1. to advance and promote research, English-language publications on Polish music;
2. to promote Polish music by any other means, including publications, concert activities, recordings and broadcast; and
3. to facilitate contacts between composers, scholars, and musicians who share interests in Polish music, its creation, performance and research. The Society for Polish Music, a not-for-profit corporation, is organized exclusively for educational or scientific purposes within the meaning of Section 501 c (3) of the U.S. Internal Revenue Code of 1986, as amended (or the coresponding provisions of any United States internal revenue law) pursuant to the provisions of the present Bylaws. The Society shall be operated exclusively for the object stated above.

1. Regular members shall be any persons who join the Society out of interest in its stated object (Article II). Upon joining the Society, the regular members shall present a recommendation by one of the current members of the Society. Granting of membership shall be approved by the Executive Committee, authorized to this action by the Society's Board of Directors.
2. Honorary members shall be individuals who have made outstanding contributions to furthering the Society's stated object of promoting and publicizing Polish music, and whom the Society wishes to honor. They shall be exempt from paying dues and shall continue to have all the rights and privileges of regular members. They shall be elected by a unanimous vote of the Board of Directors.

B. Annual Dues

1. The Society's annual dues for each class of membership, if any, and the one-time sum payable by life members, if any, shall be fixed by the Board of Directors and published on the Society's web site.
2. Dues, if any shall be decided upon by the Board of Directors, shall be payable on January 1, or on application for membership. Dues of new members shall be credited to the calendar year in which received, but new members joining after July 1 may request that their membership begin the following calendar year. Members in arrears at the end of the calendar year shall be removed from the membership rolls. After being removed from the rolls a person may rejoin the Society at any time without penalty.

1. The regular members of the Board shall be scholars, composers, or musicians, who have made notable contributions to the stated object of the Society. Regular members of the Board shall serve terms of four years.
2. The President shall be an ex officio member of the Board with a vote.

B. The Board shall elect a Secretary from past or present regular members of the Board for a term of four years. A Board Secretary may be elected to succeed himself or herself and shall, if not currently an elected member of the Board, serve as an ex officio member of the Board with a vote. The Board Secretary is charged with the coordination of all Board activities and publication of information about these activities.

ARTICLE V. OFFICERS

1. The President, except where otherwise directed by the Board of Directors, shall be the chief executive officer of the Society. He or she shall preside at all meetings of the Board members, whether conducted by electronically, or in person. He or she shall have the general management of the affairs of the Society and shall have the power to enforce all orders and resolutions passed by the members or Directors. He or she shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Society, when, as and if authorized by the Board of Directors. Subject to the approval of the Board of Directors, he or she shall affix the seal of the Society to any instrument requiring it when authorized by the Board, and when so affixed it shall be attested by the signature of the Treasurer or Secretary. He or she shall perform all duties incidental to his or her office and such other duties as may from time to time be delegated by the Board of Directors.
2. The Vice-President, during the absence, incapacity or disability of the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the duties of and restrictions upon the President. In the event that the office of the President becomes vacant before the conclusion of his or her term, the Vice-President shall succeed to that office. The Vice-President shall also have such other powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
3. The past President shall serve in the two years following his or her own term as President as a member of the Board of Directors, as counselor to the new President and members of the Board.
4. The President-elect shall serve in the two years preceding his or her own term as President as a member of the Board of Directors in order to acquaint himself or herself with the business of the Society.
5. The Treasurer shall have the care and custody of all the funds and securities of the Society and shall deposit the same in the name of the Society in such bank or trust company as the Board of Directors may select. He or she or, with the approval of the Board of Directors, the Executive Director, shall sign all checks, drafts, notes and orders for the payment of money and shall pay out and dispose of the same when, as and if authorized to do so by the Board of Directors and shall keep full and accurate accounts of receipts and disbursements in the books of the Society. He or she or, with the approval of the Board of Directors, the Executive Director, shall render to the President and Directors whenever they may require an account of all transactions and of the financial condition of the Society. The Treasurer or, with the approval of the Board of Directors, the Executive Director shall prepare the annual budget of the Society for approval by the Board of Directors, and shall dispose of funds only as provided by the budget or as otherwise authorized by the Board of Directors. Checks amounting to more than $1,000.00 shall be signed by the Treasurer and countersigned by any other officer. The Treasurer shall be bonded at the expense of the Society in an amount to be determined by the Board of Directors.
6. The Secretary shall attend to such correspondence as may be assigned to him or her, perform all the other duties incidental to his or her office, and keep the minutes of the business meetings of members and of meetings of the Board of Directors. He or she shall attend to the giving and serving of all notices on behalf of the Society and shall have charge of such books, records and papers of the Society as the Directors may direct. The Secretary shall also administer by-mail elections and balloting.
7. Terms of Office. Officers shall serve terms of four years, except that the President shall serve two years as President-elect before his or her four-year term as President begins and two years as past President after his or her term is concluded. The President's term shall be concurrent with that of the Vice-President and Treasurer and with the successive two-year terms of the past President and the President-elect. The term of officers shall begin at the first session of the Board of Directors in a given calendar year. Any office vacated in the course of a term, aside from the President's, may be filled by the Board of Directors until the next term begins.
8. Nominations and Elections. The Board of Directors shall present to the members every second year a slate of candidates drawn from present or past regular members of the Society, acting on proposals by the nominating committee appointed by the Board of Directors, except that the Board of Directors may by a two-thirds vote decide to present only one candidate for the post of Treasurer and one for the post of Secretary, provided the candidate has already served at least one term in the same post. Officers shall be elected by a majority vote cast in sealed envelopes. The name and address of the voter must be affixed in the upper left hand corner of the envelope, by which means the status of the voter will be verified against the membership rolls. The ballot may or may not be signed but must be received by the Secretary no later than two weeks before the annual meeting of the Society. The President shall appoint a teller who, together with the Secretary, shall tally the election returns, and together they shall attest the results of the election in a report to the Board of Directors. In the case of a tie the deciding vote shall be cast by the Board of Directors.

