Constitution and By-Laws of the Scottish Harp Society of America

Amended 1989, 1993, 2000, 2004

ARTICLE I. THE ORGANIZATION

Section 1. The Name of the organization shall be the Scottish Harp Society of America, Inc.

Section 2. The Office of Record shall be in the State of Tennessee, where the Society shall be incorporated as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.

Section 3. The general aim and purposes of the Society shall be to cultivate, promote, foster, sponsor, and develop among its members and the general public the appreciation of the clarsach (Scottish harp) as a musical instrument, its music, and Scottish songs accompanied by the harp; and to improve the quality of performance by players of the Scottish harp.

Section 4. In the pursuit of its aims and purposes, the Society, its Chapters and members may:
a. Establish and promote competitions among harpers.
b. Award grants and scholarships to contest winners and other worthy applicants to be determined by judges of high repute.
c. Encourage and promote harp recitals and festivals.
d. Encourage composers and arrangers to write for the Scottish harp.
e. Establish close working relationships with the schools and music faculties to assist in making the Scottish harp a more recognized and used element in the instrumental and vocal departments.
f. Commend sponsors of harp presentations as encouragement towards further programming of the instrument.
g. Publish articles containing news of general interest to Scottish harp players in a printed organ, The Kilt & Harp, a subscription to which shall be a Society membership benefit.
h. Present honors and recognition for distinctive services in the cause of the Scottish harp to persons deemed worthy by the Society and present citations to Chapters for exceptional achievements.
i. Endorse the establishment and chartering of local Chapters throughout the United States and Canada.
j. Carry out other such activities as will further the aims and purposes of the Society.

ARTICLE II. MEMBERSHIP

Section 1. Membership in the Society shall be open to harpists/harpers and all other persons. SHSA does not discriminate against applicants for membership or participation in its programs on the basis of race, color, national or ethnic origin, sexual orientation, or gender identification.

Section 2. The Society shall consist of Regular, Life, and Youth Members. Members will be considered active who have paid dues or received an honorary Life Membership. Regular members shall pay full dues annually. Life Members shall pay a lump-sum life-time membership fee or may be appointed honorifically by the Board of Directors. A Regular Member's children 17 years of age or younger at the beginning of the annual membership period may be Youth Members at a nominal additional cost set by the Board of Directors. A Youth 17 or under whose parent or guardian is not a member may receive Youth Membership benefits and a subscription to the Kilt & Harp at one-half the dues of a Regular Member.

Section 3. A dues-paying Regular Member or any Life Member shall be entitled to attend national meetings of the Society, participate in SHSA-sponsored events and competitions, hold an office, hold a position on the Board of Directors, have full vote in Society affairs and those of the Chapter to which he or she belongs, and receive the Kilt & Harp. A Youth Member shall be entitled to only the following privileges of SHSA membership: entry in SHSA competitions, participation in other SHSA-sponsored events, and attendance at Society meetings. Voting privileges at any Society meeting may be extended to Youth Members aged fifteen or older by the presiding officer if the majority of voting members present concurs. Members shall be entitled to such other privileges as may be authorized by the Board of Directors.

Section 4. In order to vote or stand for office or a position on the Board in an annual election, membership must be established by August 31 of the election year.

Section 5. Written application for membership together with dues shall be forwarded to the Treasurer or the Chair of the Membership Committee.

Section 6. Membership of a member shall continue so long as his/her dues are paid. The term of annual membership shall be from the date of receipt of dues and renewed annually thereafter. New members may join the Society at any time during the year. Membership shall automatically terminate upon failure to pay annual dues by a time established by the Board of Directors.

Section 7. The Board of Directors at its discretion may establish additional classifications of membership.

ARTICLE III. BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of five active members. A sixth member will continue to serve to the end of 2004 and then will step down, either by self-selection or by drawing of lots, as overseen by the President or his/her designee. The term of office shall be four years starting on January 1 of an even-numbered year. The members of the Board shall serve terms that are staggered and overlapping by two years, with two members elected in one election and three in the next election alternately. For Board Members whose terms commenced in 2004, three will step down at the end of 2005, either by self-selection or by drawing of lots, as overseen by the President or his/her designee. No Member of the Board may serve for more than two consecutive terms, but may serve additional terms after a two year break in service.

