II. BOARD OF DIRECTORS II. A. GENERAL INFORMATION (Sections of the constitution and bylaws applicable to this section: IIB; IIIC, D3; IVA, B1, C3, D6, D7, E, E4, E5; V; VIB, E, H, K; VIIA, C; IXB, C, D; XA; XI.) II. A. 1. CHARGE The Board of Directors administers and manages the affairs of the Music Library Association, formulates and executes its policies, and realizes its stated purposes. It acts in the name of the association between its annual meetings, and it may exercise all powers except those which are vested exclusively in the members. II. A. 2. BOARD MEMBERSHIP The Board of Directors comprises the eleven officers of the associa- tion. Nine of these officers are elected and are voting members of the Board: President, Vice President/Past President, Recording Secretary, and six members-at-large; the remaining two, the Executive Secretary and the Treasurer, are appointed by the Board and may not vote. II. A. 3. TERMS OF OFFICE Officers serve until the adjournment of the final session of the national meeting at which the names of their successors are made public. Elected officers of the Board of Directors serve for up to six consecutive years. Appointed officers serve up to four consecutive years. II. A. 4. CONDUCT OF BUSINESS II. A. 4. a. PARLIAMENTARY AUTHORITY The rules in the current edition of Robert's Rules of Order Newly Revised govern the conduct of the association in all cases to which they are applicable and in which they are not inconsistent with the constitution and bylaws, any special rules of order the association may adopt, or this Handbook. II. A. 4. b. VOTING The Board of Directors comprises the eleven officers of the associa- tion. Nine of these officers are elected and are voting members of the Board: President, Vice President/Past President, Recording Secretary, and six member-at-large; the remaining two, the Executive Secretary and the Treasurer, are appointed by the Board and may not vote. Decisions are made by a majority of the Board's voting members. II. A. 4. c. FREQUENCY OF AND PROCEDURES FOR CALLING BOARD MEETINGS The Board meets in conjunction with the annual meeting of the association and may meet at other times. It is customary for the Board to meet three times a year. Its special meetings convene either when called by the President or when requested in writing by three of its members. II. A. 4. d. ATTENDANCE AT BOARD MEETINGS Board meetings are open to members of the association, who may attend as auditors, except that the Board may meet in closed session at its discretion. II. A. 4. e. DEFINITION OF A QUORUM A majority of the voting Board members constitutes a quorum provided the President or Vice President/President Elect or Past President is present. II. A. 4. f. AGENDAS The President sends the agenda for Board meetings to Board members in advance of the meetings. II. A. 4. g. EMERGENCY ACTIONS AND THEIR SUBSEQUENT BOARD RATIFICATION Emergency action is taken by unanimous vote of the President, Recording Secretary and Vice President/Past President and is subject to Board ratification. Action taken between meetings is ratified at the following Board meeting. Personal approval obtained separately from Board members does not constitute an official act of the Board until ratified at the following Board meeting and recorded in the minutes. II. A. 4. h. BUDGET REQUESTS BY BOARD MEMBERS Board members, including those whose terms will expire during the next fiscal year, submit annual budget requests for expenditures necessary to the performance of their official duties to the Finance Committee four weeks in advance of the June Board meeting. II. A. 4. i. HONORARIA/REIMBURSEMENT/PER DIEM No elected officer, member, or delegate of a member receives compen- sation as such. The Executive Secretary, Treasurer, Convention Manager, Placement Officer, Publicity Officer, and editors of Notes, the Newsletter, the Music Cataloging Bulletin, the MLA Index and Bibliography Series, and MLA Technical Reports receive an honorarium, the amount determined by the Board. All Board members are reimbursed for expenses incurred in attending Board meetings, including transportation, lodging, and up to per diem at the amount set by the Board for meals. With Board approval, the Vice President/Past President or other designated Board member may receive reimbursement for travel to and from one regional chapter meeting. Also with Board approval, the person appointed to the Audit Committee to help with the general audit is reimbursed for transportation expenses. In all cases such reimbursement is only for that part of the specified expenses not covered by Board members' institutions, is requested from the Treasurer in writing and is accompanied by written receipts. When appropriate, the tax exempt number (962-1615201) is used in making MLA purchases. II. A. 4. j. MAINTENANCE OF RECORDS In a timely fashion all Board members maintain and convey their MLA correspondence and papers to their successors on the Board or to the MLA Archives at