Bylaw Committee Meeting, 21 September 2002

The Bylaw Committee met on Saturday, September 21, 2002, 1:05 p.m., at the office of the Local, 2725 Hollywood Boulevard.  Present: Chairman Jeff Apana, Katrenna Johnson, Tony Toran, and Scott Whitney.

The minutes of the September 14^th meeting were distributed to committee members by email.  Chairman Apana corrected the minutes to show that the recommended revision of Article III of the Articles of Incorporation reads as follows:

“The membership of this corporation shall consist of all performers on musical instruments of any kind and vocalists, or other individuals who render musical services of any kind for pay any person of good moral character and repute, sixteen years of age or over, who follows music as a profession, or who cultivates the art as an amateur, providing such applicant is a citizen of the United States or Canada, or an alien eligible for employment has declared intentions of becoming such by filing of naturalization papers, and further provided such applicant has complied with all the provisions of the By Laws, both of Local 655 and of the American Federation of Musicians, relating to membership.”

The minutes were then approved as corrected.

Chairman Apana reported that the International Representative has reviewed the changes made by the Bylaw Committee so far.  The International Representative found no conflicts with Federation Bylaws, and he complimented the concise writing of the committee.

Continuing with Bylaw Draft #4, Article VII - Officers

A motion by Chairman Apana to strike “Executive Board members” and insert “Directors” in Article VII, Section 1., (also in upcoming proposed Article VII, Section 3., (a), 4.) was adopted by unanimous consent.

Duties of the President

Scott Whitney moved to substitute for Article VII, Section 2., (a), 1., the following: “Preside at all membership meetings, and all Executive Board meetings.”  A motion by Chairman Apana to amend by striking “meetings” and “all” was adopted by unanimous consent.  The substitute was then adopted as amended by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (a), 2., the following:  “Serve as the Chief Executive Officer, and the Chief Administrative Officer of the Local.”  A motion by Chairman Apana to amend by striking “, and the Chief Administrative Officer” was adopted by unanimous consent. The substitute was then adopted as amended by unanimous consent.  Later, Katrenna Johnson pointed out that the AFM bylaws use the phrase “… the Chief Executive Officer, and the Chief Administrative Officer…”.   She suggested leaving in “, and the Chief Administrative Officer” in order to conform with AFM bylaws.  After discussion, it was decided Chairman Apana would ask the opinion of the International Representative.

Article VII, Section 2., (a), 3., was moved to a subsection under “Duties of Officers” by unanimous consent.

A motion by Scott Whitney to strike Article VII, Section 2, (a), 5., was adopted by unanimous consent.

Article VII, Section 2., (a), 6., was moved to the “Delegates” section by unanimous consent.

A motion by Chairman Apana to strike, “and shall visit places in the jurisdiction where musicians are performing.  The wages for such business agents and other personnel shall be determined by the Executive Board.” from Article VII, Section 2., (a), 7., was adopted by unanimous consent.

Chairman Apana moved to add after Article VII, Section 2., (a), 7., the following duty of the President:  “Visit places in the jurisdiction where musicians are performing.”  Chairman Apana to ask the President’s preference regarding adding specific language to the bylaws allowing him to delegate this duty to a business agent.

A motion by Scott Whitney to amend Article VII, Section 2., (a), 8., by striking “act” and inserting “serve” was adopted by unanimous consent.

A motion by Tony Toran to strike Article VII, Section 2., (a), 9., was adopted by unanimous consent.

Article VII, Section 2., (a), 10. was moved to a subsection under “Duties of Officers” by unanimous consent.

Article VII, Section 2., (a), 11 was moved to the “Wages” section by unanimous consent.

Tony Toran moved to substitute for Article VII, Section 2., (a), 12., the following:  “Communicate at least monthly during the orchestra’s season with the committees of each orchestra having a collective bargaining agreement with the Local.”  The motion was adopted by unanimous consent.

Scott Whitney moved to add to the President’s duties the following:  “Have the authority to call special meetings of the Executive Board.  The President shall set the date, time and place of the special meeting.”  A motion by Chairman Apana to designate it as Article VII, Section 2., (a), 2., was adopted by unanimous consent.  The duty was then added by unanimous consent.

Duties of the Vice President

A motion by Scott Whitney to amend Article VII, Section 2., (b), 1. by striking “Perform” and inserting “Assume” was adopted by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (b), 2., the following:  “In the case of a vacancy in the office of President, fill that office for the remainder of the term.”  After discussion, a motion by Scott Whitney to amend by striking “for the remainder of the term” and inserting “until a special membership meeting can be called to fill the vacancy” was adopted.  The substitute was then adopted as amended.