Section 2. Members of the Board of Directors shall be elected by the members of the Society. Nominations for members of the Board of Directors shall be made by the Election Committee (defined in Article VI). Nominations shall be solicited from all members by announcement in the Kilt &Harp and on the SHSA website www.shsa.org. In order to be placed on the ballot, a candidate for a position on the Board must submit the following in writing or by email by October 15 to the Election Committee: a declaration of "Intent to Serve" in the office if elected and a biographical sketch/candidacy statement. Ballots shall be mailed first class or emailed to voting members according to their preferred method of receiving correspondence by November 15. In order to be counted, ballots must be returned to the designated Society Election Official by a receipt date of December 15. Ballots shall mailed, received, and tabulated according procedures established by the Election Committee.

Section 3. Vacancies on the Board may be filled by vote of the Board for unexpired terms. A Member of the Board who fills a vacancy for one-half term or more shall be considered to have served a full term.

Section 4. The Board of Directors shall be responsible for the determination of Society policy and shall have ultimate and final charge and management of the affairs, funds, and property of the Society. It shall be the duty of the Board to assure that the aims and purposes of the Society are accomplished. The Board shall furthermore set the amount and deadline for receipt of dues, receive and act upon reports of officers and of the Executive Committee, and review the annual budget, financial reports, and audits. The Board may carry out additional duties at its discretion to accomplish the aims and purposes of the Society, such as creating additional categories of membership and conferring honors to meritorious individuals or organizations. The Board shall submit at each Annual Meeting a general report on the affairs of the Society.

Section 5. Any Board Member may convene a meeting of the Board. Board meetings may be conducted in person, by email, or by conference call, but not by proxy. Any action taken by the Board may be taken without a meeting if three-fifths of the Members of the Board consent in writing to the adoption of a resolution authorizing the action. Records shall be maintained of such transactions and filed in a book of minutes of the Board.

Section 6. Three members of the Board shall be appointed by the President each January 10 to serve on the Executive Committee (as defined in Article V). One of these three Members shall be appointed to act as Parliamentarian (defined in Article VIII). Decisions on fiscal matters by the Executive Committee in which all three of the appointed Board Members concur shall require no further approval by the entire Board. However, any Executive Committee fiscal decision supported by two or fewer of its Board Members must be approved by a majority of the entire Board before it may be enacted.

Section 7. Each Board Member shall renew by mail or email his or her "Intent to Serve" statement in January of each subsequent year in the term of office. Failure to file this statement with the Secretary by January 10 shall be construed as a resignation from office and shall trigger the process for replacement of a vacancy. A Board Member who is unable or unwilling to complete a term of office may withdraw without prejudice by declining to file the statement or by written resignation.

Section 8. Board Members shall be expected to attend the general Annual Meeting of the membership or send a proxy. A Member of the Board shall serve gratuitously. Travel expenses essential for Society business that present a financial hardship for the Board Member may be considered for reimbursement on a case-by-case basis, if funds permit. All reimbursements other than for minor operational expenses must be pre-approved by the Executive Committee before they are incurred.

Section 9. The combined Board and officers by a 3/5 vote shall have the authority to remove from office any officer or Board Member who is unable to perform the duties of his/her office, or whose actions threaten the best interests of the Society.

ARTICLE IV. OFFICERS

Section 1. The voting Executive Officers of the Society shall be a President, a Vice-President, a Treasurer, and a Secretary. These officers shall serve for two-year terms starting on January 1 of odd-numbered years upon election the preceding December. A non-voting President-Elect shall serve a one-year term starting on January 1 of even-numbered years. One individual may concurrently hold the office of President-Elect and any one of the voting offices or positions on the Board of Directors during this one-year term. The President-Elect shall succeed to the office of President at the end of the even-numbered year. The President may succeed herself/himself for one term, if elected to the office of President-Elect in the second year of his or her first term. Officers other than the President may be re-elected to office without limitation.

