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Founded as Tubists Universal Brotherhood Association, 1973
Adopted: May 24, 1975, First National Tuba/Euphonium Symposium/Workshop, Urbana, Illinois, U.S.A.
Amended: August 31, 1980; June 7, 1986; April 30, 1989; January 19, 1991; May 15, 2002; May 1, 2007; June 30, 2008, April 30, 2010, September 14, 2012
1.1. Name. The name of the Organization is The International Tuba-Euphonium Association (hereinafter, "Organization"). This organization shall be known as the International Tuba-Euphonium Association, ITEA. (The organization was founded in 1975 and was formerly known as the Tubists Universal Brotherhood Association, TUBA.)
2.1. Principal Office. The principal office of the Organization shall be located in the United States. Headquarters of the Association shall be the address of the executive director. The address of the registered office may be changed from time to time by the Board of Directors of the Association.
PURPOSES AND POWERS
3.1. Purposes and Powers. The affairs and activities of the Organization shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Code") affecting nonprofit organizations qualified for tax-exempt status as described in section 501(c)(3) of the Code. The Organization is organized and will be operated exclusively for the charitable and educational purposes.
Without limiting the generality of the foregoing, the Organization is a worldwide organization of musicians whose purpose is to maintain a liaison among those who take a significant interest in the instruments of the tuba and euphonium family, and to further the development and understanding of instruments, literature, pedagogy, and performance through conferences, journals, music publications and all forms of membership communication. The specific objectives and purposes of the Organization are:
(a) To expand performance and employment opportunities;
(b) To enhance the image and role of tuba-euphonium family instruments and performers;
(c) To explore pedagogical approaches through new teaching resources;
(d) To promote activity in new instrument design;
(e) To generate new compositions for instruments in the tuba-euphonium family;
(f) To explore new directions in technique;
(g) To establish and maintain appropriate libraries of recorded and printed materials;
(h) To encourage tuba-euphonium workshops and conferences;
(i) To publish a journal and a website; and
(j) To maintain a publishing function.
The Organization shall be and is a nonprofit Organization under the laws of Colorado.
4.1. Members. Membership Categories may include professional, amateur, business and student, with special categories as retired, life, honorary and others as deemed necessary by the Board of Directors.
4.2. Qualifications of Members. The following individuals shall be qualified to serve as Members of the Organization:
(a) Individuals who take a significant interest in the instruments of the tuba and euphonium families and remit payment of membership dues.
(b) Individuals paying annual dues in an amount determined from time to time by the Board of Directors, who are current on said dues or contributions; and
(c) Individuals qualifying as members as described above shall be deemed to be appointed as Members of the Organization without further action for so long as they continue to qualify.
4.3. Voting Rights. Members shall have right to a vote for electing officers and for other such matters presented for voting as determined by the Board of Directors.
4.4 Bi-Annual Membership Meeting. The Bi-Annual Membership Meeting shall be held at a time designated by the Board of Directors for the purpose of receiving the moved annual Report of the Executive Director, and for the discussion of any other matters of the Organization brought before the Members. This meeting will normally take place during years that contain an International Tuba Euphonium Conference sponsored by the organization.
4.5. Special Meetings. Special meetings of the Members may be called by the Board of Directors as they deem necessary.
4.6. Place of Meetings. Meetings may be held at any place specified by the Board of Directors. If no designation is made for any meeting, the place of meeting shall be the principal office of the Organization.
4.7. Notice of Meetings. Written notice stating the place, date, and hour of any Membership meeting shall be given to each of the Members no fewer than ten (10) days, or if notice is mailed by other than first class or registered mail, no fewer than thirty (30) days, nor more than 60 days before the date of the meeting. Normally, this notification will be given in the ITEA Journal immediately preceding the meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.
4.8 Waiver of Notice. A Member may waive any notice requirement by signing a written waiver of notice an delivering it to the Secretary of the Organization for inclusion in the minutes or filing with the corporate records. A Member's attendance at a meeting shall constitute waiver of notice unless he or she, at the beginning of the meeting, objects to holding the meeting or discussing business at the meeting.
