ARTICLE VII THE PRESIDENT SECTION 1. Powers of president. The president shall be the chief executive officer of the society. He shall preside at all meetings of the board of directors. He shall have general supervision over the business affairs and property of the society and over its several officers. He shall see that all orders and resolutions of the board of directors and of the society are carried into effect and he shall sign all contracts and agreements authorized by the board of directors, unless the board shall otherwise direct. The president shall submit to the board of directors as soon as may be after the close of each fiscal year, and to the members of each annual meeting a complete report of the operations of the society for the preceding year, and of the state of its affairs, making such recommendations as he thinks proper, and he shall from time to time report to the board of directors all matters within his knowledge which the interests of the members may require to be brought to its notice. The president shall be ex officio a member of all standing committees. ARTICLE VIII THE VICE PRESIDENT SECTION 1. Power of vice president.-The vice president shall have such powers and perform such duties as the board of directors may from time to time prescribe, and perform such other duties as may be prescribed in these by-laws. In case of the absence of the president or his inability to act, the vice president shall discharge the duties of the president. ARTICLE IX THE TREASURER SECTION 1. Duties of treasurer.-The treasurer shall have charge of the funds, securities, receipts, and disbursements of the society. He shall deposit all moneys and other valuable effects in the name and to the credit of the society in such depositaries as the board of directors may from time to time designate. He shall disburse the funds of the society as may be ordered by the board by checks or drafts upon the authorized depositaries of the society, signed by the president or vice president and countersigned by himself or an assistant treasurer. He shall take and preserve proper vouchers for all moneys disbursed. He shall render to the president or to the directors, at the regular meetings of the board, whenever the president or said board shall require him to do so, and at every annual meeting of the society on account of the financial conditions of the society and of all of his transactions as treasurer; and as soon as may be after the close of each fiscal year he shall make and submit to the board of directors a like report for each fiscal year. He shall keep at the principal office of the society full and correct books of account of all its business and transactions. He shall give to the society a bond in such a sum as the board of directors may from time to time designate conditioned for the faithful performance of the duties of his office and the restoration to the society at the expiration of the term of his office or in case of his death, resignation, or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the society. In the absence of the treasurer or his inability to act, the assistant treasurer shall perform all the duties of the treasurer. The treasurer shall pay no bills unless they are properly certified by the officer or committee authorized by the board of directors to make the expenditures. The books and accounts of the society shall be audited monthly in such manner as the board of directors may order. SEC. 2. Suspension for nonpayment.-Any member who shall fail to pay his dues, fines, or any assessment for two months after the same becomes payable shall be reported by the treasurer to the board of directors, and the board may, after notice to the delinquent, strike his name from the roll of members, or in its discretion, upon payment of all arrears to date, excuse the default. ARTICLE X THE SECRETARY SECTION 1. Duties of secretary.-The secretary shall be ex-officio secretary of the board of directors and of all standing committees. He shall record all the votes and proceedings of the meetings of the society, and of the board of directors, and of all committees, in a book or books. He shall record all the votes and proceedings of the meetings of the society, and when authorized by the board of directors he shall affix such seal to any instrument requiring the same. He shall countersign all contracts and agreements signed by the President. The seal of the society, so affixed, shall always be attested by the signature of the secretary, or an assistant secretary. He shall give notice of all meetings of the society, and of the directors, and of all committees, and of all calls for assessments to be paid by the members. The secretary shall also have such other powers and perform such other duties as pertain to his office, or as the board of directors may from time to time prescribe. In the absence of the secretary or his inability to act, the assistant secretary shall have all the foregoing duties. ARTICLE XI THE COUNSEL The counsel shall be the legal adviser of the society, the board and the various committees. He shall have supervision of all matters involving legal questions, and shall appear for the society in all actions or proceedings. ARTICLE XII In case of the absence of the president, a vice president, the secretary, the treasurer or assistant treasurer, or in case of the suspension of any such officer pending his trial on charges, the board may delegate his powers and duties to any other officer, or to any director for the time being. ARTICLE XIII ORDER OF BUSINESS-DIRECTORS' MEETINGS The order of business at the meetings of the board shall be as follows: 1. A quorum of 13 members being present, the president shall call the board to order. 2. The minutes of the last meeting shall be read and considered as approved, if there be no amendments. 3. Reports of officers of the society. 4. Reports of committees. 5. Unfinished business. ARTICLE XIV STANDING COMMITTEE SECTION 1. Finance committee.-There shall be a finance committee of three directors appointed by the president, who shall attend to and supervise all the fiscal operations of the society to the extent and in the manner directed by the board, and this or such other committee as may be appointed by the president shall examine all accounts of the society at the close of each fiscal year and at such other times as may be deemed necessary, and report thereon. SEC. 2. Administrative committee. The president may also appoint an administrative committee from the members (to which committee the members of the board shall be eligible), who shall advise with and aid the officers of the society in all matters concerning its interest and the management of its business and generally perform such duties and exercise such powers as may be prescribed or delegated by the board of directors from time to time. This committee shall consist of such number as the president shall from time to time see fit. SEC. 3. Membership committee. The president shall appoint a membership committee consisting of three directors who shall pass upon the applications filed with the committee and shall verify the statements therein contained, and may require of each applicant additional proof of eligibility to membership. SEC. 4. Complaint committee.