A motion by Chairman Apana to strike Article VII, Section 2., (b), 3., was adopted by unanimous consent.

Article VII, Section 2., (b), 5., was moved to the “Delegates” section by unanimous consent.

Article VII, Section 2., (b), 6., was moved to the “Wages” section by unanimous consent.

 Duties of the Secretary/Treasurer

Article VII, Section 2., (c), 5., was moved to the “Wages” section by unanimous consent.

Article VII, Section 2., (c), 7., was moved to the “Delegates” section by unanimous consent.

After additions and amendments, the duties of the Secretary/Treasurer (Article VII, Section 2., (c)) were adopted as follows:

1. Be custodian of all funds of the Local.

2. Collect membership dues, fees and assessments.

3. Prepare and file all reports required by the Federation and government authorities.

4. Keep accurate records of receipts and disbursements, and pay bills when due.

5. Make a treasurer’s report at each membership meeting, and each Executive Board meeting of the Local.

6. Prepare a proposed annual budget, for adoption by the Executive Board, prior to the beginning of each fiscal year.

7. Prepare an annual financial report for audit, as approved by the Executive Board.

8. Record the proceedings of the meetings of the Local, and handle the correspondence of the Local as requested by the President.

9. Maintain a current membership roll.

10. Be custodian of all the records of the Local, except those assigned to others.

11. Publish and distribute the Local’s newsletter.

12. Publish and distribute the Local’s bylaws.

13. Publish and make available the Local’s membership directory and wage scales.

14. Have the authority to hire an assistant with the approval of the Executive Board.  

Duties of the Executive Board

Scott Whitney moved to substitute for Article VII, Section 2., (d), 1., the following:  “Meet at least eight times per calendar year.  The Executive Board shall set the date, time and place of regular board meetings.”  The motion was adopted by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (d), 2., three duties as follows: 

            “Approve all membership applications.”

            “Approve all disbursements of Local funds.”

            “Approve all financial accounts of the Local.”

The motion was adopted by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (d), 3., the following: “Have the authority to fill vacancies in any office except the office of President.”  A motion by Chairman Apana to amend by striking “except the office of President” and inserting “until a special membership meeting can be called to fill the vacancy” was adopted by unanimous consent.  The substitute was then adopted as amended by unanimous consent.

Article VII, Section 2., (d), 8., was moved to the “Wages” section by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (d), 9., the following:  “Have the authority to vacate a Director’s office if that member is absent for more than three Executive Board meetings per calendar year, except absences due to illness, vacation, or absences excused by the President.”  A motion by Chairman Apana to amend by striking “Executive Board member’s” and inserting “Director’s”; to strike “three” and insert “two”; and to strike “vacation” was adopted by unanimous consent.  The substitute was then adopted as amended.

Article VII, Section 2., (d), 10., was moved to the “Delegates” section by unanimous consent.

Scott Whitney moved to substitute for Article VII, Section 2., (d), 11., the following:  “Approve an annual budget before the beginning of each fiscal year; audit the annual report of the Secretary/Treasurer at the end of each fiscal year.”  A motion by Chairman Apana to amend by striking “audit the annual report of the Secretary/Treasurer at the end of each fiscal year” and inserting “approve the audit of the annual report of the Secretary/Treasurer” was adopted by unanimous consent.  The substitute was then adopted as amended.

Scott Whitney moved to substitute for Article VII, Section 2., (d)., 12., the following:  “Designate each Executive Board member to serve as chair of at least one standing committee.”  After discussion, the substitute was amended by inserting “except the President” after “Executive Board member.”  The substitute was then adopted as amended.

Chairman Apana moved to amend Article VII, Section 2., (e), by striking “Officers” and inserting “The President, Vice President, and Secretary/Treasurer”; and by inserting “written” before “monthly.”  The motion was adopted by unanimous consent.

Scott Whitney moved to add to Article VII, Section 2., “(f) Officers shall deliver to their successors all materials pertaining to their offices within 3 days after the installation of their successors.”  After discussion, it was amended by striking “within” and inserting “no more than”; and by striking “of” and inserting “after.”  The additional duty was then adopted as amended.

A motion by Scott Whitney to add to Article VII, Section 2., “(g) The President and the Secretary/Treasurer shall be the signatories to the Local’s financial accounts.  The two signatures shall be required on the Local’s checks and all other disbursements of Local funds.” was adopted by unanimous consent.

The Bylaw Committee will continue with Article VII, Section 3 at the next meeting.

The next meeting of the Bylaw Committee is Thursday, September 26^th, 3:00 p.m.

The meeting adjourned at  4:25 p.m.