized, approved, or ratified under this Section by a single Council Member.
Interested Council Members may be counted in determining the presence of a quorum at a meeting of the National Council which authorizes a contract or transaction specified in Section.
(c) A Council Member is not interested in a matter solely because he or she is a member of a governing board.

5. COMMITTEES AND GOVERNING BOARDS.

5.1 General. The National Council may create one or more committees (Section ). These bylaws also establish a Nominating Committee (Section ) and three (3) governing boards (Sections to ), each of which has those powers granted to it. Committees (whether called a committee or otherwise), except the Nominating Committee, are committees of the National Council and subject to the National Council. Governing boards (whether called an advisory board, a governing board, or otherwise) exercise authority expressly conferred by Pennsylvania Nonprofit Corporation Law and these bylaws with powers which, if not vested in the governing boards, would be required to be exercised by the National Council. Each of the three (3) governing boards herein defined, namely the Endowment Fund Advisory Board (Section ), American Organ Archives Governing Board (Section ), and the Publications Governing Board (Section ), is an "other body" as that term is defined in section 5103 of Pennsylvania Nonprofit Corporation Law.
5.2 Ex Officio Defined. Ex officio membership on a committee or governing board means that the individual so designated is a non-voting member of such committee or governing board. An ex officio member of a committee or governing board is entitled to receive notice of meetings and participate in meetings, but has no vote.

5.3 Committees.


(a) The National Council may create one or more committees and appoint individuals to serve as members of each committee. A committee may be a standing committee of unlimited duration (until terminated by the National Council) or an ad hoc or special committee of limited duration. A committee will perform those tasks and have the responsibilities delegated to it by the National Council. A committee will normally have at least three (3) members, (i) all of which will be Voting Council Members or (ii) at least one of which should be a Voting Council Member and the others will normally be members of the Society. The members of each committee serve at the pleasure of the National Council. The action of a committee is subject to reversal or rescission by the National Council.
(b) The creation of a committee requires the approval of the National Council. The appointment of committee members will normally be approved by the National Council, although the National Council may delegate the appointment of committee members to the chair of that committee or to one or more Council Members. The President may appoint committee members pro tem until their approval by the National Council.
(c) The provisions of these bylaws which govern meetings, action without meetings, notice and waiver of notice, and voting requirements of the National Council, apply to committees and their members as well. A majority of the members of a committee shall be necessary to constitute a quorum of that committee for the transaction of business. A committee may establish its own operating procedures not inconsistent with these bylaws, subject to the approval of the National Council.
(d) The provisions of Pennsylvania Nonprofit Corporate Law and these bylaws relating to fiduciary duty (Section ), indemnification (Section ) and conflict of interest (Section ) and of other provisions of law applicable to the National Council and to Council Members individually shall be applicable also to the committees and their members individually.
(e) Each committee may exercise the authority of the National Council (if such authority has been so delegated by the National Council), except that a committee may not:
(1) Fill vacancies on the National Council or on any of its committees;
(2) Set the compensation of the Society’s employees, staff, agents, or consultants;
(3) Amend these bylaws;
(4) Take action on matters committed by these bylaws or a resolution of the National Council to another committee or a governing board; or
(5) Vote to dissolve the Society or dispose of its assets.

5.4 Nominating Committee.

(a) The Nominating Committee shall nominate candidates for National Officers and National Councillors. The Nominating Committee may also suggest individuals for committee positions to the National Council.
(b) The Nominating Committee shall have five (5) members, all of whom shall be Voting Members of the Society. No Council Member is eligible for membership on the Nominating Committee concurrent with his or her term on the National Council, nor is any individual employed by the Society, acting as an independent contractor to the Society, or having a non-trivial financial relationship to the Society eligible for membership on the Nominating Committee. Persons nominated for election to the Nominating Committee must affirm their willingness to serve if elected. The term of office shall be two (2) years. A member of the Nominating Committee may not serve consecutive terms, but there is no limit to the number of non-consecutive terms a member of the Nominating Committee may serve. There shall be no ex officio members of the Nominating Committee.
(c) Members of the Nominating Committee shall be nominated and elected by Voting Members in odd-numbered years at the Annual Meeting of the Society following the announcement of the results of the election of National Officers and National Councillors. Voting for members of the Nominating Committee shall be by written ballot among the Voting Members with each Voting Member able to vote for five (5) candidates for the Nominating Committee. A candidate for member of the Nominating Committee need not be present at the Annual Meeting to be nominated or elected. The five (5) candidates receiving the highest number of votes shall be designated as members of the Nominating Committee. The candidate who receives the highest number of votes shall be designated the Chair of the Nominating Committee.
(d) The Nominating Committee will prepare a slate consisting of a minimum of two (2) candidates for each elective position being vacated on the National Council; provided, however, that the Nominating Committee for good cause and in exceptional circumstances may nominate only one (1) candidate for an elective position. This slate is to be presented at the Annual Meeting of the Society held in even-numbered years.
(e) The provisions of Section and Section of these bylaws do not apply to the Nominating Committee.