BOARD OF DIRECTORS AND GOVERNANCE
5.1. Powers and Duties. The duties of the Board of Directors in managing the Organization shall include, but not be limited to, the following:
(a) To establish the mission, purposes, goals, and program priorities to be implemented by the Organization's Executive Director and staff, through a strategic planning process;
(b) To ensure that appropriate policies have been developed, adopted, and implemented by the Organization to carry out its mission;
(c) To determine and set overall policy;
(d) To advocate the mission, values, accomplishments, and goals of the Organization to the public at large;
(e) To determine, monitor, and strengthen programs that are central to the Organization's mission; and
(f) To respect and maintain the confidentiality of all matters of the Organization that come before the Board for which confidentiality is appropriate.
5.2 Board of Directors Membership: The Board of Directors shall be comprised of the following elected and appointed members: The elected officers of the Organization shall consist of a President, a Vice President and Past President. The appointed officers of the Organization shall be Secretary, Treasurer, Conference Coordinator, and other coordinators as deemed necessary by the Board of Directors. Additional appointed officers may consist of the following: two international representatives, two representatives from the business community, one enthusiast/ amateur representative, one representative from the legal community, one representative with expertise in the area of non-profits, one student representative, one military band representative, one orchestral representative, one representative with publications expertise, two at-large euphonium representatives and two at-large tuba representatives. The position of secretary will be appointed from within the board at the discretion of the President. The positions of Treasurer, Conference Coordinator, Journal Editor and Webmaster are ex officio members and will be appointed by the President in consultation with the Board of Directors. These officers shall be appointed by the President and shall hold office for two years with the possibility of succession. The President may also appoint such other officers as, in his/her judgment, are necessary to conduct the affairs of the Organization. No officer shall execute, acknowledge, or verify any instrument in more than one capacity, which is required by law or by these Bylaws to be executed, acknowledged, or verified by two or more officers. The Board of Directors shall select and retain an Executive Director who shall serve as the chief staff executive of the Organization. The Executive Director, Journal Editor, and Webmaster will serve ex officio on the Board of Directors. The newly elected officers will assume the duties of their office on the first of July following the elections.
5.3. Election of Officers. The procedure for election officers shall consist of the following steps:
(a) The Nominating Committee shall develop a slate of at least two nominees for Vice-President and other positions as deemed necessary biennially.
(b) The slate, together with a ballot, shall be distributed to the membership.
(c) Unless altered by a stipulation of the document in question, all votes shall be tallied and recorded by the Executive Director.
(d) A simple majority of votes returned will be official.
(e) An appropriate time limit for returning ballots shall be stipulated on the ballot.
(f) The Executive Director shall notify the President of the election results and the President shall see that the membership is appraised of the results.
5.4. Term of Office. Except as provided in Section 5.7, the officers shall be elected or appointed bi-annually. An officers shall hold office for a term of two (2) years and until his or her successor is elected or appointed or until his or her earlier death, resignation, or removal. A decrease in the number of officers shall not shorten the term of any officer then in office.
5.5. Resignation and Removal. Any officer or appointee may resign at any time by giving written notice of his or her resignation to the Board of Directors of the Organization. Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice. The Board of Directors by a two-thirds vote may remove from office any officer who is unable to attend meetings and is unable to attend to the duties of his or her office when, in the opinion of the Board the effectiveness of the Association is impaired. Such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election of an officer shall not of itself create contract rights.
5.6. Vacancies. Any vacancy occurring in the Executive Committee of the Board of Directors may be filled by the affirmative vote of a majority of the remaining officers though less than a quorum of the Executive Committee of the Board of Directors. An officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any vacancy to be filled by reason of an increase in the number of officers or appointees may be filled by the Executive Committee of the Board of Directors for a term of office continuing only until the next bi-annual election.
5.7. Regular Meetings. An annual Meeting of the Board of Directors shall be held, without other notice than these Bylaws, at a place and time as shall be determined by the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without notice other than the resolution. The Board shall hold at least three (3) regular meetings each year in addition to the Annual Meeting. The Annual Meeting may be held at the same time and place as a regular meeting. All regular and special meetings may include an executive session of the Board during which only officers and non-officers invited by the Board may be present. The executive session shall commence and adjourn by majority vote of the Board.
5.8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Board President or by officers constituting a majority of the Board. The person or persons authorized to call special meetings of the Board of Directors may designate the meeting's location.
