KFMC Constitution and Bylaws

KENTUCKY FEDERATION

OF

MUSIC CLUBS

CONSTITUTION AND BYLAWS

Approved 6/24/2022

CONSTITUTION

ARTICLE I

Name

The name of this organization shall be the Kentucky Federation of Music Clubs, Inc.

ARTICLE II

Purposes

The primary purpose of this organization shall be to promote and further the study, appreciation and cultural enrichment of music throughout the Commonwealth of Kentucky, including, but not limited to, the following charitable, benevolent, and social purposes: (1) to promote American music and American musical education; (2) to cooperate with the National Federation of Music Clubs (NFMC) in its specific plans for the advancement of American Music; (3) to establish, promote, and distribute scholarships to worthy students for the study of music; (4) to establish, promote, affiliate with and form music clubs in the various communities within the state; (5) to bring into working relations with one another, music clubs, and other musical organizations and individuals, directly or indirectly associated with musical activity for the purpose of developing and maintaining high musical standards, and aiding and encouraging musical education.

ARTICLE III

Officers

The officers of the Kentucky Federation of Music Clubs (KFMC) shall be elective and appointive and shall be active or individual members in this federation.

Section 1. The officers for the Kentucky Federation shall be President or Co-President, Vice President and Secretary – which shall be elected, and Treasurer – which shall be appointed by the President or Co-President, and the immediate Past President. These five officers shall be referred to as the Leadership Committee.

Section 2. The appointive officers may be Keynote Editor, Historian, Parliamentarian, Student/Collegiate Chair, Junior Chair, and Investment Consultant.

Section 3. Management shall be by a Board of Directors consisting of the elective and appointive officers, department committee chairs, and past state presidents and club presidents.

ARTICLE IV

Meetings

The meetings of KFMC shall be held at such a time and place as designated in the Bylaws.

ARTICLE V

Amendment

This Constitution may be amended at any board meeting or biennial convention by a two-thirds vote of the delegates, a copy of the proposed amendment having been mailed to each club of the KFMC 30 days prior to the board meeting or biennial convention.

BYLAWS

ARTICLE I

Membership

Membership in the Kentucky Federation of Music Clubs (KFMC) shall be two classes: organizational and individual. Both classifications may have Senior, Student, and Junior members.                      

Section 1. Any organization formed for the study or performance of music and endorsed by the Executive Committee shall be eligible for membership.

         A. Senior Division

1. Organization of active members (the majority of whom are adult) shall hold business meetings, give programs, and participate in the work of the KFMC. Members shall have the right to vote and hold office.                                                               

2. Associate members shall be individuals and organizations. These members may not desire the privileges and responsibilities of active membership. Either may attend or send representatives to meetings but shall not have the right to vote or hold office.

      B.  Student Division

The membership shall be young people between the ages of 16 and 25 and shall be classified as individual or organizational.

      C.  Junior Division

The membership shall be limited to individuals and organizations whose members are not over 18 years of age and shall be classified as individual or organizational.

Section 2. Any person interested in the advancement of music may become an individual member. Individual membership shall be Special, Contributing, Life, Subscriber, Donor, or Patron.

A.   A Special or Contributing member shall be any person interested in the advancement of music who pays annual dues as provided in Article VIII.

B.    Life membership shall have all the privileges of active membership on payment of the fee and shall be exempt from the payment of state and national dues.  A Life membership is not transferable from one state to another; dues are required in the new state.

C.     A Subscriber, Donor, or Patron shall be an individual who has given at one time a sum of $1,000, $2,000, or $10,000 respectively and shall be exempt of state and national dues.  (See NFMC Bylaws.)

D.   Honorary membership shall be conferred upon an individual who has either achieved distinction in music, has rendered signal service to the Federation or has promoted a worthy arts project by a two-thirds majority vote of the eligible voters present at a biennial convention upon recommendation of the Board of Directors.  Honorary membership does not preclude active membership upon payment of dues.

E.    The Cradle Roll.  Children from birth to 5 years of age shall be eligible for membership in the Cradle Roll upon payment of the Cradle Roll fee.

Section 3. Applications. Applications for membership accompanied by current dues shall be sent to the KFMC treasurer. New organizations shall send applications accompanied by dues and bylaws to the KFMC President or Co-President.   

Section 4. Resignation. Any organization in good standing may resign by sending written resignation to the Secretary of KFMC.

Section 5. Forfeiture. If dues are not received by December 1, a member shall be considered delinquent and shall be notified. Any member whose dues are in arrears for more than a year shall be considered to have forfeited membership and shall be dropped from the rolls.

Section 6. Reinstatement. Any organization which resigns in good standing may be reinstated upon application. A membership forfeited for non-payment of dues shall require the payment of a reinstatement fee.