5.5 Endowment Fund Advisory Board.

(a) Purposes, Governance and Powers.

(1) The primary purposes of the Endowment Fund are:
(A) To preserve the principal of all donations to the Endowment Fund;
(B) To foster long-term growth of principal utilizing fiscally sound and reasonably prudent investment vehicles; and
(C) To provide income for the general use of the Society.

(2) The governance of the Endowment Fund is vested in the Endowment Fund Advisory Board ("Advisory Board"), which shall have full power to conduct, manage, and direct the business and affairs of the Endowment Fund as herein defined.

(b) Organization, Qualification and Selection.
(1) The Advisory Board shall consist of the Councillor for Finance and Development (or the then-current National Councillor who holds a similar position) who will serve as Chairman of the Advisory Board, the Treasurer, and three Advisors. The Councillor for Finance and Development and the Treasurer shall be members of the Advisory Board ex officio but shall not be eligible to vote. The National Council shall appoint as Advisors individuals with the necessary investment experience or training to carry out their duties as Advisors. The Advisors shall be appointed by majority vote of all Voting Council Members then in office and each shall serve until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal. Any Advisor may be removed from office by a majority vote of the National Council. Each Advisor shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, the National Council shall appoint new Advisors. There shall be no limitation on the successive terms of an Advisor.
(2) An Advisor shall not own stock shares of any business, nor hold a position as an officer, director, trustee, partner, employee, or the like, nor hold any position of management, of any bank, brokerage house, trust company, or other depository institution in which Endowment Fund assets are invested; provided, however, that an Advisor shall not be prohibited from owning securities of any class of any publicly traded entity, if such securities represent less than two percent (2%) of the outstanding amount of such class of securities. Not less than two (2) Advisors shall be members of the Society. Advisors may neither be members of the National Council nor members of the Governing Board of American Organ Archives of the Organ Historical Society.
(3) Each new Advisor shall be appointed by majority vote of the National Council at the scheduled meeting of the National Council immediately prior to the close of an Advisor’s term. The term of office of an Advisor shall begin on the first working day of the fiscal year of the Society. Each Advisor shall hold office for six (6) years.

(c) Investment Discretion of Advisory Board.


(1) If not already established, the Advisory Board shall cause an account or accounts to be opened for the deposit of Endowment Fund assets. National Council shall provide such Corporate Resolutions as are necessary to establish such accounts. The Advisory Board is charged first and foremost with the preservation of principal, and shall utilize sound financial discretion in allocating such principal to investments. The Treasurer shall execute the transactions of the Advisory Board upon receipt of (i) a resolution of at least two voting members of the Advisory Board or (ii) written consent of all voting members of the Advisory Board. In keeping with its purposes, the Advisory Board shall have the sole discretion:
(A) To sell, exchange, assign, transfer and deliver to any person, at the Advisory Board’s discretion, all or any part of any stocks, bonds, notes, mortgages, interests in partnerships or other securities, and any and all personal property standing in the name of the Endowment Fund or belonging to the Endowment Fund, or over which the Endowment Fund may have any power or control;
(B) To make, execute and deliver on behalf of the Endowment Fund all necessary deeds, assignments or transfers;
(C) To vote Endowment Fund securities in person or by proxy;
(D) To transact all business in relation to any stocks, bonds, securities, or other property in the nature thereof; to deposit the same under agreements of deposit; to participate in any plan of lease, mortgage, merger, consolidation, exchange, reorganization, recapitalization, liquidation, receivership, or foreclosure with respect thereto; to exercise any rights to subscribe to new issues thereof; and generally to exercise all rights of management and ownership with respect thereto; and
(E) To invest in any form of property all funds and securities held or received for the Endowment Fund, keeping such cash reserves as, in the Advisory Board’s discretion, are necessary or desirable to meet conditions as they may exist from time to time. In the exercise of this power, the Advisory Board may invest in any variety of real and personal property as in the Advisory Board’s discretion appears to be prudent investments, and the Advisory Board shall not be liable to any person or to the Society for any error of judgment in the making or continuing of any investment.
(2) In no event shall the Advisory Board have the power to pledge the principal or income of the Endowment Fund as collateral for any loan.

