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Bylaws

of the Wisconsin Alliance for Composers

ARTICLE ONE: Identification

Section 1.01. Name.
The name of the Corporation shall be The Wisconsin Alliance for Composers, Inc.

Section 1.02. Registered Office and Registered Agent.
The address of the Registered Office of the Corporation is 2211 South 22nd Street, La Crosse, WI 54601, and the name of the Registered Agent at this address is Christopher Frye.

Section 1.03. Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in the same year.

ARTICLE TWO: Membership

Section 2.01. Classes and Qualifications.
  • Full: Any composer currently or previously residing in the State of Wisconsin may be a Full member of the Corporation.

  • Student: Any person receiving public or private instruction in music composition up to and including the college undergraduate level may be a Student member of the Corporation if said person is a legal resident of the State of Wisconsin or is studying in Wisconsin though not a legal resident of Wisconsin.

  • Associate: Any music performer, performing organization, or any other interested individual or organization within or without the State of Wisconsin desiring membership may be an Associate member of the Corporation.

  • Institutional: Any publicly or privately supported institution within or without the State of Wisconsin desiring membership may be an Institutional member of the Corporation.

The Board of Directors or the membership may determine that an annual dues payment shall be made to the Corporation by its members as an additional qualification for any class of membership.

ARTICLE THREE: Meetings of Members

Section 3.01. Place of Meetings.
Meetings of the Members of the Corporation may be held at any suitable location within the State of Wisconsin as selected by the Board of Directors.

Section 3.02. Annual Meeting.
The annual meeting of the members shall be held at a place, day and time selected by the Board of Directors.

Section 3.03. Special Meetings.
Special meetings of the members may be called by the President, the Board of Directors, or by members having one-tenth (1/10) or more of the votes entitled to be cast at such a meeting.

Section 3.04. Agenda.
The agenda of items for consideration at a meeting of the members shall be set in advance by a resolution of the Board of Directors or by the Officer or persons calling the meeting.

Section 3.05. Notice of Meetings.
A written notice stating the place, the day and the time of the meeting and the agenda of items for consideration at the meeting shall be delivered to all members not less than 10 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or of the members calling the meeting. If mailed, such notice shall be deemed to have been 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 3.06. Members Entitled to Vote.
Full members and members of any classification of membership currently serving on the Board of Directors or as Officers of the Corporation may vote at meetings of the members.

Section 3.07. Quorum.
Members holding one-twentieth (1/20) of the votes entitled to be cast, and present in person, shall constitute a quorum at a meeting of the members. A majority of the votes entitled to be cast by the members present in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.

Section 3.08. Voting.
A member may only vote in person and no proxy votes shall be valid, provided only that should a quorum not be present at a meeting of the members at which an election of Officers or Directors is to be held voting by mail in an election by mail as provided for in these Bylaws shall be valid.

Section 3.09. Election by Mail.
Should a quorum not be present at a meeting of the members at which an election of Officers or Directors is to be held an election by mail, according to procedures established by the Board of Directors, shall be held as soon as practicable thereafter.

ARTICLE FOUR: Board of Directors

Section 4.01. Number.
The business and affairs of the Corporation shall be managed by a Board of 9 Directors. The number of Directors may be increased or decreased to not fewer than 3 from time to time by amendment of this section, but no decrease shall have the effect of shortening the term of any incumbent Director.

Section 4.02. Election and Qualifications.
Members of the initial Board of Directors shall hold office until the first annual meeting of the members and until their successors shall have been elected and assumed office. At the first annual meeting of the members, the members shall elect 3 Directors to hold office for 1 year, 3 Directors to hold office for 2 years, and 3 Directors to hold office for 3 years. At each annual meeting thereafter members shall elect 3 Directors to hold office for a term of 3 years. Directors must be Full members of the Corporation except that one Director from each of the three preceding groups of three Directors may be an Associate member of the Corporation.

Section 4.03. Vacancies.
Any vacancy occurring in the Board of Directors may be filled until the next annual election of Directors by the vote of a majority of the remaining Directors, even though less than a quorum of the Board of Directors. At the next annual election of Directors a Director shall be elected for the unexpired term of any vacated seat on the Board of Directors.

Section 4.04. Place of Meetings.
Meetings of the Board of Directors other than at the annual membership meeting may be held at any suitable location within the State of Wisconsin, as determined by the Board of Directors or the Officer or Directors calling the meeting.

Section 4.05. Annual Meeting.
Immediately after the annual meeting of the members, at the same location, the Board of Directors shall meet each year for the purposes of organization and consideration of any other business of the Corporation. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary.

Section 4.06. Other Meetings.
Regular meetings of the Board of Directors, as set by resolution of the Board of Directors, may be held without notice. Special meetings of the Board of Directors may be called by the President or by one-third (1/3) of the number of Directors fixed by these Bylaws. Ten days notice of a special meeting, either by mail or in person must be given to all Directors unless waived by each of them in writing.

Section 4.07. Quorum and Voting.
A majority of the number of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act of at least two-thirds (2/3) of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.08. Committees.
The Board of Directors may, by resolution, designate one or more committees pursuant to Section 181.23 of the Wisconsin Statutes.

ARTICLE FIVE: Officers of the Corporation

Section 5.01. Officers.
The Officers of the Corporation shall consist of a President, a Vice-President, and a Secretary/Treasurer. Each Officer shall be elected by and from the Board of Directors at the meeting of the Board of Directors immediately following the designated annual meeting of the membership and shall hold office until the next annual membership meeting.

Section 5.02. Vacancies.
Any vacancy in any Office shall be filled by election of the Board of Directors from among its members and the Officer so elected shall hold office until the next election of Officers.

Section 5.03. Authority.
Each of the Officers shall have the duties and authority vested in the respective Office by resolution of the Board of Directors, except that any authority vested in an Office by Bylaw shall take precedence over a resolution of the Board of Directors.

ARTICLE SIX: Amendments

Section 6.01. Amendments.
The initial Bylaws of the Corporation shall be adopted by the initial Board of Directors. Thereafter, Bylaws or amendments thereto may be adopted either by the members or the Board of Directors, but no Bylaw or amendment thereto adopted by the members shall be amended or repealed by the Board of Directors unless the Bylaws adopted by the members shall have conferred such authority upon the Board of Directors. Any Bylaw or amendment to the Bylaws adopted by the Board of Directors shall be subject to amendment or repeal by the members as well as by the Board of Directors.

Amendments to date

To: Section 4.01. Number.
The number of members of the Board of Directors shall be increased to 11, with the 5 new members elected at the April 15, 1989 membership meeting to serve terms of 3 years each. [Adopted by the membership at the annual meeting, April 15, 1989]

To: Section 5.01. Officers.
The Officers of the Corporation shall consist of a President, a Vice-President, a Treasurer/Membership Secretary, and a Secretary. [Adopted by the Board of Directors, April 15, 1989]

To: Section 4.02. Election and Qualification.
The President may appoint a Student member of the Corporation to serve as an Ex-Officio voting member of the Board of Directors for a one to a three year term. [Adopted by the Board of Directors, April 15, 1989]

To: Repeal of Amendment to Section 4.01. Number.
The number of members of the Board of Directors shall be decreased from 11 to its original size of 9. [Adopted by the membership at the annual general meeting May 4, 1992]


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Last updated 18 August 1997. Contact information.