-The complaint committee shall consist of three members of the board appointed by the president. Any member against whom a complaint is made before this committee of violation of the articles of association, the by-laws or any resolution of the society, or of the board of directors regulating the conduct of the members, or of any conduct or proceeding inconsistent with the articles of association, or of misconduct, fraud, fraudulent acts or acts derogatory to the welfare of or prejudicial to the society, shall be notified thereof, and if he desires he shall be heard in his defense, and shall be afforded an opportunity to examine all charges, papers, and evidence submitted to the committee, and to make answer thereto. The committee shall have power to make rules respecting hearings upon such complaints. Proceedings before the committee shall be confidential, and shall be disclosed only as the directors order, after the proceedings have been reported to them. Should the circumstances warrant, the complaint shall be referred to the board of directors with all evidence taken before the committee, and the board, after investigating said charges, shall summon before it the accused member where he shall have an opportunity to be again heard in person before final action in the case, and, if in the opinion of the board, the charge or charges against said accused member be substantiated, it may by a vote if not less than two-thirds of the entire board, censure, fine, suspend, or expel said member, and the decision of the board of directors shall be conclusive and final. SEC. 5. Term of committee.-All standing committees, except the administrative committee, shall be appointed for the term of one year. SEC. 6. Classification committee.-There shall be two classification committees for the allotment of royalties-one for the classification of class A members and one for the classification of class B members. The classification committee for the class A members shall consist of the publisher members of the board of directors, and the classification committee for the class B members shall consist of the author and composer members of the board of directors. Each such committee shall meet not less than once in each quarter for the purpose of classifying the members over which it shall have jurisdiction. It shall be the duty of the classification committee to determine the status of each member of the society with respect to the share of the royalties to which he is entitled in the distribution of royalties directed to be made by the board of directors. Such committees, in fixing the status of a member, shall take into consideration the number, nature, and character of works composed, written or published by such member, the popularity and vogue of such works, the length of time in which the works of the member has been a part of the catalogue of the society and generally the prestige, reputation, qualifications, standing, and service which such member has rendered to the society. Such committee shall, before. any distribution of royalties is ordered by the board, review and revise the classification of the respective members, to the end that the allotment and apportionment of the royalties among the respective members shall be fair, just, and equitable to the entire membership. The classification committees shall create several classes, each such class to consist of a group of members having a like status; each member of such group to share equally in the distribution of royalties with the other members of such group. The committees shall diligently and industriously make due and proper investigation, before each distribution, of the members' standing and advance or reduce a member, as the case may be, from one class to another as the facts and circumstances may warrant, based upon the standards hereinabove set forth. APPEAL FROM CLASSIFICATION Any member, aggrieved by his classification may, after any distribution, file a protest in writing with the classification committee having jurisdiction over his classification. It shall be the duty of the classification committee to hear such member and to accept from him all papers in evidence submitted to the committee. The committee shall have the power to make rules respecting hearings upon such protests, with full power to appoint a subcommittee to investigate such protest. The committee shall make its decision within 30 days from the date of filing the protest. The member shall have the right to appeal from such decision to the board of directors by filing a notice of appeal in writing with the secretary of the society, in which case the protest, with all evidence taken before the com mittee shall be referred to the board of directors. The board, after investigating such protest, shall determine the classification of such member by a vote of not less than two-thirds of the directors present. The decision of the board of directors shall be conclusive and final. In case of a reclassification of a member, such reclassification shall not be retroactive but shall become effective on the succeeding distribution. SEC. 7. Relief committee.—(a) There shall be a relief committee of three directors, appointed by the President, consisting of one publisher, one author, and one composer, who shall investigate requests or applications for relief on behalf of a sick, infirm, needy, or deserving member or his widow, infant children or indigent parent. Upon the recommendation of such committee the board may direct the payment of such sum or sums as in its judgment will satisfy the immediate necessities of such person or persons, and to make advances from any royalties thereafter to accrue to the member, such advances to be repaid to the society by deducting the whole or any part thereof from any subsequent distributions awarded to such member. (b) The board of directors shall annually devote a part of the proceeds derived from its operations to the purpose of giving financial aid to members of the society, their widows, infant children or indigent parents. The giving of such assistance is optional and shall only be granted in cases of urgent necessity, and the society does not vouchsafe to its members the right to receive assistance. Any moneys paid out on account of relief must always be entered in the books of the society with a statement of the actual purpose for which they were disbursed, and not merely under the head of "Relief." ARTICLE XV SECTION 1. Apportionment of royalties.