(d) Definition of Principal and Income and Disposition of Annual Income.

(1) The term "principal" as used in this Article means any realty or personalty which has been so set aside by the Advisory Board that it and any substitutions for it are to remain in trust indefinitely, including, but not limited to, the initial contributions of donors to the Endowment Fund, plus additional contributions received from donors from time to time, plus any income reinvested as principal in any given year. The term "income" as used in this Article means the return derived from principal.
(2) The income generated by Endowment Fund assets shall be allocated by the Advisory Board annually as follows:
(A) Thirty percent (30%) shall be reinvested and added to principal;
(B) No more than ten percent (10%) may be used for the reasonable annual operating expenses of the Endowment Fund; and
(C) Sixty percent (60%) shall be remitted to the National Council for use at the discretion of the National Council.

(3) In the event that the reasonable annual operating expenses of the Endowment Fund exceed ten percent (10%) of the annual income in a given year, the Advisory Board may request assistance from the National Council in paying for its operating expenses. Any income not allocated in any given year shall be added to principal.


(e) Withdrawals of Principal. The affirmative vote of three-quarters of the Voting Members of the Society shall be required to authorize an expenditure of principal from the Endowment Fund. Such balloting may only be conducted by mailing ballots to the Voting Members of record at the time of the mailing. Ballots shall at a minimum indicate the amount of principal currently invested in the Endowment Fund, the amount of the expenditure to be voted upon, and the date by which ballots must be received. The ballots shall be mailed to the Voting Members no later than thirty days before the date by which the ballots must be received. The Voting Members shall then mail completed ballots to a person and place designated by the President.
(f) Reports of Operations. The Treasurer shall prepare and deliver a report of the holdings, asset allocation, income, and expenditures of the Endowment Fund to the National Council no less often than quarterly. The Advisory Board shall prepare, or cause to be prepared, an annual budget for presentation to the Treasurer.

5.6 American Organ Archives Governing Board.

(a) American Organ Archives. The American Organ Archives of the Organ Historical Society (the "American Organ Archives" or "Archives") were established in 1961 by the Society.
(b) Purpose. Consistent with one of the purposes of the Society, the purpose of the American Organ Archives is (1) to collect, preserve, catalog, and make available for study, (A) books, periodicals, and other publications pertaining to the organ, (B) printed material (including ephemera) pertaining to the organ, (C) manuscripts pertaining to the organ, and (D) other materials and artifacts pertaining to the organ (such as photographs, organbuilder’s tools, organ nameplates, etc.); (2) to encourage the use of the collection of the Archives for scholarly purposes; (3) to publish, sponsor, and encourage scholarly publications pertaining to the organ; and (4) to organize conferences and symposia pertaining to the organ.
(c) Collection. The published, printed, and manuscript materials forming the collection of the Archives are presently housed (1) in a separate space within Talbott Library at Westminster Choir College of Rider University in Princeton, New Jersey, and (2) in the Picker House, Enfield, New Hampshire.
(d) Archives Governing Board Powers. Subject to any limitation set forth in these bylaws and its operating procedures, the governing board of the Archives: (1) has all powers related to the Archives and the collection of the Archives, (2) manages the business and activities of the Archives, and (3) has exclusive responsibility for governing the Archives. To the extent the Archives undertakes any publications, it shall coordinate such activities with the Publications Governing Board. The governing board of the Archives shall have from five (5) to nine (9) voting members, the actual number of voting members to be set from time to time by the National Council.
(e) National Council Powers. As it relates to the Archives, the National Council has the power and authority to (1) establish the total amount of the budget for the Archives from the National Council (but the specifics of the budget fall within the discretion of the governing board of the Archives), (2) determine the actual number of voting members of the governing board of the Archives, (3) approve members of the governing board of the Archives, and (4) in consultation with the governing board of the Archives, to employ an Archivist and other personnel as are necessary to conduct the business of the Archives.