5.9. Notice of Special Meetings. Five (5) days notice of any special meeting of the Board of Directors shall be given; except that, in the event of an emergency as determined by the Executive Committee of the Board of Directors, the notice period may be waived. If mailed, the notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope, with postage thereon prepaid, addressed to the director at his or her address as shown by the records of the Organization. If notice is given by facsimile or electronic mail, the notice will be deemed to be delivered upon an effective transmission of the facsimile or electronic mail to the director at his or her facsimile number or electronic mail address as shown by the records of the Organization. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice of the meeting.
5.10. Waiver of Notice. An officer may waive any notice requirement by signing a written waiver of the notice and delivering it to the Secretary of the Organization for filing with the minutes or the corporate records. Attendance of an officer at any meeting shall constitute a waiver of notice of the meeting except when a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not thereafter vote for or assent to action taken at the meeting.
5.11. Manner of Voting. A majority of the votes of the directors who are 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 Board of Directors, unless the vote of a larger number is required by law, by the Articles of Incorporation, or by these Bylaws. Directors may not vote by proxy.
5.12. Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the directors are present, a majority of those present may adjourn the meeting to another time.
5.13. Informal Action. Any action required by law to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting, if consents in writing, setting forth the action so taken, are signed by all of the directors and the written consents are included in the minutes of the proceedings of the Board of Directors or filed with the corporate records. The consents shall have the same effect as a unanimous vote of the Board of Directors for all purposes.
5.14. Participation By Means of Communication Equipment. A member of the Board of Directors may participate in a meeting by conference telephone or other communication equipment by means of which all persons can hear and speak to each other. Participating in a meeting by such means constitutes presence in person at the meeting.
5.15. Compensation. Directors may not be compensated for their services as directors of the Organization, but may be reimbursed for their reasonable out-of-pocket expenses incurred in attending Board meetings or otherwise in connection with the performance of their duties as directors. Directors may be compensated for their personal and professional services rendered to or on behalf of the Organization if approved in advance by the Board and subject to compliance with the Organization's conflict of interest policy.
5.16. Procedure. The proceedings and business of the Board of Directors shall be conducted in accordance with the Robert's Rules of Order, Newly Revised, unless the conduct of a matter is otherwise governed by the provisions of state law, the Articles of Incorporation, or these bylaws.
5.17. Advisory Councils. There shall exist, at minimum, two Advisory councils. The primary Advisory Council shall be appointed by the President and shall serve a two year term, concurrent with the President. The immediate Past-President shall serve as Chair. The Honorary Advisory Council shall be comprised of all Past Presidents and other noted members of the organization. The Board shall establish such meetings and activities for the Advisory Councils as it deems useful and appropriate.
5.18. Duties of President. The President shall be the chief elected officer of the Organization. He or she shall preside at all meetings of the Members, and the Board of Directors. The President will determine the regular agenda of all meetings of the Members and the Board of Directors. The President shall present a report at the Annual Meeting, appoint the chairs and members of committees (unless otherwise specified herein) authorized by the Board of Directors, act as liaison between the Organization's staff and the Board, and perform such other duties as are inherent in the office of President or as authorized by the Board of Directors. Following the end of each administration, the President shall assume the office of Past-President.
5.19 Duties of Vice President. The Vice President shall act in place of the President in the event of the absence of the President and shall exercise such other duties as may be delegated to the office by the Board. The Vice President shall serve as the President of the Governance Committee, ex officio, and shall also serve as the Board's parliamentarian. The Vice-President shall be considered the President-Elect and shall succeed the President.
