[Discussion draft--12/26/95 - Adopted 1/15/96]

Section 1.2 - Purposes. As more fully stated in its Amended and Restated Articles of Association, the Consortium is organized to stimulate, promote, develop and sustain public appreciation of the composing art and the work of promising Vermont composers, to encourage noncommercial music composition, to assist eomposers to achieve the highest possible standards of artistic excellence, to provide a vehicle for the exchange of ideas and developments related to composing, and to bring the musical performance arts to areas within the state that are not adequately served in this respect.

Section 1.3 - Limitations. No part of the net earnings or assets of the Consortium may be distributed to or used for the benefit of its members or other private persons except that the Consortium may pay reasonable compensation for services rendered and may make distributions in furtherance of its purposes. The Consortium shall not engage in any impermissible types or amounts of political activities, including carrying on of political propaganda as a substantial part of its activities or any participation in the political campaign of a candidate for public office.

Section 1.4 - Nondiscrimination. The Consortium shall not discriminate against any person on account of race, national origin, age, sex, religion, sexual preference or other arbitrary basis.

Section 1.5 - Fiscal year. The fiscal year of the Consortium shall begin on the first day of September in each year and end on the last day of August in the succeeding year.

Section 2.2 - Rights. Each member shall have the right to participate in decision making at meetings of members, to serve as a trustee and otherwise to participate in the governance of the Consortium as described in these by-laws. Members shall have the right to receive a copy of these by-laws. Members shall be provided access to the books and records of the Consortium for any proper purpose and at all reasonable times, subject to approval by the Board of Trustees in case of doubtful propriety.

Section 2.3 - Settlement of disputes. In any dispute between the Consortium and any of its members or former members regarding normal membership transactions which cannot be resolved through informal negotiation, it shall be the policy of the Consortium to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Section 2.4 - Termination. Membership may be terminated in any of the following ways: (i) voluntarily by a member upon notice to the Consortium: (ii) automatically upon delinquency in payment of membership dues or fees to an extent determined by the Board: and (iii) for cause by the Board of Trustees after the member is accorded the opportunity of a fair hearing, provided that such person is accorded a right of appeal to the next scheduled meeting of members.

Section 3.2 - Special meetings. Special meetings of members may be called by the Board of Trustees or by the President. Special meetings shall be called upon petition of not less than ten percent of members, provided that such petition states the specific business to be brought before the meeting.

Section 3.3 - Notice. Notice of the time and place of any meeting of members, together with a statement of the purposes of the meeting in the case of a special meeting, shall be delivered to each member not less than ten days nor more than sixty days prior to the date of the meeting.

Section 3.4 - Quorum. The presence in person of ten members or ten percent of all members, whichever is lesser, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of members.

Section 3.5 - Voting. Each member shall have one vote in all matters submitted to a vote of members. Proxy voting shall not be permitted. Decisions shall be made by plurality vote in the case of election of trustees and by maJority vote of members voting as to other issues unless a higher percentage is required by law or by these by-laws. Meetings shall be conducted in accordance generally with the most recent edition of Robert's Rules of Order.

Section 3.6 - Balloting by mail. The Board may authorize balloting by mail. Such ballots may be used in conjunction with, in addition to or in lieu of a meeting. If balloting by mail is used in addition to or in lieu of a meeting, all references in these bylaws to a meeting of members shall be read as including balloting by mail and such balloting shall comply with all requirements of law and of these bylaws.

Section 3.7 - Issues submitted by members. Notices of a meeting of members shall include any issues submitted by petition of not less than five members. Petitions must be received by the Association not less than seventy-five days before the date of the meeting.

Section 4.2 - Number and qualification. The Board shall consist of not fewer than five and not more than twelve trustees. To be qualified as a trustee, a person shall be a member of the Consortium and shall not have any overriding conflicts of interest.

Section 4.3 - Nomination and election. Candidates for trustee positions may be nominated by the Board or a committee designated by the Board, by petition of not less than than three members or from the floor at a meeting of members. Trustees shall be elected by members at the annual meeting or at a special meeting in lieu thereof to serve for terms of one year or until eleetion of their successors.

Section 4.4 - Standards of conduct. Trustees shall be responsible at all times for discharging their duties in good faith, in a manner which they reasonably believe to be in the best interests of the Consortium and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4.5 - Conflicts of interest. Trustees shall be under an affirmative obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. Persons having such an interest shall absent themselves from discussion and decision of the matter unless otherwise determined by the Board.

Section 4.6 - Compensation. Trustees shall receive no compensation for their services as trustees. Trustees may, as determined by the Board, be reimbursed for any expenses reasonably and necessarily incurred by them on behalf of the Consortium or in connection with the performance of their duties.

Section 4.7 - Committees. The Board of Trustees may designate one or more committees to have such powers and to perform such duties as is determined by the 8oard. No committee shall have or may exercise powers of the Board unless it is composed only of trustees and such powers are specifically described and strictly limited in scope and duration.

Section 4.8 - Termination. The term of office of a trustee may be terminated prior to its expiration in any of the following ways: (i) voluntarily by a trustee upon notice to the Consortium, (ii) automatically whenever such person's membership is terminated; (iii) by action at a meeting of members whenever, in their opinion, the best interests of the Consortium would thereby be served, and (iv) for cause by the Board after the accused trustee is accorded the opportunity of a fair hearing.

Section 4.9 - Vacancies. Any vacancy among trustees occurring between annual meetings may be filled by the Board for the balance of the unexpired term.

Section 5.2 - Notice. Meetings called by resolution of the Board shall require no notice to trustees other than such resolution. For all other meetings of the Board actual notice, either written or oral, of the time and place of the meeting shall be provided to all trustees. Written notice shall be delivered not less than seven days before and oral notice not less than three days before the date of the meeting.

Section 5.3 - Quorum. The presence in person of a majority of all trustees shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 5.4 - Decision making. Decisions of the Board shall be made by majority vote of trustees present unless a higher percentage is required by law or by these by-laws. Meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order.

Section 5.5 Open meetings. Meetings of the Board and committees shalt be open to all members of the Consortium. Sessions of a meeting may be closed only as to issues of a particularly sensitive nature. Such closed session shall be for purposes of discussion only and no decisions shall be made in closed session.

Section 5.6 Action by consent. Any aetion required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent to the action is signed by all trustees and filed with the minutes of meetings. Action by consent shall not be used at a time or in a manner so as to exclude members from attendance at a meeting.

Section 6.2 - Election, term and removal. Officers shall be elected annually by the Board of Trustees from among its number. Terms of office shall be for one year or until their successors are elected. Officers may be removed and replaced at any time by the Board of Trustees whenever in its opinion the best interests of the Consortium would thereby be served.

Section 6.3 - Powers and duties. In addition to signing or attesting to formal documents on behalf of the Consortium as authorized by the Board, officers shall have the following powers and duties together with such other powers and duties as may be determined by the Board:

• (a) The President shall coordinate the activities of the board and facilitate all meetings;
• (b) The Vice President shall perform the duties of the President in his or her absence, and shall, as requested, assist other officers in the performance of their duties;
• (c) The Treasurer shall oversee control of receipts and disbursements, safeguarding the property of the Consortium, maintenance of financial records and the filing of required reports and returns; and
• (d) The Secretary shall be responsible for issuing notices of meetings, taking and keeping minutes of meetings, and engaging in correspondence at the direction of the Board.

Section 7.2 - Amendment. These by-laws may be amended or repealed only by action at a meeting of members, provided that the proposed amendments are stated or fully described in the notice of the meeting at which the amendments are to be adopted.