Section 2. The President-Elect shall be elected by the members of the Society in odd-numbered years. The Vice-President, Treasurer, and Secretary shall be elected by the members of the Society in even-numbered years. Nominations shall be made by the Election Committee (defined in Article VI). Nominations shall also be solicited from the membership by announcements in the Kilt & Harp and on the SHSA website www.shsa.org. If possible, at least two candidates shall be nominated for each position. In order to be placed on the ballot, a candidate for office must submit the following in writing or by email by October 15 to the Election Committee: his or her declared intention to carry out the duties of the office if elected and a biographical sketch/candidacy statement. Ballots shall be mailed first class or emailed to voting members according to their preferred method of receiving correspondence by November 15. In order to be counted, ballots must be returned to the designated Society Election Official by a receipt date of December 15. Ballots shall mailed, received, and tabulated according procedures established by the Election Committee.

Section 3. The President shall: preside at all national meetings of the Society; chair the Executive Committee; together with the Treasurer or Secretary, sign all written contracts on behalf of the Society; and appoint or replace the chairpersons of committees with the concurrence of the Executive Committee. The President or his/her designee shall assign charges to the committees. The President shall bring to a vote of the Executive Committee all actions recommended by the committees and implement approved recommendations. Each January 1, the President shall appoint three members of the Board of Directors to serve on the Executive Committee and at the same time shall assign one of these three Board Members to serve as Parliamentarian for the purpose of deciding questions of procedure (defined in Article VIII). The President shall direct the Treasurer or another bonded officer acting as substitute treasurer to pay out funds from the Treasury for Society expenditures.

Section 4. The President-Elect shall: understudy the office of President for one year; serve as a non-voting member of the Executive Committee; and accept such other responsibilities and assignments as the President or the Executive Committee may request.

Section 5. The Vice-President shall: act in the absence of the President; counsel the President; and accept such other responsibilities and assignments as the President, Board of Directors, or the Executive Committee may request. In the event of permanent inability of the President to serve, the Vice-President shall succeed to the office of President for the remainder of the current term. Such service as President shall be considered a full term if the service is for one half term or more.

Section 6. The Treasurer shall: have custody of the funds of the Society; maintain banking and investment accounts; keep accurate records of all fiscal transactions. The treasurer shall also: report at each Annual Meeting and other Society meetings as requested by the President or Board, and, upon reasonable notice, as may be requested by any member of the Society or the public; mail membership cards to each member upon receipt of dues, with the assistance of the Chair of the Membership Committee; prepare a budget to be approved by the Board of Directors; and have the accounts audited annually. The treasurer shall keep the President and President-Elect fully informed of all fiscal matters throughout the year. The treasurer shall deposit the funds of the Society with Federally insured institutions. The Treasurer shall be bonded and shall be responsible for obtaining and maintaining his/her bonding. A second officer selected by the Executive Committee shall also be bonded and authorized to sign checks as substitute treasurer when the Treasurer is unavailable. Funds may be withdrawn by checks signed by the Treasurer as stipulated in the budget and authorized by the Board. Checks for an amount greater than a sum set by the Board shall require the signature of both the Treasurer and substitute treasurer.

Section 7. The Secretary shall allocate and supervise all secretarial duties. These shall include written records of all meetings of the Executive Committee and of the Board of Directors, and the maintenance of the official files and records of the Society, including reports of officers, committees, and other data.

Section 8. Vacancies in the offices of President-Elect, Vice-President, Secretary, or Treasurer may be filled by vote of the Executive Committee for unexpired terms. An Officer who fills a vacancy for one-half term or more shall be considered to have served a full term.

Section 9. At the end of a term of office, the President, Treasurer, and Secretary shall turn over the records of that office to his or her successor.

Section 10. Each Officer shall renew by mail or email his or her "Intent to Serve" statement in January of each subsequent year in the term of office. Failure to file this statement with the Secretary by January 10 shall be construed as a resignation from office and shall trigger the process for replacement of a vacancy. An Officer who is unable or unwilling to complete a term of office may withdraw without prejudice by declining to file the statement or by written resignation.