the University of Maryland, College Park, Md. II. A. 4. k. MLA POLICIES An MLA policy is a decision that is made upon formal vote of the Board of directors and that is intended to govern subsequent action of the association. II. A. 4. l. SOFTWARE STANDARDS When transmitting MLA documents the following standards should be adopted: use Lotus 1-2-3 for spreadsheets; WordPerfect for the Handbook; and DBaseIII for database management. II. A. 5. RESPONSIBILITIES II. A. 5. a. FREQUENCY, LOCATION AND PROGRAM OF ANNUAL MEETINGS An annual meeting is the only required regular meeting of the association. The Board decides where and when meetings of the association will be held. The President calls special national meetings at the written request of either the Board or of twenty percent of the membership. At such a meeting no business may be transacted other than that stated in the notice of the meeting. A special meeting may be called for the purpose of jointly meeting with an organization in a related field. The Board approves the program for the annual meeting at the fall Board meeting. II. A. 5. b. APPOINTMENTS AND EVALUATIONS 1) ANNUAL APPOINTMENT OF EXECUTIVE SECRETARY AND TREASURER. The Board appoints or reappoints the Executive Secretary and the Treasurer annually. If at its fall meeting the Board decides that the incumbents should be reappointed, the incumbents are asked in writing if they wish to serve another year's term before the vote on their reappointment is taken by the Board. Appointed officers serve up to four consecutive years. 2) ANNUAL EVALUATION OF AND ASSIGNMENT OF ANNUAL DUTIES TO THE EXECUTIVE SECRETARY AND TREASURER. Prior to its fall meeting, the Board makes an annual performance evaluation of the Executive Secretary and Treasurer. It may also assign duties to be performed by these two officers beyond those specified in the constitution and bylaws. 3) APPOINTMENT OF THE EDITORS OF PUBLICATIONS, THE FISCAL OFFICER, PARLIAMENTARIAN, ET AL. In consultation with the Board and from among the Board members the President appoints a Parliamentarian, an Assistant Parliamentarian, the Fiscal Officer and Assistant Fiscal Officer, and two officers to collect annual reports from the committees. The President appoints one MLA member not currently serving on the Board to assist in the annual audit, the chairs of all standing and special committees, all special officers, the Convention Manager, the Assistant Convention Manager, and the editors of the Newsletter, the Music Cataloging Bulletin, the MLA Technical Reports, and the MLA Index and Bibliography Series. The Board appoints the editor of Notes. 4) FILLING OF VACANCIES ON THE BOARD. The Board fills by appointment any vacancy among its officers for the duration of the unexpired term, except that of Vice President/President Elect. Should the Vice Presi- dent/President Elect be unable to serve, the Board calls a special election to fill the unexpired term. II. A. 5. c. FISCAL DUTIES 1) DUES, FEES AND PUBLICATIONS PRICING FORMULA. Membership dues (regular, life, sustaining, student, associate, retired, and institutional membership classes) and the fees charged by the MLA Placement Service are set by the Board. The Board approves the pricing formula submitted by the Publications Committee via the Fiscal Officer and Finance Committee. 2) AUTHORIZES FINANCIAL DEPOSITORIES. In consultation with the Treasurer, the Board approves the depository for monies and negotiable instruments in the name, and to the credit, of the Music Library Associa- tion. The association's monies may not be invested in firms that do business in or with South Africa. 3) BUDGET AND EXPENDITURES. The Board approves the budget prepared by the Finance Committee for each fiscal year, authorizes expenditures as specified therein and approves amendments to the budget as they occur throughout the fiscal year. The fiscal year begins July 1 and ends the following June 30. The Board also approves requests for extraordinary disbursements. Financial matters brought to the Board's attention are usually referred to the Finance Committee before official action is taken. No money beyond that which is budgeted is spent in the name of the Music Library Association without prior, formal approval by the Board. Emergency budget action may be taken between Board meetings if it is preceded by a unanimous vote of the President, the Vice President/Past President and the Fiscal Officer. Such action is ratified at the following Board meeting. If during the course of a fiscal year the Board approves unbudgeted expenditures, it amends the budget and identifies the source of income which is to cover the expenditures. Depletion of the association's reserves is to be avoided. II. A. 5. d. APPROVAL OF PUBLICATIONS Materials approved by the editors of the MLA Technical Reports and the MLA Index and Bibliography Series are recommended to the Board for publication. II. A. 5. e. APPROVAL OF CONVENTION PROGRAMS, WORKSHOPS AND OTHER CONTINUING EDUCATION PROGRAMS