5.20 Duties of Secretary. The Secretary shall:
(a) certify and keep, or cause to be kept, at the principal office of the Organization the original or a copy of the Articles of Incorporation and these Bylaws, as amended, to date;
(b) keep, or cause to be kept, at the principal office of the Organization or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors, and any committees having any of the authority of the Board of Directors, recording therein the time and place of holding, whether annual, regular, or special, how notice of the meeting was given, the names of those present at the meetings, and the proceedings thereof;
(c) be custodian of the records of the Organization and see that all documents of the Organization, the execution of which on behalf of the Organization is authorized by law or by these Bylaws, are properly and duly executed;
(d) exhibit at all reasonable times to any director, or proper designee, upon request, the Bylaws and the minutes of the proceedings of the Board of Directors and the committees of the Organization; and,
(e) perform any and all duties incident to the office of Secretary and other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
5.21. Duties of Treasurer. The Treasurer shall:
(a) keep, or cause to be kept, adequate and correct accounts of all the properties and financial transactions of the Organization;
(b) deposit, or cause to be deposited, all monies and other valuables in the name of and to the credit of the Organization, with such depositories as may be designated by the Board of Directors;
(c) cause all the funds of the Organization to be disbursed as ordered by the Board of Directors;
(d) render to the Board of Directors, upon request, an accounting of all financial transactions of the Organization and a statement of the financial condition of the Organization, and cause an annual audit of the Organization's financial affairs to be conducted; and
(e) perform any and all duties incident to the office of Treasurer and other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The Treasurer shall also serve as the Chair of the Finance, Budget, and Audit Committee, ex officio.
5.22. Past-President. The Past-President shall serve in an advisory capacity to the president and be chairperson of the Nominating Committee and the Advisory Council.
5.23. Conference Coordinator. Shall solicit, coordinate, and provide long-range planning for all conferences. Once proposals have been accepted, the coordinator shall execute conference contract with conference host, and shall provide host with detailed information regarding ITEA conference guidelines. The conference coordinator shall stay in close contact with conference hosts during the 12 months leading up to a conference, to lend support and to assure that ITEA conference guidelines are followed.
5.24. Advisory Council. The Advisory Council consists of past ITEA Executive Committee and Board of Directors Members. The Advisory Board does not vote as a group, but serves as a forum for guidance.
5.25. Honorary Advisory Council. The Honorary Advisory Council consists of prominent figures with notable service in the music world and appointed by the president on behalf of the Board of Directors. The Honorary Advisory Board does not vote as a group, but serves as a forum for guidance to the Board of Directors, and the President.
5.26. Executive Director. The Executive Director shall have the necessary authority and responsibility to operate the Organization in all its activities subject to the policies and directions of the Board of Directors or any of its committees. The Executive Director shall undertake his or her duties in accordance with a Job Description approved by the Executive Committee of the Board of Directors. The Executive Director shall act as the duly authorized representative of the Organization in all matters in which the Executive Committee of the Board of Directors has not formally designated some other person to so act.
The Executive Director shall report periodically and as requested to the Board of Directors, and shall provide regular updates to directors between Board meetings on the Organization's activities and finances. The Executive Director shall select a member of his or her senior leadership staff to serve as board liaison with such duties and reporting responsibilities as are determined from time to time by the Board.
The Executive Director is charged with continuous responsibility for the management of the Organization, commensurate with the authority conferred on him or her by the Executive Committee of the Board of Directors and consistent with the expressed aims and policies of the Executive Committee of the Board of Directors. The Executive Director is responsible for the application and implementation of established policies in the operation of the Organization. The Executive Director shall keep or cause to be kept appropriate records, and prepare or cause to be prepared all necessary reports, returns, filings, an operating budget, and financial statements. The Executive Committee of the Board of Directors shall authorize reasonable compensation for the Executive Director.
6.1. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each committee to consist of no fewer than three (3) nor more than eight (8) members, unless otherwise specified herein. The Board President shall select and appoint the members and the Chair of all committees, unless otherwise specified herein. The Board President shall serve as an ex officio member of all committees.
The Board President may also from time to time appoint one or more persons as Consulting Members of a Board committee to serve at the pleasure of the Board and such persons need not be directors. Consulting Members may not comprise a majority of any committee and may not have voting power on any committee permitted to act on behalf of the Board of Directors without further action. Consulting Members shall be held to the same standards, procedures, and fiduciary duties as are applied to directors hereunder.
The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. The Executive Director shall arrange for the staff of the Organization to provide sufficient support for each committee to enable it to discharge its duties.
Each committee shall exercise the authority of the Board of Directors to the extent authorized by the Board of Directors. However, a committee may not by itself:
(a) approve action that requires full Board approval;
(b) fill vacancies on the Board of Directors or any of its committees;
(c) amend the Articles of Incorporation;
(d) adopt, amend or repeal the Bylaws;
(e) approve a plan of merger or consolidation; or
(f) employ or discharge from employment the Executive Director of the Organization.