—All royalties and license fees collected by the society shall be divided quarterly among the respective composers, authors, and publishers of works (after creating a reserve fund set aside from moneys and securities now in the treasury, and after deducting all expenses of operation of the society and sums allotted to foreign affiliated societies), in the manner following-one-half to the class A members and one-half to the class B members jointly. SEC. 2. Reserve fund.-The board of directors, by a two-thirds vote of all those present, shall have the right to create and from time to time to add to the reserve fund, and may direct that a portion of the royalties as and when collected be placed in such reserve fund. SEC. 3. Uncliamed royalties.—Which have been apportioned and which have not been claimed by the owners shall remain in the general fund of the society for a period of six years. Three months prior to the expiration of said six years, notice shall be given to the parties lawfully entitled thereto, by registered mail, requiring them to receive said royalties within three months, and after the expiration of said three months, such royalties, if not claimed, shall become the absolute property of the society. ARTICLE XVI GENERAL POWERS AND DUTIES OF COMMITTEES SECTION 1. Quorum of committee.-A majority of each committee shall constitute a quorum thereof. SEC. 2. Meetings of committees.-Each committee, unless otherwise voted by the committee, shall meet at least monthly upon a date to be fixed by the committee, except during the months of July, August, and September. The secretary shall send notices of each meeting to the members thereof at least three days in advance of the meeting. SEC. 3. President to fill place of absent member of committee.-If any member of any committee is absent from two successive meetings without an excuse presented to the committee, his place may be declared vacant by the preisdent. SEC. 4. Minutes of committee. The standing committees shall keep regular minutes of their transactions and cause them to be recorded in a book kept in the office of the society for that purpose, and report the same to the board of directors at its regular meetings. ARTICLE XVII SFECIAL COMMITTEE Whenever any 25 members of the society shall certify to the board of directors that they desire the society to prosecute any matter within the scope of the society, the president shall appoint a special committee to investigate the matter and report to the board of directors with its opinion thereon whether it is advantageous and for the best interest of the society to undertake the prosecution of such matter. The board of directors shall carefully consider such report and a two-thirds vote of all the directors shall determine whether or not such posecution shall be undertaken. ARTICLE XVIII SECTION 1. The general meetings of the society shall be held annually during the first week of March. Special meetings may be called by the board of directors. SEC. 2. Business transacted at general meetings.--No business can be submitted to the general meeting unless it has been brought to the knowledge of the board of directors at least eight days in advance. The general meeting shall, however, be entitled in any event to lay aside any such business as it may consider inopportune. SEC. 3. Motion or resolution in writing.—Every motion or resolution which shall be made or offered at any meeting of the society shall at the request of the secretary, be reduced to writing and furnished to the Secretary before the question shall be put. ARTICLE XIX SECTION 1. Notices.--Whenever notice is required to be given to any member, such notice shall not be required to be given by personal service, but such notice shall be deemed to have been given from and at the time when said notice in writing shall have been deposited in the post office, or in any regular United States mailing box in the city of New York, inclosed in a postpaid wrapper, addressed to the member at his last known place of residence, as the same shall appear upon the books of the society, or if such address shall not appear upon the books of the society, then to such address as may appear in any directory of the municipality in which he may reside or do business. ARTICLE XX EXPULSION AND TERMINATION OF RIGHTS OF MEMPERSHIP SECTION 1. Suspension for cause.-Any member who is expelled by the board of directors, or who is dropped for the nonpayment of dues, fines, or assessments, shall thereupon lose and forfeit any and all interest, right or claim in, to or under the society, the property thereof, and the dues and assessments paid thereto. Upon expulsion, death, bankruptcy, insolvency, or other severance of membership in or connection with the society, all rights and interests of whatsoever character, sort or kind, to, of, in or concerning the society by virtue of such membership, shall instantly cease and be of no further force and effect. pulsion shall not relieve any member from his obligations to the society up to the date of such expulsion. Ex SEC. 2. Death of class B member.-On the death of any member in class B, his membership shall cease, and his rights shall not be transmitted to or devolve upon, any other person, by voluntary assignment, operation of law, legal proceedings, or otherwise, except that the board of directors may continue the payment of royalties to such of the heirs and next of kin as the board may deem needy, deserving, or entitled thereto, in accordance with the membership classification as revised from time to time by the classification committee. SEC. 3. Bankruptcy of member.—The board of directors shall have the right to suspend payments of royalties to any member in case of the filing of a petition in bankruptcy by or against him, and for the adjudication of such member a bankrupt, or the execution by such member of an assignment for the benefit of creditors, or the taking advantage by him of the insolvency laws of any State, Territory, or country, or the appointment of a receiver, trustee, or liquidator of the assets and property of the member, or the voluntary or involuntary dissolution of a member. |