ARTICLE II

Meetings

Section 1. A convention of the KFMC shall be held in late September or early October each EVEN year. The time and place shall be set by the President or Co-president subject to the approval of the host club(s). A club shall host the convention in rotation. Thirty days' notice shall be given all members.

A.    A registration fee shall be paid by all members attending.  This is to be used for expenses.

B.    Each club shall pay the designated fee (see Article VIII) each year to the convention fund.  This convention fund is to be used by the host club.

C.    An itemized financial report of the convention shall be sent to the state President and state Treasurer within two months of the closing session.

Section 2. A special session of the KFMC may be called by the President or Co-president and a majority of the elected officers. The purpose of the session shall be stated in the call. Thirty days' notice shall be given the member clubs.

Section 3. Voting Body

A.   The voting body of the KFMC shall be composed of members of the Board of Directors (see Article V, Sec. 2), members in good standing, elected delegates or their alternates from each organization holding active membership in the Student Division, and one counselor from each active organization in the Junior Division.

B.     Delegate apportionment

1)    Each active student organization shall be entitled to two delegates.

2)    Each active junior organization shall be entitled to representation by one adult counselor who shall be a member of an active senior club or an individual member.

C.    Individual members whose current dues have been paid shall be eligible to vote at any session of the KFMC.

D.   No person shall be entitled to vote in more than one capacity, and no absentee or proxy voting shall be permitted.

Section 4. Quorum. Ten members, three of whom shall be elective officers, shall constitute a quorum.

ARTICLE III

Duties of Officers

Section 1. Elective officers. All elected officers shall be installed at the first board meeting following the NFMC Biennial Convention.

A.    The President or Co-President shall:

1.     Preside at all meetings of the Federation, the Executive Committee, and the Board of Directors, beginning with the first board meeting following the installation.

2.     As needed, appoint the Historian, Parliamentarian, Student/Collegiate Chair, Junior Chair, Keynote Editor, Chairs of Departments and Committees, and the Investment Consultant.

3.     Fill vacancies on the Board.

4.     Be member ex-officio of all committees except the Committee on Nominations.

5.     Approve bills before payment is made except for those previously approved by the Board.

6.     Sign, with the Secretary, leases and contracts approved by the Executive Committee.

7.     Attend the meetings of the National Council of Presidents.

B.     The Vice President shall:

1.      In the absence of the President or Co-President, perform the duties of the Office of the President.

2.     Maintain contact with each club in the State to promote NFMC and KFMC projects using the Keynotes newsletter by:

a.     Coordinating with the newsletter editor.

b.     Providing guidance from the State President or Co-President to the editor regarding ongoing and special State and National projects, and

c.     Encouraging clubs to submit information about club activities to the editor.

3.     Other duties as assigned by the President or Co-President.

C.    The Immediate Past President shall:

1.     Serve as an advisor to the President or Co-Presidents.

2.     Be the Parliamentarian for KFMC.

3.     Be the Chair of the Nominating Committee.

D.    The Secretary shall:

1.     Take and keep on file the minutes of all meetings of KFMC, the Board of Directors, and the Executive Committee.

2.     Within one month after each meeting, he/she shall send a copy of said minutes to the President or Co-President and each member of the Board.

3.     Conduct such correspondence of KFMC as requested by the President or Co-President.

4.     Send out notices of all meetings.

5.     Keep a correct roster of all organizational and individual members of KFMC.

E.     The Treasurer shall:

1.     Receive all monies except designated fees.

2.     Keep an itemized account of the finances of KFMC.

3.     Pay all approved expenses.

4.     Invest funds as recommended by the Investment Consultant and approved by the Board.

5.     Have accounts in order and render a financial statement at each business meeting of the Board of Directors and at the biennial meeting of KFMC.

6.     Present a workshop at the summer board meeting.

7.     Have the Treasurer's books audited every two years and at the close of the Treasurer's term.

Section 2. Appointive Officers. The President or Co-President shall appoint all appointive officers.

A.      The Keynote Editor shall receive KFMC news for the Keynote.

B.  The Historian during his/her term of office shall:

1. Keep copies of:

a.     The minutes of the meetings of the KFMC and the Board of Directors.

b. Official Call and biennial programs.

c. Each issue of the state Keynote

d. Yearbooks from all clubs.

e.     Newspaper clippings sent by the clubs that pertain to the work of the Federation or mention the name of the Federation.

f.  Other pertinent historical materials.

2.     Send at the end of his/her term the records to the Kentucky Historical Society of Frankfort, KY, the repository for the records of the Federation.