Section 11. Officers shall be expected to attend the Annual Meeting of the Executive Committee and general Annual Meeting of the membership or send a proxy. All Officers shall serve gratuitously. Travel expenses essential for Society business that present a financial hardship for an Officer may be considered for reimbursement on a case-by-case basis, if funds permit. All reimbursements other than minor operational expenses must be pre-approved by the Executive Committee before they are incurred.

Section 12. The combined Board and officers by a three-fifths or greater vote shall have the authority to remove from office any officer or Board Member who is unable to perform the duties of his/her office, or whose actions threaten the best interests of the Society.

ARTICLE V. THE EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall consist of the President, the Vice-President, the Treasurer, the Secretary, and three members of the Board appointed by the President, as described in Article IV, section 3. A quorum of four of the Executive Committee shall have power to make decisions. Enactment of such decisions must conform to the provisions of Article III, Section 6.

Section 2. The Executive Committee shall meet each year at the Annual Meeting and communicate at least quarterly by mail or email for the purpose of keeping the officers and the Board aware of each other's progress in their own responsibilities. Minutes of the Annual Meeting and of other substantive discussions outside of the Annual Meeting shall be filed with the Secretary.

Section 3. The chief role of the Executive Committee shall be to facilitate activities that provide members with high quality opportunities to develop their interests in Scottish harp music. The Executive Committee shall manage all fiscal and planning activities of the Society between Annual Meetings within the annual budget approved by the Board of Directors.

Section 4. The Executive Committee may request appropriations from the funds of the Society for any reasonable costs of business, including the employment of such paid legal, clerical, and accounting assistants as may be required for the accomplishment of the aims and purposes of the Society.

Section 5. All applications for charters of local chapters shall be reviewed and approved by the Executive Committee.

ARTICLE VI. COMMITTEES

Section 1. Committees shall be appointed from among the Officers, Board and general membership. Committee Chairs shall be appointed by the President, subject to approval by the Executive Committee. Other seats on each committee shall be appointed by its Chair. Each Committee shall be composed of not fewer than two or more than five persons, one of whom shall be the Chair of the Committee. Committees shall accept such responsibilities and assignments within their charge as the President may request.

Section 2. The Competition Committee shall be in charge of sanctioned competitions, including the National Competition and regional competitions. The committee shall determine the requirements for a competition to be sanctioned, determine the rules for the competitions, and maintain a list of certified judges, subject to the approval of a simple majority of the Executive Committee. The Competition Committee shall create a Competition Packet and distribute it to all organizers of sanctioned competitions. The Chair may delegate printing of the packet to persons under his or her supervision. The Competition Committee shall develop and update the Society's resource lists on Scottish harp music and history for the education and enhanced performance of competitors. The committee shall place competition rules, sanctioning procedures, and resources in a Competition Handbook that is available on the SHSA website www.shsa.org. The Competition Committee shall submit new and updated information to the webmaster/mistress and the Editor of the Kilt & Harp for timely dissemination to the membership.

Section 3. The Election Committee shall conduct elections of Officers and Board Members and shall conduct referendums requiring a vote by the general membership. This committee shall solicit nominations from the general membership and identify eligible candidates for each post on the ballot by September 30 of each year. The committee shall prepare the ballot with each candidate's biographical information and/or candidacy statement for mailing by November 15. The committee shall place any referendum items received from the President by September 30 on the same ballot, or on a later ballot if received between elections. Prior to placing the nominee's name on the ballot, the committee shall obtain a written or emailed statement from the nominee attesting to his or her intent to serve in the post as described, if elected. The Election Committee shall appoint an Election Official to receive ballots and shall establish procedures for members to cast secret ballots and for non-partisan tabulation of the ballots. These procedures shall be placed in an Election Handbook that is available on the SHSA website www.shsa.org. Ballots shall be counted in the presence of a notary and the results notarized. Write-in candidates shall not be accepted. The Election Committee shall submit the names of new Officers and Board Members to the webmaster/mistress and the Editor of the Kilt & Harp for timely dissemination to the membership. Members of the Election Committee and the Election Official may not concurrently run for an elected position.