There shall at all times be standing committees as provided for herein.
6.2 To develop through the Organization’s operations adequate resources to ensure financial stability for the Organization's activities, and to cooperate with the Trustees of the International Tuba Euphonium Foundation in fundraising efforts to benefit the Organization.
(a) To establish fiscal policy, including budget authorization and oversight;
(b) To develop adequate resources to ensure financial stability for the Organization's activities including through direct and indirect financial contributions and a commitment to fundraising;
(c) To ensure the legal and ethical integrity of the Organization;
(d) To select, retain, support, evaluate the performance of, and discharge the Executive Director of the Organization;
(e) To recruit, elect, and orient, the Board of Directors; and
(f) To respect and maintain the confidentiality of all matters of the Organization that come before the Board for which confidentiality is appropriate.
6.3 Finance, Budget, and Audit Committee. The Finance, Budget, and Audit Committee shall be comprised of no fewer than three (3) nor more than eight (8) directors appointed by the Board President. The Treasurer shall serve as the Chair of the Committee. The Finance, Budget, and Audit Committee shall be responsible for oversight of the financial operations of the Organization. While serving on the Finance, Budget, and Audit Committee, a member of the committee shall not: (a) accept any consulting fee, advisory fee, or other compensation or benefits from the Organization; or (b) have participated in any other transactions with the Organization in which he or she has a financial interest within the previous year.
The Committee shall undertake the following responsibilities:
(a) Review, discuss and recommend changes to the proposed annual budget and submit for approval to the Board of Directors;
(b) Review, discuss and approve the monthly Statement of Financial Position and Statement of Activities for the Organization;
(c) With the assistance of the Executive Director, present for approval to the Board of Directors at each meeting the Organization's financial statements; and
(d) Periodically, review and discuss the quality, quantity, substance and dissemination of financial information provided to the Board of Directors and the Committee, recommending improvements as necessary.
In addition to those duties set forth above, the Finance, Budget, and Audit Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any public accountant or public accounting firm employed by the Organization for the purpose of preparing or issuing an audit report or related work, and each such public accountant or public accounting firm shall report directly to the Committee. The Committee shall establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Organization regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Organization of concerns regarding questionable accounting, auditing or other financial matters.
6.4. Governance Committee. The Governance Committee shall be comprised of no fewer than three (3) nor more than eight (8) directors appointed by the Board President. The Board Vice President shall serve as the Chair of the Committee. The Governance Committee shall be responsible for oversight of the Board of Directors' governance activities and board development. The Committee shall undertake the following responsibilities:
(a) Nomination of directors, and at-large members of the Executive Committee;
(b) Orientation for new members of the Board;
(c) Ongoing Board development, leadership development, and self-assessment;
(d) Regular review of the Organization's bylaws to ensure compliance with law and suitability for the needs of the Organization, and preparation of proposed amendments to the bylaws and Articles of Incorporation when necessary and appropriate;
(e) Monitoring of compliance by the Board of Directors with applicable law and best practices for nonprofit organizations;
(f) Recommending and overseeing internal dispute resolution procedures for the Organization when necessary and appropriate;
(g) Making recommendations to the Board regarding the removal of Directors from the Board;
(h) Monitoring compliance by directors with the Organization's conflict of interest policy, reviewing disclosure statements submitted by directors, and reporting any conflicts of interest to the full Board of Directors for further action in accordance with the policy;
(i) Recommending and overseeing procedures for the evaluation of the job performance of the Executive Director of the Organization and, as necessary, for succession planning for the Executive Director.
6.5. Nominating Committee. The committee shall consist of five members, including the Immediate Past-President, at least one international representative from the Board of Directors, and three others who will serve rotating three year terms. One of the three rotating members shall be selected from Past Presidents of ITEA, and one shall be an amateur member of the organization. At least one member of the committee shall be a euphoniumist. The immediate Past-President shall serve as Chair of the committee.
6.6 Conference Committee. The conference committee shall consist of four members. Three of the members serve on a rotating basis for a six-year period. Committee members will be staggered so that there will be a new member every two years. The Committee will assist the international conference host with various duties associated with the conference. (Reviewing proposals, creating schedules, logistical details, program book, etc.) The fourth member of this committee will be the treasurer of ITEA and will serve the sole purpose of overseeing the finances of the international conference.