C.      The Parliamentarian shall interpret the Constitution, Bylaws, and points of parliamentary procedure.

D.      The Student/Collegiate Chair shall correlate the work of the Student Division on the local and state level.

E.       The Junior Chair shall correlate the work of the Junior Division on the local and state level and shall oversee Junior Day.

F.       The Investment Consultant shall advise, oversee, and keep records of investments.

ARTICLE IV

Elections

         Section 1. Elections

A.      Elections shall take place annually, concurrent with the Summer meeting of the KFMC.

B.      Candidates for President or Co-President, Vice President and Secretary shall be announced to the Executive Board and all others in attendance at a point early in the schedule of the Summer meeting. The President or Co-President will call for nominations from the floor at that time for any possible additional candidates for those offices.

C.      After the floor is closed for nominations, the Nominating committee will determine the availability to serve of those nominated from the floor.

D.      Following a suitable time, the Nominations Committee shall report to the Executive Committee and all those in attendance and shall announce the list of candidates. If there are multiple candidates for any one office, separate elections will be held for each contested office, then the entire slate of candidates will be voted upon.

E.      The candidates for elections will be:

1.     President:  the current Vice President – which will be the candidate for President – plus any nominated from the floor.

2.     Vice President: the nominee named by the Nominations Committee – plus any nominated from the floor.

3.     Secretary:  the nominee named by the Nominations Committee – plus any nominated from the floor.

F.       Following the election, the newly elected president shall announce his/her choice as Treasurer. The currently serving President shall become the Immediate Past President-Designate.

G.      The elected officers shall serve a one-year term; the Treasurer shall serve a one-year term and may be re-appointed to consecutive terms at the pleasure of the President or Co-President.

H.      Officers will be installed and will assume the duties of their office prior to the conclusion of the Summer Meeting.

Section 2. Nominations

A.      A Nominations Committee shall be created at the Fall Board Meeting or as needed. The serving Immediate Past President shall be the chair and the presidents of the two Nominating Clubs shall serve as members of the Nominations Committee.

B.      By consensus, clubs shall rotate their order for state office each election thus providing representation from the entire state, the initial order being the full club names in alphabetical order for the current slate of officers starting for 2021-2022 and referred to as in the official Minutes of June 25th, 2021.

C.      The order of the nominated State Officers shall be:

1.     The current State President will move up to Past President-designate. (The club represented by this current State President moved to the bottom of the club list at the time of their election.)

2.     The club represented by the current Vice President will provide the nominee for President.

3.     The club currently in the first club listing position shall provide the Vice President-elect nominee.

4.     The club in the fourth (or last) position shall provide a candidate for Secretary-elect.

5.     Following the election, the club in the first position shall rotate to the bottom of the list and other clubs shall move up.

6.     Should the nominating club be unable to provide a candidate, the currently serving Club President shall be the nominee.

7.     Five or more state clubs allows for an off year for serving as a State Office. Four state clubs require each club to hold a State Office (Past President, State President, Vice-President (President elect) and Secretary in rotation.

Section 3.

A.      Election of officers shall be by ballot except when the number of nominees does not exceed the number to be elected, in which case the election may be by oral vote.

B.      A majority vote shall constitute election.

C.      The voting body shall consist of the voters as designated in Article II Section 3A.

ARTICLE V

Board of Directors

Section 1. The Board of Directors shall consist of as many eligible Board members as are present.

A.      The Board shall meet in regular session at the call of President or Co-President; two-week notice is required. The organizational meeting shall be the summer board meeting. The fall board meeting in non-convention years will be in September or October. There shall be a meeting of the Board immediately preceding the Biennial State Convention.

B.      A special session of the Board may be called for a stated purpose upon the written request of five of its members.  Seven days’ notice is required.  Barring action by the President or Co-President, the Vice President will call the meeting.

C.      Quorum.  Ten members, three of whom shall be elective officers, shall constitute a quorum.

Section 2. Personnel. The personnel of the board shall include elective and appointive officers, club presidents, department and committee chairs, past state Presidents or Co-Presidents, and national board members(s).

Section 3. Duties.

A.      The Board of Directors shall manage the affairs and the funds of the KFMC subject to the terms of the Constitution and Bylaws.

B.      The Board shall:

1.      Adopt rules of procedure as needed to direct the affairs of the KFMC.

2.     At the summer board meeting in each ODD year approve the time and place of the Biennial State Convention.

ARTICLE VI

Executive Committee

Section 1. Personnel. The Executive Committee shall consist of the elected and appointive officers, past state presidents and national members(s).

Section 2. Duties. The Executive Committee shall:

A.      Continue the necessary business of the KFMC between meetings of the Board of Directors.

B.      After each session, report its recommendations to the Board.

Section 3. Meetings shall be held on call of the President or Co-President immediately preceding the regular sessions of the Board or upon written request of three of its members for a stated purpose. Seven days' notice is required.