Section 4. The Journal Committee shall be in charge of producing the official Society publication, the Kilt & Harp, and mailing each issue to the membership. The Kilt & Harp shall consist of Scottish harp material and related articles about Scottish culture. The Editor shall chair this committee and shall have the freedom to determine the content with advice from the officers and Board. The Editor may appoint an Assistant Editor at his/her discretion.

Section 5. The Membership Committee shall receive applications for membership together with dues. Dues shall be sent to the Treasurer and membership rolls updated in the appropriate category: Regular, Life, and Youth Members. This committee shall send a list of members who are eligible to vote and hold office to the Election Committee on or before August 31 of each year. The Membership Committee also shall send mailing labels of members to the Editor of the Kilt & Harp before each issue and to the organizers of sanctioned competitions prior to competitions. The Membership Committee may be authorized to issue a limited number of one-year complimentary memberships to non-members each year, as determined by the Executive Committee.

Section 6. The Publicity Committee shall carry out activities to maintain the best possible relationships with the general public through suitable media and will issue news of interest to the Society. The committee shall oversee publicizing SHSA news in other appropriate journals, or any other media as needed. The committee shall maintain archived lists of National Champions, Travel Scholarship recipients, winners at sanctioned regional competitions, and other notable members that reflect the achievements of the Society.

Section 7. The Website Committee shall be responsible for maintaining the official Website of the Society with links to other harp organizations. A webmaster or webmistress shall be the Chair of this committee and shall accept assignments on website content from the President or his/her designee. A second committee member appointed by the President shall serve as a back-up person for the webmaster/webmistress. Members of both committees, as well as all officers and the Chairs of the Competition, Journal, and Membership Committees, shall have access information to the website.

Section 8. Other standing or ad-hoc committees as needed may be appointed by the President with the approval of the Executive Committee.

Section 9. All committees shall operate within the budgets approved for them by the Board of Directors.

Section 10. At the end of a term of appointment, each Committee Chair shall turn over the records of that committee to his or her successor.

ARTICLE VII. MEETINGS

Section 1. All Chapters and Committees shall meet annually and as often as business shall require and shall submit a report to the Annual Meeting. Meetings may be in-person, by proxy, by email or telephone conference call, as needed.

Section 2. There shall be an Annual Meeting of the general membership of the Society for the conduct of such business as may be referred to the membership by the Executive Committee or the Board of Directors. Each dues-paying Regular or any Life Member may vote in person or by proxy and shall be entitled to one vote.

Section 3. Any active member or active chapter may propose new business to the Executive Committee or the Board of Directors. The proposed new business shall be submitted in writing not later than 30 days prior to the Annual Meeting, or from the floor at the regular business meeting.

Section 4. The Annual Meeting of the membership shall be held on such date in each calendar year and at such place, as shall be fixed by the Executive Committee and stated in the notice of the meeting 60 days prior to that date. The meeting site shall rotate to as many locations as possible, wherever there is a reasonable number of members. A portion of the meeting shall be open to non-members, who shall have no voting privileges. An Annual Meeting of the Executive Committee open to all members of the Board of Directors can be held immediately preceding the Annual Meeting of the Membership at the same place, and no notice of such meeting will be necessary.

Section 5. Special meetings of the membership of the Society, for any purpose, may be called by the President or the Vice-President or by resolution of the Executive Committee and shall be held on such date and at such place and time as shall be fixed by the persons calling the meeting and stated in the notice of the meeting mailed 21 days prior to that meeting date.

ARTICLE VIII. PARLIAMENTARY PROCEDURE

The rules contained in the most recent edition of Robert's Rules of Order shall obtain at all meetings of the organization except where in conflict with the General Nonprofit Corporation Law of the state of Tennessee, these By-Laws, or any procedures which the Officers or Board of Directors from time to time may deem suitable. A Parliamentarian familiar with the above Robert's Rules shall be appointed by the President as described in Article IV, Section 3, to rule on questions of procedure.

