I. Name, Nature, Fiscal Year, and Principal Office

The name of this organization shall be Music Theory Midwest (MTMW). It shall be a non-profit corporation under Chapter 317A of the corporate statutes of the state of Minnesota with a fiscal year of January 1- December 31.

The principal office of MTMW shall be located at the Department of Music, Carleton College, One North College Street, Northfield, Minnesota 55057. The corporation may have such other offices as the Board of Directors may determine from time to time.

II. Purposes and Activities

MTMW shall be organized for scholarly and educational purposes, as specified in Section 501 (c) (3) of the Internal Revenue Code. Its principal goal shall be to foster the discipline of music theory. MTMW will strive to disseminate information regarding all aspects of music theory through public forums, conferences, and publications. In these endeavors MTMW will encourage the highest standards in music theory research, creativity, and pedagogy. In support of these goals, MTMW will:

1. Organize annual conferences to be held at locations throughout the midwest, which may include the presentation of papers and panel discussions, the performance of music, and the exhibition of published materials; and
   
   
2. Perform other appropriate actions, such as publicizing MTMW activities, commissioning translations, and so on.

The activities of Music Theory Midwest shall not be pursued for profit nor constitute a business. No part of the earnings of MTMW shall be used for the benefit of any officer or employee of MTMW or any other individual, except as reasonable compensation for goods or services required by MTMW in pursuing its activities. No part of the activities of MTMW shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall MTMW participate in or financially contribute to any political campaign on behalf of or in opposition to any candidate for public office.

III. Management

An Executive Committee of officers constituted according to Bylaw IV and elected according to Bylaw V will operate MTMW. The Executive Committee will:

1. Call a business meeting at each annual conference;
2. Establish the agenda for the meeting;
3. Conduct elections of officers;
4. Set up and collect membership dues, and establish other fiscal policies;
5. Cause the Treasurer's accounts to be audited;
6. Supervise MTMW's publications;
7. Prepare reports for the membership; and
8. Generally oversee MTMW's welfare.

A majority of the Executive Committee shall constitute a quorum. Executive Committee members unable to vote in person may vote by mail, telephone, or other electronic means.

The President, Treasurer, and Secretary shall constitute the Board of Directors of Music Theory Midwest, Incorporated.

IV. The Structure of the Executive Committee

The Executive Committee shall consist of nine elected members-three officers (President, Treasurer, and Secretary), four area representatives ("areas" as defined below), and two student representatives, and shall be composed exclusively of music theorists who live, teach, or are engaged in theory studies in the Midwest as defined below. Students may not serve as officers or area representatives. The functions and duties of Executive Committee members are described below:

1. The President shall carry out the policies of the Executive Committee, and preside at all meetings of MTMW, the Executive Committee, and Board of Directors. The President shall appoint all standing committees, with the advice of the Executive Committee, and serve as a member ex officio of these committees. The President shall represent MTMW in its relations with other musical and scholarly organizations and agencies. The President shall discharge any other duties customarily associated with this office.
   
   
2. The Secretary shall carry on the work of MTMW under the direction of the President. The Secretary shall take the minutes of all meetings of MTMW, the Executive Committee, and Board of Directors. The Secretary shall maintain the membership lists of MTMW, conduct its correspondence, and perform any other appropriate duties.
   
   
3. The Treasurer shall maintain records of MTMW's income and expenses, collect membership dues and other monies, deposit them in the name of MTMW, and pay all bills of MTMW. The Treasurer shall be authorized to disburse funds in the name of MTMW, and-with the authorization of the Executive Committee-invest any funds not needed for current disbursements. The financial records of MTMW shall be audited periodically by an external agency, and this audit shall be reported to the members of the Society. The Treasurer shall present a financial report at each annual conference, and make any other reports that the Executive Committee may deem necessary.
   
   
4. The Area Representatives and Student Representatives shall assist the three officers in determining the policies of MTMW. Representatives must reside, study, and/or teach in the area they represent.

Each member of the Executive Committee will have a single vote, and all motions will be carried by a simple majority. In the event of absent members, a tie vote may be carried over to a future meeting, or-at the discretion of the President-absent members may be canvassed by mail, telephone, or other electronic means.

V. Election and Terms of Office of the Executive Committee

The President will appoint a three-member Nominating Committee, loosely representative of the membership (geographical area, gender, age, rank, etc.), to draw up a list of nominees. At least two names will be proposed for the positions of President, Secretary, and Treasurer, and--whenever possible--for regional and student seats as well. In cases where a regional candidate stands unopposed, write-in votes will be recognized. All nominees must be MTMW members in good standing or agree to join MTMW before the date of the next election.