Section 4. Quorum. Four members shall constitute a quorum.

ARTICLE VII

Departments and Committees

Section 1. The work of the KFMC shall be continued through the medium of committees which shall, as far as the need of the state permit, follow the departments used in the NFMC.

Section 2. Committees may be created or discontinued at the discretion of the Executive Committee.

Section 3. A chair for each committee shall be appointed by the President or Co-President.

Section 4. Each chair shall present a written report for each meeting of the Board and for the Biennial Convention of the Federation.

Section 5. At a designated board meeting, the Music Festival, National Music Week, Parade of American Music, and other committee chairs shall present workshops as needed.

Section 6. Each chair, at the close of his/her term of office shall within two weeks turn over to his successor all books and materials pertaining to the office.

ARTICLE VIII

Dues and Finances

Section 1. The Committee on Finance shall consist of the President or Co-President, the Treasurer, and the Investment Consultant. This committee shall prepare and make available a schedule of all dues and fees required by these bylaws and NFMC.

Section 2. Sources of Income. The finances of KFMC shall be derived from membership dues, fees, interest from the endowment funds, gifts, and from other Board approved sources.

Section 3. The Fiscal Year shall begin on July 1 of each year.

Section 4. Payment of Dues and Fees. Membership dues and fees shall be paid to the KFMC Treasurer who shall forward the national dues and fees to the NFMC Treasurer by the due date.

Section 5. Dues and Reinstatement.

A.      The annual dues of organizations and individuals are payable on or before November 1 of each year. Any group or individual whose dues are unpaid by December 1 shall be regarded delinquent and be so notified by the state treasurer. The membership shall be forfeited if dues are unpaid in one year.

B.      A member organization in good standing may be reinstated upon application and payment of dues for the current year plus a reinstatement fee.

C.      A member organization which has forfeited membership may be reinstated upon application, payment of reinstatement fee and dues for the current year.

D.      Dues for all divisions and individual members shall be determined by the NFMC dues plus the KFMC dues. Changes in dues by the KFMC may be presented by the Finance Committee and voted on by the Board at any meeting.

E.       Every active and associate organization in the senior and student divisions shall be required to subscribe to the Music Clubs Magazine in the name of the organization. Junior organizations shall have at least one subscription to Junior Keynotes.

Section 6. The funds of this Federation shall be kept by the KFMC treasurer in separate accounts, i.e., General Fund and Junior Fund.

A.  The General Fund shall consist of fees, organizational and individual membership dues, and the endowments and endowment income, and other sources designated by the Board.

B.  The Junior Fund shall consist of Junior Class and Individual memberships and Application fees and shall be used to defray expenses of the Junior Division.  Any surplus shall be retained in the fund to further the work of the Junior Division.   

Section 7. There shall be no salaries paid in this Federation.

A.      The President or Co-President shall be allowed a reasonable amount to be determined by the Finance Committee per year for expenses incidental to the office.

B.      The President or Co-President, Vice President and National Board Member shall be reimbursed from the General Fund for the registration fee, full transportation to and from the sessions of the NFMC board meetings and conventions, one-half the quoted Federation lodging, and food for required events.

ARTICLE IX

Representation

Section 1. The KFMC shall be represented at meetings of the NFMC by the President, Co-President, or by the Vice President in the absence of the President or Co-President.

Section 2. At the KFMC Biennial Convention preceding an NFMC Convention, the Board shall elect a nominee for the state representative on the NFMC Board.                                         

ARTICLE X

Parliamentary Authority

The rules contained in the current Roberts Rules of Order shall govern the KFMC in all cases to which they are applicable and in which they are consistent with the Constitution and Bylaws of this Federation.

ARTICLE XI

Amendment

Section 1. These Bylaws may be amended by a two-thirds vote of the qualified registered voters present and voting at a regular Board meeting or Biennial Convention provided notice of proposed changes has been sent at least thirty days prior to the session at which the changes are to be considered.

Section 2. Amendment to these Bylaws shall become effective at the close of the Board meeting or Convention at which they are adopted.

ARTICLE XII

Dissolution

In the event of the dissolution of this corporation or in the event it shall cease to carry out the obligations and purposes as herein set forth, all the business property and assets of the corporation shall be distributed pursuant to Kentucky Revised Statutes, Section 273.303; and more specifically, all the business property and assets of this corporation shall be distributed to local music club organizations throughout the State as long as such local organizations qualify as a charitable organization.

Amended 7/1/2011, 6/29/2018, 6/28/2019, 6/24/2022