1. An Executive Director, and such persons as may be required to assist the Executive Director, may be appointed by the Board of Directors to provide administrative management to the Society. The terms of office and other conditions of these appointments shall be as the Board of Directors may determine. The Executive Director shall be an ex officio member of the Board of Directors without vote. The Board of Directors may, in its sole discretion, from time to time, authorize and empower the Executive Director to sign contracts on behalf of and binding the Society, and may at any time, in its sole discretion, withdraw or terminate such authorization once given.
2. All persons appointed according to the terms of this Article shall receive such compensation as the Board of Directors may determine.

1. Officers and Directors, the Executive Director, and other persons appointed by the Society shall be entitled to indemnification, as provided by law or by such procedures, not inconsistent with law, as the Board may adopt from time to time, in the defense of any civil or criminal action or proceeding arising by reason of the fact that such person is or was serving in said office or position.
2. Other persons who are carrying out or have carried out official Society business or who are or have been agents of the Society may be indemnified on such terms and conditions as the Board of Directors, in its sole discretion, may approve from time to time.

B. Standing committees shall be Executive, Publications, Finance, Nominating Committees.

1. Any three officers of the Society shall constitute an Executive Committee to conduct any urgent business of the Society between meetings of the Board of Directors.
2. The Publications Committee shall make recommendations to the Board of Directors for special publications as authorized by the Board of Directors; it shall assign editorial responsibility, and shall collaborate in the execution of all business in connection with their manufacture and distribution.
3. The Finance Committee shall consist of three members: the President, the Treasurer, who shall chair the committee, and the Executive Director or other person appointed by the Board of Directors. The Finance Committee shall be charged with the management of the Society's funds and such other capital accounts and financial affairs as the Board of Directors may authorize.
4. The Nominating Committee shall be appointed by the Board of Directors. It shall submit to the Board the names of suitable candidates to stand for election to the Board. It shall consist of three members.

D. With the approval of the Board of Directors, the President may remove or add members to all the committees.

ARTICLE VII. OFFICIAL PUBLICATIONS

• the web site "polish-music.org," with the Members' Directory; and
• such publications as are controlled by the Board of Directors and the Publications Committee.

ARTICLE VIII. FISCAL YEAR

ARTICLE IX. AMENDMENTS

ARTICLE X. DISSOLUTION

ARTICLE XI. RULES

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