Based on estimated theory faculty and student populations, four geographical areas of the Midwest, which collectively define "the Midwest" for the purposes of MTMW, have been designated as sub-regions of MTMW. Each of these areas--listed below--will elect one non-student representative to the Executive Committee.

1. Kentucky, Michigan, Ohio, Western Ontario (from Toronto to the west)
2. Illinois, Indiana, Wisconsin
3. Iowa, Minnesota, Nebraska, North Dakota, South Dakota, Manitoba
4. Arkansas, Kansas, Missouri, Oklahoma, Tennessee

Members may vote for representatives in every area. Of the two students to be elected to the Executive Committee, one shall represent Areas 1 and 3, and the other shall represent Areas 2 and 4, and shall be elected in similar fashion. The following requirements apply to student nominees:

1. They should be engaged in graduate, preferably doctoral, studies;
2. They should expect to remain active students for at least one year after taking office; and
3. A student representative shall vacate office if completing or discontinuing studies for more than 12 months before the expiration of an elected term.

All officers and representatives shall be elected for a term of two years. A member of the Executive Committee may run for reelection, but not serve for more than two consecutive terms. The President, Treasurer, Area Representatives I and III, and the Student Representative for Areas II and IV will be elected during odd-numbered years; the Secretary, Area Representatives II and IV, and the Student Representative for Areas I and III will be elected during even-numbered years. Elections will be held by mail or electronically according to procedures and schedules determined by the Executive Committee, and each newly elected Executive Committee member will take office the following July 1. The Executive Committee will appoint replacements for any vacancies arising between elections.

In the event of a tie vote in an election for any Executive Committee position, the President will confidentially inform the chair of the Nominating Committee of the tie, and the vote of the chair will resolve the tie vote. Only the President and the chair of the Nominating Committee will know that there has been a tie vote and how it has been resolved.

VI. Membership

Membership in MTMW shall be open to anyone, regardless of geographical residence, but only members living, teaching, and/or studying in the Midwest (as defined above) may serve on the Executive Committee.

Applications for membership should be made to the Treasurer.

The Executive Committee shall establish annual dues for various categories of membership, and these shall be paid no later than March 15 of each year. Any member whose dues are unpaid by March 15 will be suspended from membership until dues are paid.

VII. Conferences and Meetings of the Society

MTMW will hold annual conferences or meetings, normally in the spring, with times and places to be fixed by the Executive Committee. Additional conferences or meetings may also be scheduled, with dates and places to be set by the Executive Committee. The Secretary shall notify members of any conference or meeting at least four months before the meeting date.

A business meeting shall be held every year, normally at the annual spring conference, in every year in which an annual conference takes place. At all such meetings a quorum shall be 20 MTMW members. The rules contained in the latest edition of Roberts Rules of Order shall govern procedure at MTMW's business meetings, except in the cases where these procedures are inconsistent with the Bylaws of MTMW.

VIII. Standing Committees

Each Standing Committee shall consist of three or more persons appointed for one year by the President. The committees should be appointed with due consideration of appropriate balance (areas of expertise for program committee, and where possible, representation by age, rank, gender, and geographical area). The Standing Committees shall include:

1. The Program Committee, which shall select the papers, panel discussions, and other offerings to be presented at the next annual conference. The program committee will be comprised of five members: three faculty members appointed by the President, the previous winner of the Komar Award (or, if that student is unable to accept, another student to be appointed by the President), and the President.
   
   
2. The Publications Committee, which shall oversee any newsletters, monographs, translations, and so on, that the Society may decide to initiate;
   
   
3. The Liaison Committee, which shall maintain contact with the Society for Music Theory and other national and regional music societies (the President may serve as liaison in the absence of a committee);
   
   
4. The Nominating Committee, which shall recommend candidates to stand for all positions on the Executive Committee;
   
   
5. The Komar Award Committee, which shall judge and present an award to the best student paper delivered at the annual conference; and
   
   
6. Any other committee deemed appropriate by the President.

IX. Amendments to the Bylaws

The Bylaws may be amended at any annual business meeting by [a] two-thirds of the members present. An amendment may be proposed by any single member, provided that:

1. The proposed amendment is seconded by at least four (4) other members; and
2. The proposed amendment is received by the Secretary no less than 30 days in advance of the meeting at which the amendment is to be considered.

The Secretary shall mail the proposed amendment to the membership at least 15 days prior to said meeting.

X. Dissolution

In case of dissolution of MTMW, any assets remaining after settlement of its obligations shall be disposed of at the discretion of the Executive Committee, providing that this disposal be limited to the purposes of MTMW or to organizations that are then qualified as tax-exempt organizations under section 501 (c) (3) of the Internal Revenue Code.