5.7 Publications Governing Board.
(a) General. The Society has an extensive series of publications, including (1) its journal, (2) its annual Organ Handbook published in connection with the annual convention of the Society, and (3) monographs on subjects related to the organ published under the imprint of the Society.
(b) Purpose. The purpose of the Publications Governing Board is to coordinate and manage all publication-related activities of the Society.
(c) Publications Governing Board Powers. Subject to any limitation set forth in these bylaws and its operating procedures, the Publications Governing Board: (1) has all powers related to publications of the Society, (2) manages the publications of the Society, and (3) has exclusive responsibility for the publications of the Society. The Publications Governing Board shall have from five (5) to nine (9) voting members, the actual number of voting members to be set from time to time by the National Council.
(d) National Council Powers. As it relates to the Publications Governing Board the National Council has the power and authority to (1) establish the total amount of the publications budget of the Society (but the specifics of the budget fall within the discretion of the Publications Governing Board), (2) determine the actual number of voting members of the Publications Governing Board, (3) approve members of the Publications Governing Board, and (4) in consultation with the Publications Governing Board, to employ a Director of Publications and other personnel as are necessary to conduct the business of the Society.

5.8 Governing Boards – Additional Provisions.
(a) Members of governing boards except the Endowment Fund Advisory Board are nominated by that governing board and approved by a majority vote of all Voting Council Members then in office when the action is taken.
(b) The provisions of these bylaws which govern meetings, action without meetings, notice and waiver of notice, and voting requirements of the National Council, apply to governing boards and their members as well. A majority of the members of a governing board shall be necessary to constitute a quorum of that governing board for the transaction of business. A governing board may establish its own operating procedures not inconsistent with these bylaws, subject to the approval of the National Council.
(c) The provisions of Pennsylvania Nonprofit Corporate Law and these bylaws relating to fiduciary duty (Section ), indemnification (Section ) and conflict of interest (Section ) and of other provisions of law applicable to the National Council and to Council Members individually shall be applicable also to the governing boards and their members individually.

6. MEETINGS OF THE SOCIETY.

6.1 Annual Meeting. The Society shall hold an Annual Meeting open to all Voting Members to conduct such business as may be properly brought before the Voting Members. Non-Voting Members and other individuals who are not Voting Members may attend the Annual Meeting of the Society. The Annual Meeting will normally be scheduled in conjunction with the National Convention of the Society but shall in no case be held later than 1 October of that calendar year. Notice of the Annual Meeting to Voting Members shall be made in writing at least thirty (30) days prior to the meeting date.
6.2 Agenda. The agenda of the Annual Meeting may include reports from National Officers, National Councillors, and members of committees and governing boards on the work and financial condition of the Society. In even-numbered years, the report of the Nominating Committee shall also be given. In odd-numbered years, the election and installation of National Officers and National Councillors shall also take place. Additional items for inclusion on the agenda of the Annual Meeting may be submitted by Voting Members of the Society, in writing, to the National Council for consideration and approval at its meeting prior to the Annual Meeting.

6.3 Authority of Members. The authority of Voting Members of the Society is limited to (a) submitting items to the National Council for consideration on the agenda of the Annual Meeting (Section ), (b) the nomination of National Officers and National Councillors by petition (Section ), (c) the election of National Officers and National Councillors (Section ), (d) nominating and electing members of the Nominating Committee (Section ), and (e) the approval of amendments to these bylaws (Section ). Any other action or resolution of the Voting Members of the Society at an Annual Meeting is advisory only and not binding on the National Council.

6.4 Quorum. At all meetings of the Society the presence of not fewer than seventy-five (75) Voting Members shall be necessary and sufficient to constitute a quorum for the transaction of any business.

6.5 Robert’s Rules of Order. Subject to Section and Section , all meetings of members of the Society shall be conducted in accordance with Robert’s Rules of Order Newly Revised, current edition.

7. CHAPTERS. A chapter of the Society is a group of persons who support the Society and share an interest in organs of a particular geographic area, organs by a particular organbuilder, or organs sharing distinguishing characteristics. The National Council may organize and disband chapters and establish procedures governing the organization, operation, and disbandment of chapters.