The Committee shall undertake the following responsibilities:
6.7 Publications Committee. The committee shall consist of three members: the editor of the ITEA Journal, the webmaster, the social media coordinator, and other members at the discretion of the President. The President of ITEA will serve in an ex-officio capacity per policy stated elsewhere in these by-laws. The chair of the committee will be determined internally by the members of the committee.
The Committee shall undertake the following responsibilities:
AFFILIATES AND CHAPTERS OF THE ORGANIZATION
7.1 Purpose; Standards for Organization. The Organization may encourage and assist the formation of regional chapters for the purposes of more frequent meetings of members, more widely varied activities of the Association between national meetings, and to foster and encourage musical performances by the members. The chapter will secure the services of a sponsor who is an active member of the Organization. All members of the chapter will become members of the parent organization. An official certificate of the chapter charter will be issued by the Executive Director upon payment of the chapter origination fee. Regional chapters may establish their own dues and procedures as desired. An annual report will be submitted by each established chapter to the regional chapter coordinator who in return, will forward all reports to the Executive Director. The Board shall delegate to a committee the review of affiliate and chapter status on an annual basis. The Board of Directors shall recognize affiliates and chapters conforming to such standards, and such affiliates and chapters shall be permitted to use the name "International Tuba-Euphonium Association" or "ITEA [name of state, region or affiliation]", other licensed trademarks, and intellectual property of the Organization in connection with their organization in accordance with the Organization's policies governing the use of such marks and property.
CONTRACTS, CHECKS, AND DEPOSITS
8.1. Contracts. The Executive Committee of the Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances.
8.2. Checks, Drafts, and Notes. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by the officer or officers, agent or agents of the Organization and in the manner determined by resolution of the Executive Committee of the Board of Directors. In the absence of a determination by the Executive Committee of the Board of Directors, those instruments shall be signed by the Executive Director of the Organization.
8.3. Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in those banks, trust companies, or other depositories selected by the Executive Committee of the Board of Directors.
8.4. Philanthropic Income Philanthropy in support of the Organization is encouraged, solicited and maintained by the International Tuba Euphonium Foundation (the “Foundation”), an Arizona non-profit corporation. The Organization does not solicit philanthropic gifts except through the Foundation. Unsolicited gifts given directly to the Organization, and which will be disbursed for designated purposes within 60 days of receipt, will be retained on the books of the Organization. All other gifts, bequests, devises, and endowments will be conveyed to the Foundation, together with all known information about the donors and any terms or restrictions communicated by the donors, to be managed pursuant to its bylaws and policies for the benefit of the Organization.
9.1 Fiscal Year. The fiscal year of the Organization shall be from July 1st of each year to June 30th of the next.
BOOKS AND RECORDS
10.1. Books and Records. The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, and all committees, and shall keep at the principal office of the Organization a record of the names and addresses of the directors. All books and records of the Organization may be inspected by any director at any reasonable time.
11.1. Indemnification. The Organization shall indemnify directors, officers, employees, or other agents of the Organization to the maximum extent permitted by applicable law.
CONFLICTS OF INTEREST
12.1. Loans. No loans shall be made by the Organization to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Organization for the amount of such loan until the repayment thereof.
12.2. Conflicts of Interest Policy. The Organization shall adopt and abide by a conflicts of interest policy to protect the Organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private financial interest of a director, officer or other disqualified person as defined by section 4958 of the Internal Revenue Code. The conflicts of interest policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations.
13.1. Adoption of Amendments. The power to alter, amend, or repeal the Bylaws of the Organization, or to adopt new bylaws, is vested in the Board of Directors. The affirmative vote of a majority of the directors of the entire Board shall be sufficient to effectuate such action. Any proposed alteration, amendment, or repeal of the bylaws shall require the provision of prior written notice of at least ten (10) days to each director, stating in particular the specific changes desired, before a vote may be taken. Amendments to the Bylaws of the International Tuba-Euphonium Association may be proposed by any member of the Association. The proposed amendment shall be submitted to the President for inclusion on the agenda of the next meeting of the Executive Committee of the Board of Directors.
14.1 Distribution of Assets Upon Dissolution. Upon dissolution of the corporation, the Executive Committee of the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to (and only to) one or more organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine.