Proposed Amendments to the AMS By-Laws

The AMS’s gradual evolution from a small group of amateurs to a large, professionally managed organization has entailed significant changes in operating procedures. Our By-Laws, the legally binding rules under which the society operates, must describe accurately how the society conducts its work, but they have fallen out of date. The changes we propose below both update the By-Laws to align with current practices and describe changes that we believe will improve our responsiveness to our constituents. In preparing these recommendations, we consulted the By-Laws of other scholarly societies and made sure that our proposals comply with the laws of New York State, where the AMS is incorporated.

The Board of Directors proposes to update Articles V and VI, which describe the role of Officers and Directors-at-Large. Our proposed changes serve three main purposes:

• Describing the roles of AMS officers and board members as they are now carried out.
  The responsibilities of the society’s officers have changed as the society has grown. In particular, as the complexity of our programs and investments has increased, the Executive Director and office staff have taken on tasks that were originally handled by the Secretary and Treasurer. For instance, the Secretary no longer conducts elections using paper ballots, and the Treasurer no longer signs every check. Our proposed updates describe these roles more simply and accurately.
• Adding procedures by which board members may resign or be removed.
  It is important to have clear language in our By-Laws about conditions under which members of the Board of Directors might resign or be removed. Our prior By-Laws had such a procedure only for the Treasurer; we propose to add procedures covering all officers and board members. These proposals reflect practices currently in place in other scholarly societies and comply with the laws of New York State. This language empowers the membership and the board to remove directors and officers who do not act in the Society’s interests, while ensuring that only the membership can remove an elected officer.
• Increasing the professional diversity of the Board by adding appointed Directors-at-Large.
  We believe the AMS can better serve its professionally diverse membership by increasing the professional diversity of the board. Despite years of attempts to diversify, the board has predominantly included people working as tenure-line faculty in academic institutions. To better serve all AMS constituencies—including those who are contingently employed or working outside the professoriate—and to add professional expertise from a variety of fields such as law, the music industry or public musicology, we propose to add up to three appointed Directors-at-Large to the board. Adding a small number of appointed board members is a usual practice in the non-profit sector and has become increasingly common among professional societies like ours.

Keeping the By-Laws updated to match the needs of an evolving AMS will be an ongoing process. In the coming year we hope to undertake a careful review of other articles of the By-Laws to ensure that the AMS continues to serve its members as they advance research, learning, and teaching in music.

Sincerely yours,

Charles Hiroshi Garrett, Director-at-Large
Danielle Fosler-Lussier, Vice President