8. NOMINATIONS AND ELECTIONS.


8.1 Nominations for National Officers and National Councillors. The Nominating Committee shall present its slate of candidates for National Officers and National Councillors to the Voting Members at the Annual Meeting of the Society in even-numbered years. This slate will be published within fourteen (14) days of its announcement at the Annual Meeting of the Society and, in any case, in the next available issue of the journal of the Society. Additional nominations for National Officers and National Councillors may be made by petitions signed by at least seventy-five (75) Voting Members. Such petitions must be postmarked no later than ninety (90) days after the publication of the slate to the Voting Members of the Society. The official slate, consisting of the slate proposed by the Nominating Committee, together with any nominations by the petition of Voting Members, will be mailed with the ballot.
8.2 National Elections. Elections shall be by direct ballot, whether cast by mail or in person. Ballots shall be mailed no later than forty-five (45) days prior to the Annual Meeting in odd-numbered years to Voting Members of record at the time of the mailing. Voting Members will receive instructions to mail completed ballots to a designated person at the site of the Annual Meeting. In lieu of sending a completed ballot to the designated person at the site of the Annual Meeting, Voting Members may also cast their vote directly at the Annual Meeting. Ballots will be distributed in no other manner and will not be available at the Annual Meeting. Ballots received after the Annual Meeting of the Society will be invalid. Tellers, appointed by the President, will rank the candidates for each office in order according to the votes received. The number of votes cast for each candidate shall be published with the results of that election. Ballots shall be retained until the next national election of the Society. A plurality of votes cast shall be sufficient for election to an office.

9. DISSOLUTION. Upon the dissolution or winding up of the Society, all remaining assets and property of the Society, if any, shall, after necessary expenses thereof, if any, be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, and has a purpose compatible with the purpose of the Society.

10. AMENDMENT.

10.1 Amendment by National Council. Except as provided in Section , these bylaws may be amended by an affirmative vote of seven (7) Voting Council Members.
10.2 Amendment by National Council and Society Members. Sections (Voting Members), (National Council), (National Council – Voting Council Members), (National Officers), (National Councillors), (Terms of Office), (Elections), (National Council – Non-Voting Council Members), (Quorum and Voting), (Committees and Governing Boards), (Annual Meeting), (Authority of Members), (Quorum), (Nominations for National Officers and National Councillors), (Amendment of Bylaws) of these bylaws may be amended only by an affirmative vote of seven (7) Voting Council Members and approval by the Voting Members of the Society. Approval of amendments to the bylaws by the Voting Members of the Society shall be by direct ballot following the procedures described in Section and need not take place with a regular election of the Society.


11. MISCELLANEOUS.


11.1 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules and construction, and definitions contained in the Pennsylvania Nonprofit Corporation Law govern the construction of these bylaws. Without limiting the generality of the foregoing, the singular number includes the plural and the plural number includes the singular.
11.2 Contracts. The National Council may authorize the President, Vice President, Secretary, Treasurer, Archivist, one or more National Councillors, the Executive Director, or any one or more of them, or an agent or agents, or an employee or employees, to enter into any contract or execute any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances; and unless so authorized by the National Council, no officer, agent, or employee has any power or authority to bind the Society by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

11.3 Fiscal Year. The fiscal year of the Society is from October 1 to September 30 of the following year.

11.4 Dedication of Society. The Society is irrevocably dedicated to charitable purposes. No part of the income of the Society shall inure to the benefit of any Council Member, any member of the Society, or any individual, and no individual is entitled to share in the distribution of any assets of the Society on dissolution of the Society.

11.5 Tax Requirements. The National Council shall knowingly take no action which may jeopardize the tax-exempt status of the Society.

11.6 Transitional Provision. National Officers, National Councillors, and all members of committees and governing boards in office immediately prior to the adoption of these bylaws shall remain in the same office for the same term upon adoption of these bylaws. If one or more of the aforementioned individuals are ineligible to serve in an office or on a committee or governing board by virtue of differences between the prior by-laws and these bylaws, such individual(s) may continue to serve until the next election or the next appointment of committee or governing board members.

11.7 Effect. These bylaws shall take effect upon approval by the National Council and by the membership of the Society.



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