International Alliance for Women in Music
Below are the Organizational Structure and By-laws of the IAWM
The International Alliance for Women in Music is a tax-exempt, non-profit organization under section 501(c)3 of the Internal Revenue Code, incorporated in the State of Delaware.
Article I. Principal Office
- The principal office of INTERNATIONAL ALLIANCE FOR WOMEN IN MUSIC, INC. (hereinafter called the “Corporation”) is be located in the United States, as designated by the Board of Directors, with regional additional offices as may from time to time be established.
- Mission Statement: The International Alliance for Women in Music fosters and encourages the activities of women in music.
- Legal Structure: The International Alliance for Women in Music is a tax-exempt, non- profit organization under section 501(c)3 of the Internal Revenue Code, incorporated in the State of Delaware.
- Membership is granted by filling out an IAWM membership form, and in support of the organization, maintaining that dues are kept in good standing.
Article II. Board of Directors
Section 1. Number and Election.
- Applicants must be a member of IAWM to be elected to the Board of Directors.
- There will be a minimum of nine (9) members of the Board of The number of Directors may be increased or decreased by amendment to these By-Laws if approved by a majority of the Directors then in office; provided that the number of Directors never falls below nine, (9) and never above 24, unless voted upon by the current members of the Board.
- Each of the Directors is to be elected by a majority of the votes cast by the general membership of IAWM, with a term of three years, with the possibility of re-election. No Board member can serve more than two consecutive terms without rotating off the Board for at least one year, except in the case of auto-renewal of Board terms.
- As an international organization, it is the goal of the Corporation that the Board contain representatives from geographically diverse regions. At least one Director will reside outside the United States. If any election results inthere not being at least one director residing outside the United States, the President will appoint a special international liaison to serve on the board for a period of one year until the next election. Names of qualified and willing candidates for consideration by the Nominating Committee may be called for from the general membership (including self-nomination).
Section 2. Meetings
- At least one annual meeting of the Board of Directors will be held. Additional meetings of the Board may be held when called by the President or Vice President or at such time and place determined by a resolution of amajority of the Board.
- Quorum and Voting: At any meeting of the Board of Directors, one-third of the Directors in office is necessaryand sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, will be sufficient to take or authorize action upon any matter which may come before the meeting, unless the concurrence of a greater proportion is required for such action by statute. If, at any meeting of the Board of Directors, there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum shall be present. At any adjourned meeting at which a quorum was present, business may be transacted in continuation of the meeting originally notified.
- Action Without Meeting and Voting: Any action required or permitted to be taken at a meeting of the Board ofDirectors may be taken without a meeting, if a consent in writing or by electronic means setting forth such action isagreed to by a majority of Directors, and such consent is filed with the minutes of proceedings of the Board on any proposed resolutions except those for which such Action Without Meeting is prohibited by the By-laws.
- A proposed resolution should be emailed to IAWM’s Board of Directors 3 days prior to a designated vote. A timeframe of 10 days is given for voting for action on a given A majority of the votes cast by the end (EST) of the 10th day will be sufficient to authorize action upon any matter which has met the requirements of theby-laws. The President, Vice-President or Treasurer may call an emergency vote to be resolved within 3 days providing that a quorum of votes is met.
Section 3. Powers and Duties
The Board of Directors will control and manage of the affairs and property of the Corporation. The Directors may delegate certain of their duties to the officers of the Corporation, but such delegation shall not relieve the Board ofDirectors.
Section 4. Resignation and Removal of Directors
Any Director or member of a committee may resign at any time. Such resignation will be made in writing and takeeffect at the time specified, or if no time is specified, at the time of its acceptance by the President. The acceptance of a resignation will not be necessary to make it effective. Directors may be removed, without cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes cast at such meeting.
Section 5. Compensation and Reimbursement
Directors and members of any committee of the Board of Directors will not be entitled to compensation for their services as Directors or committee members; provided that the foregoing does not prevent a Director or committee member from serving the Corporation in any other capacity and receiving reasonable compensation for such other services. Directors and members of any committee of the Board of Directors may be reimbursed for any reasonableexpenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.
Article III. Officers
Section 1. Officers Specified
The Board of Directors will elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer. The Board may also, in its sole discretion, appoint additional officers. Two or more offices, except that of President and Treasurer, may be held by the same person, but no officer will execute, acknowledge, or verify any instrument in more than one capacity.
