TEXAS ORCHESTRA DIRECTORS ASSOCIATION CONSTITUTION

ARTICLE I. NAME

The name of this association shall be the TEXAS ORCHESTRA DIRECTORS ASSOCIATION.


ARTICLE II. PURPOSE

The purpose of this association shall be to promote the development of orchestras by providing for the professional growth of orchestra directors through annual sponsorship of new music reading sessions, clinics, workshops, and exhibits.


ARTICLE III. MEMBERSHIP

Upon paid dues as set by the Executive Board, membership in this association shall be classified as follows:

A. Active Membership
Must be actively engaged as a teacher, director or supervisor of orchestral music or desires to participate in the activities of this organization.

B. Student Membership
Must be enrolled as a full-time student (12+hours) in a music program at an accredited college or university.

C. Retired Membership
Must be retired from teaching, directing or supervising an educational or community orchestral organization.

D. Honorary Membership
By majority vote of the Executive Board, a person can be awarded honorary membership. The Orchestra Director of the Year and Past presidents of the association shall be recipients of a lifetime honorary membership and registration.

E. Business Membership
Any company, corporation or school affiliated organization wishing to exhibit at the convention.

F. Non Exhibitor Business Membership
Any company, corporation or school affiliated organization choosing not to exhibit at the convention, but wishes to send their employees to the convention.

ARTICLE IV. DUES AND FEES

Categories of membership and the dues and fees of this organization shall be set by the Board of Directors each year.

ARTICLE V. OFFICERS

The officers of this organization shall be elected from the active Texas membership of the association and shall consist of:

A. Immediate Past President
B. President
C. Vice-President /Treasurer
D. Secretary
E. Member-at-Large


ARTICLE VI. DUTIES OF THE OFFICERS

All serving Executive Board Officers shall be residents of Texas.
A. Each officer is responsible for the duties assigned per the Officers Handbook.
B. Each officer shall update said handbook by eight weeks following the convention.

ARTICLE VII. NOMINATIONS AND ELECTIONS OF OFFICERS

Nomination Procedure
The TODA Nominating Committee will recommend a slate of candidates to the board for approval. Once approved, candidates will be presented to the membership no later than four (4) weeks prior to the annual convention.

Election Procedure
A.    Election to office shall be by majority ballot of the active, student, and retired voting membership using an online ballot at the annual convention, prior to the annual business meeting.  
B.    New MAL shall be installed at the post-convention Executive Board meeting following their election. At this time, access will be provided to the Officers Handbook.

ARTICLE VIII. TERM OF OFFICE

A. With the adoption of this constitution, officers will hold office for the term of one year.
B. At the time of elections, the Immediate Past President will retire from office. The remainder of the officers will move up one step in the succession listed in Article V, and a new Member-at-Large will be elected.
C. If, for any reason, an officer does not complete his/her five year term, the remaining officers shall rotate into the next office as soon as practical. The exception to this rule is the possible vacating of the office of Immediate Past President, in which case the President may appoint (with the approval of the Board) an active member to carry out the duties of the office. A new officer (or officers) shall be elected at the next annual business meeting.

ARTICLE IX. BOARD OF DIRECTORS

A. The Immediate Past President, President, Vice-President/ Treasurer, Secretary, and Member-at-Large shall comprise the Board of Directors for TODA.
B. The Board of Directors will meet on the call of the President, at the time of the annual convention, at a Fall Meeting, at TMEA convention, and at a Spring planning meeting, and at such other times as may be necessary.
C. Upon a written request from three Board members, the President must call a special meeting of the Board of Directors within one month of receipt of the request.
D. It shall be the duty of the Board of Directors to formulate policies to sustain and perpetuate the Texas Orchestra Directors Association, to make plans for carrying out the ideals and purposes of the association, to provide for the general good and welfare of the membership, to transact such business as is referred to it by the association in the annual business meeting, and to appoint and enter into contract for the services of a paid Ex-Officio Executive Director.

ARTICLE X. IMPEACHMENT OF OFFICERS

A. If, in the written opinion of three members of the Board of Directors, an officer has failed to perform his/her duties in the manner expected by the association, said officer may be recommended for impeachment by a majority vote of the Board of Directors.
B. If the deficiency is not satisfactorily remedied or adequately explained, the Board may impeach that officer by a majority vote.
C. Any officer who is impeached or recommended for impeachment must be notified of the action by registered mail within fifteen days after action is taken. Without notification, the action becomes null and void.


ARTICLE XI. ANNUAL MEETING

A. The annual membership meeting shall be held each year during the clinic and convention and led by the Board of Directors.
B. Ten percent (10%) of current membership in good standing shall constitute a quorum for conducting and transacting the business of the association.

C. Business attended to at the annual meeting shall include:
    1. Call to order
    2. Reading of the minutes
3. Election of MAL
    4. Reading of communications
    5. Report of special committees
    6. Unfinished business
    7. New business
    8. Special Awards and Scholarships
    9. Adjournment

ARTICLE XII. AMENDMENTS

Proposed amendments to this constitution shall be presented to the Secretary in writing for review by the Board of Directors. Upon board approval of the amendment(s), the amendment(s) shall be presented to the membership for review.  An electronic/online vote will be conducted and the constitution will be amended if a majority of voters approve.

ARTICLE XIII. COMPULSORY REVIEW AND REVISION

In January of every odd year, a special committee of at least three past presidents with the immediate past president as chair, shall be appointed by the President. They shall review this constitution to recommend any revisions at the annual business meeting.


ARTICLE XIV. ANNUAL AUDIT

An annual audit of all financial records of the association, including those of the Treasurer and the Executive Director, shall be conducted by a certified public accountant no later than November 1 after the annual business meeting. The audit shall be submitted immediately to each member of the Board of Directors and shall be made available upon written request to any active member.


ARTICLE XV. DISSOLUTION

Upon the winding up and dissolution of this organization, after paying or adequately providing for the debts and obligations of the organizations, the remaining assets shall be distributed to a nonprofit fund, organization, or corporation which is organized and operated exclusively for charitable, education, and/or scientific purposes, and which has established its tax-exempt status under section 501(c)(3) of the Internal Revenue Code.


Submitted by 2023 Review: Aryc Lane, Sarah Lopes, Lamar Smith, Ellen Townley