ARTICLE IX. DUES AND RECEIPT OF GIFTS

Section 1. The Board of Directors shall determine the amount of annual dues and shall publish its decision reasonably in advance of the date upon which dues are payable.

Section 2. Dues are payable yearly upon the expiration of membership as given on the mailing labels for The Kilt & Harp.

Section 3. The Society may accept financial and other gifts, which shall be used at the discretion of the Society for purposes and aims of the Society.

Section 4. All dues shall be placed in the general fund of the Society. The Treasurer shall place funds for current operating expenses in a checking account and invest remaining funds. Investments other than Certificates of Deposit shall be approved by a simple majority of the combined Officers and Board or Directors.

ARTICLE X. FISCAL YEAR AND METHOD OF ACCOUNTING

The books and records of the corporation shall be maintained on the basis of a fiscal year ending December 31. The organization's system of accounting shall be the cash method.

ARTICLE XI. CHAPTERS

Section 1. A group of not less than seven active members of the Society may apply in writing for authorization to organize a chapter. Upon authorization by the Executive Committee, an organizational meeting, with election of officers, shall be held as soon as possible, and an appropriate report thereof made to the Society. Upon approval of the Executive Committee, a charter may then be granted.

Section 2. Prospective chapters in their applications shall agree to subscribe to the Constitution and Bylaws of the Society.

Section 3. Chapters may be withdrawn by the Board of Directors in the interest of the Society.

Section 4. Chapters shall elect such officers as may be necessary or desirable, but not less than a President, Vice-President, and a Secretary-Treasurer.

Section 5. All active members of the Society are eligible for membership in such local Chapters as may exist in the area where they reside. Active membership in local Chapters is contingent upon payment of such dues are assessed by the Chapters.

Section 6. Chapters may establish and collect annual dues not in excess of fifty percent of the amount of National Society Dues. Chapter dues shall be expended solely on behalf of the Chapter and in pursuit of the aims and purposes of the Chapter.

Section 7. Active membership may be transferred from Chapter to Chapter within the membership year without payment of additional dues.

Section 8. Chapters may accept financial and other gifts which shall be used at the discretion of the Chapter for the aims and purposes of the Society.

Section 9. The authority and powers of each shall be limited by the Constitution and Bylaws of the Society, by acts of the Executive Committee, and the following limitations:
a. No less than a two-thirds vote of the membership of a Chapter shall be required for the dissolution of a chapter. However, if a chapter is inactive for five years, the SHSA Executive Committee shall dissolve it.
b. A Chapter is not transferable, and upon dissolution of the Chapter, its charter must be surrendered to the Society.
c. No Chapter shall have the power to contract any financial obligations on behalf of the Society.
d. Upon approval of the SHSA Board of Directors, Chapters may establish special categories of Chapter memberships. Special Chapter members shall not, however, have any of the rights and privileges of active membership in the Society.
e. A budget and financial report for each Chapter shall be submitted to the Secretary of SHSA annually and reviewed by the SHSA Executive Committee.

Section 10. Chapters shall be entitled to: a listing in the SHSA Directory, submissions to the Kilt & Harp in the Chapter News Section, and an opportunity to host the SHSA Annual Meeting.

ARTICLE XII. DISSOLUTION

If upon dissolution of The Scottish Harp Society of America, and its Chapters, there shall be any property remaining after the payment or satisfaction in full of all such just claims and demands against that body, or the retention of moneys for that purpose, such property shall be distributed to a like organization or organizations which qualify as "exempt organization" under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XIII. AMENDMENTS

The Constitution and Bylaws shall be reviewed as needed by a committee appointed by the President and approved by the Executive Committee. The Constitution and Bylaws may be adopted, amended, or repealed by current Regular and Life Members. Amendments may be proposed by the Board of Directors or by the Executive Committee, or by a proposal signed by at least five percent of the Society membership. Amendments shall be voted upon by a mail or email ballot sent by the Election Committee to the membership. Votes which are received within 30 days of the date mailed or emailed shall be counted according to a process determined by the Election Committee. The proposed amendment shall be adopted if affirmed by at least two-thirds of the votes received.