The Board approves programs of MLA conventions and other continuing education events sponsored by the association. The Board assures that such programs fulfill the objectives of the association with distinction and that any fees charged are sufficient both to offset the expenses of such events and to ensure the programs are of high quality. Students who are MLA members shall be charged a reduced fee at annual meetings. II. A. 5. f. ANNUAL REPORTS; ACTIVITIES, FINANCIAL, COMMITTEE, SPECIAL OFFICERS, AND CHAPTER The Board maintains free and open communications with the membership. To this end, at or prior to the annual meeting of the association, the Board receives and distributes the following reports to the members: through the Recording Secretary, an annual report of the Board's activities and the minutes of the association's last meeting; an annual, audited financial report which the Treasurer submits to the membership at the annual meeting and which is published annually in Notes; annual reports of the committees, the representatives to other organizations and special officers collected by a member-at-large; annual reports of the chapters collected by the Vice President/Past President. A summary of Board actions prepared by the Recording Secretary appears in the Newsletter prior to each annual meeting. Board Policies are indexed by the Recording Secretary. II. A. 5. g. NOMINATIONS FOR ELECTED OFFICES; PROCEDURES FOR BREAKING A TIE VOTE The slate of candidates for election and nominees for citations are presented to the Board for its approval by the Nominating Committee. Members of the Board and Nominating Committee keep these names confidential until they are approved by the Board. A tie in an election for national officers is broken by a majority of voting members of the Board. II. A. 5. h. SERVICE OF BOARD MEMBERS ON COMMITTEES; ESTABLISHMENT OF DIFFERENT COMMITTEES Board members may serve on committees. The Board may direct the President to establish standing committees additional to those specified in the constitution and bylaws. II. A. 5. i. DESIGNATION OF PRIVILEGES OF MEMBERSHIP; MEMBERSHIP DIRECTORY The Board may designate privileges of membership in the association beyond those specified in the constitution and bylaws. A new membership directory is issued every year, and is made available only to members of the association. II. A. 5. j. AMENDMENT OF THE CONSTITUTION AND BYLAWS The Board reviews proposed amendments to the constitution and bylaws. Amendments may be proposed in writing to the Board by individual voting members of the MLA, by the Parliamentarian or by a committee appointed by the Board to revise the constitution and bylaws. Amendments approved by the Board are distributed by the Executive Secretary to be voted on by the membership two months before the annual meeting of the association. As budgeted, revised copies of the constitution and bylaws are sent to the membership. The official machine-readable version of the Constitution is kept by the Executive Secretary. II. A. 5. k. REVISION OF THE HANDBOOK The Parliamentarian incorporates new Board policies and decisions into the Handbook. When appropriate the Parliamentarian recommends revisions to the Board for its approval. The official machine-readable version of the Handbook is kept by the Parliamentarian. Changes and hard copy are sent to the Executive Secretary as necessary for distribution. II. A. 6. PROCEDURES FOR RELATIONS/AFFILIATION WITH OTHER ORGANIZATIONS The Association may establish relationships with other organizations and may provide representation at meetings of organizations in fields related to music librarianship. For formal affiliation, the Board submits the terms of affiliation in writing to the members present at a regular meeting. Approval is by a majority of the ballots cast on the proposal at the meeting. For institutional membership, the Board approves the Presi- dent's enrollment of the association, or its withdrawal, as an institution- al member. For the association to be represented in another organization, representatives are appointed by the President in consultation with the Board. II. A. 7. SPEAKING ON BEHALF OF MLA No MLA officer is authorized to speak on behalf of the MLA or as an officer of the association in making recommendations for a specific employment or honorary position. Similarly, no officer may use the name of the association in conjunction with an endorsement of any kind. It is recognized that members of the association retain the right to respond to inquiries as private individuals or in their own professional capacities. II. A. 8. IN THE EVENT THAT MLA SHALL CEASE TO EXIST Should future exigencies make the dissolution of the MLA necessary, the properties of the association shall be disposed of by gift to the University of Maryland at College Park for the exclusive purpose of preserving, developing, and maintaining the Music Library Association Archives. The Board of directors of the MLA will oversee this transfer.