Section 2. Term of Office
Each of the officers will be elected by the Board and shall serve for a recommended period of three years, with automatic renewal of the Board term, as needed to complete the term of office.
Section 3. Removal of Officers
Any officer may be removed from office, without cause, at any time by the affirmative vote of a majority of the Board of Directors. Such removal will not prejudice the contractual rights, if any, of the person so removed.
Section 4. Duties and Powers
- President: The President will be the Chair of the Board of Directors and the Chief Executive Officer of the Corporation. It will be the duty of the President to have general and active management and supervision of the activities of the Corporation, to perform all other duties which are incidental to the office of President, and to perform such other duties as the Board of Directors may from time to time prescribe.
- Vice-President, or if there be more than one, the Vice-Presidents in the order determined by the Board of Directors, to perform the duties and exercise the powers of the President in the absence or disability of the President, and to perform other duties as the Board may from time to time prescribe.
- Secretary: It will be the duty of the Secretary to attend and keep the minutes of all meetings of the Board of Directors, to issue or cause to be issued proper notices of all meetings of the Board of Directors, to perform all other duties which are incident to the office of Secretary, and to perform such other duties as the Board or the President may from time to time prescribe.
- Treasurer: It will be the duty of the Treasurer to collect all monies due the Corporation and to have custody of the funds of the Corporation and to place the same in depositories approved by the Board of Directors. The Treasurer will approve payment of all bills against the Corporation; as well as record and submit to the Board of Directors a report of all receipts and disbursements and report of the financial condition of the Corporation. The Board may require an audit of financial documents by a firm of certified public accountants of its own selection. The treasurer will perform such other related duties as the Board or the President may from time to time prescribe.
Section 5. Conflict of Interest:
Board members are ineligible for IAWM calls in which there is a monetary award or grant. Concert and conference participation for those events using a blind submission review are eligible for board members as long as they are not part of the review process.
Article IV. Committees
Section 1. Executive Committee.
The Board of Directors may elect its Executive Committee to act in the name of and, subject to applicable law, with the full power of the Board during the intervals between meetings of the Board on any matters requiring action by the Directors. The Executive Committee will be composed of at least four (4) Board officers. (details on pg. 19) The Executive Committee will communicate with each other at least every six months in person or virtually.
Section 2. Other Committees.
The Board of Directors will appoint a Nominating Committee and may appoint one ormore other committees. Persons not on the Board of Directors may also serve on such committees.
Section 3. Procedures.
All committees appointed by the Board of Directors pursuant to this Article IV will serve at the pleasure of the Board. Each committee may make its own rules of procedure and will meet where and as provided by such rules, or by resolution of the Board of Directors. A majority will constitute a quorum, and in every case, the affirmative vote of a majority of all members of such committee will be necessary for the adoption of any resolution.
Article V. Fiscal Year
The fiscal year of the Corporation commences on the first day of January and ends on the thirty-first day of Decembereach year, unless otherwise provided by the Board of Directors.
Article VI. Amendments of the By-laws
“These By-laws may be amended, repealed, or altered, in whole or in part, and additional Bylaws may be adopted byan affirmative vote of two-thirds of the Board of Directors at a meeting of action, called with at least 10-days’ notice”
Article VII. Dissolution
If the Corporation should in the future dissolve, all assets are to be turned over to another nonprofit organization at thediscretion of the Board of Directors.
The International Alliance for Women in Music was formed on January 1, 1995 through the merger of the International Congress for Women in Music, the American Women Composers and the International League of Women Composers.
- International Congress on Women in Music was founded in 1979 by Jeannie Pool to form an organizational basis for women-in music conferences and meetings. The Congresses continue today. The ICWM Newsletter was replaced by the ILWC Journal in 1990 after the merger of the organizations. The Library of the ICWM is now housed at theInternational Institute for the Study of Women in music located at the California State University, Northridge.
- International League of Women Composers was founded in 1975 by Nancy Van de Vate to create and expand opportunities for women composers of serious music. The Search for New Music, was begun by the League; it sponsored various broadcast series, a directory of the composers and their works and established an electronic communications network and ftp site for women-in-music materials..
- American Women Composers (AWC) was founded in 1976 by Tommie E. Carl to promote music by women composers. The AWC News/Forum will become the IAWM’s Scholarly Journal. The AWC’s many projects included recordings of music by women), and concerts at prestigious venues. and the formation of a score and tape library of member’s works.