Bylaws

ARTICLE I: Organization

Section 1.1 Name. The name of the organization is the Suzuki Association of the Americas, a Delaware non-stock corporation (“Corporation” or “SAA”). The right to use the name “Suzuki” in the Corporation’s name is granted to the SAA by the International Suzuki Association. The Corporation is subject to the Delaware General Corporation Law and the laws of the State of Delaware (hereinafter collectively referred to as the “Delaware Corporate Code”).

Section 1.2 Purpose. The purpose of the Corporation is to promote Suzuki education consistent with Dr. Suzuki’s philosophy of talent education.

Section 1.3 Offices. The principal place of business and the principal office of the Corporation shall be located at such place as the Board may from time to time designate.  The Board may, at any time, change the location of such principal office and shall file any certificate necessary to effectuate such change.  The Corporation may have such other additional offices as hereafter determined by the Board.

ARTICLE II: Membership

Section 2.1 Eligibility. Membership in the Corporation shall be open to all who are dedicated to making music and early childhood education available to all children throughout the Americas through the Suzuki Method and who are dedicated to the Suzuki philosophy. The Board of Directors (“Board”) may establish such classes of membership, eligibility criteria, and dues (or exemptions from dues) for each class of membership in its sole discretion.

Section 2.2 Classes of Membership. There shall be two classes of membership: Voting and Non-Voting Memberships. The Corporation may have subclasses of both classes of membership with such rights, qualifications, and obligations, and dues (or exemptions from dues), as may from time to time be specified by the Board in its sole discretion.

(a) Voting Members. Active individual members are (“Active Individual Members”) who pay their annual dues and satisfy such criteria as established by the Board. Active Individual Members are entitled to all the rights and privileges of Voting Membership, including the right to vote and hold office.

(b) Non-Voting Members.

(1) Associate Individual Members are parents, families, retired Suzuki teachers and others who pay annual dues in full and satisfy such standards as established by the Board. Associate Individual Members shall not have the right to vote or hold office.

(2) Group Members are regional, provincial, state, local Suzuki organizations, and studio members which pay their annual dues in full and satisfy such standards as established by the Board. Group members shall not have the right to vote or to hold office.                        

ARTICLE III: Membership Meetings

Section 3.1 Annual Membership Meeting. The Annual Membership Meeting shall be held each year at a place (either in person or pursuant to Section 3.5) and time as determined by the Board.

Section 3.2 Special Meetings. Special meetings of the Membership may be called by a majority of the entire Board or by at least two-thirds (2/3rds) of the Voting Members. All calls for Special Meetings shall state the purpose or purposes of such meeting. Only business relating to the purposes set forth in the notice may be transacted at such meeting.

Section 3.3 Notice of Meetings; Waiver of Notice. Notice of each meeting shall be given to each Voting Member not less than ten (10) days nor more than fifty (50) days prior to the meeting except that (i) no notice need be given to any Voting Member who submits a signed waiver of notice before or after the meeting and (ii) no notice need be given for the reconvening of a previously adjourned meeting. Notice may be provided by any method permitted by the Delaware Corporate Code.

Section 3.4 Quorum. The presence of one-fifth (1/5th) of the Voting Members shall constitute a quorum for the transaction of business at a Member meeting. Any Member participating in a meeting by conference telephone, video conference, or other means as permitted in Section 3.5 shall be included in determining whether a quorum is present at any meeting.

Section 3.5 Member Meetings Via Teleconference/Video Conference. Members may participate in any meeting by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other. Participation by such means shall constitute presence in person at such meeting. Voting by proxy shall not be permitted.

Section 3.6 Voting Rights of Voting Members. Voting Members have the right to vote on the following matters: (i) the elected of Elected Directors under Section 4.3(b); (ii) the removal of Directors of the Corporation as provided in Section 4.11(b) hereunder; (iii) the merger or consolidation of the Corporation with or into another organization; (iv) the sale of substantially all of the Corporation’s assets; or (v) the dissolution of the Corporation.

Section 3.7 Resolutions. All resolutions to be considered at the Annual Membership Meeting must be submitted in writing by a Voting Member to the Secretary of the Corporation at least sixty (60) days and no more than ninety (90) days in advance of Annual Membership Meeting.

Section 3.8 Voting By Written Ballot.

(a) Any action that may be taken at any annual, regular, or special meeting of the Voting Members may be taken without a meeting if the Corporation delivers by mail or electronic mail (e-mail) a written ballot to every member entitled to vote on the matter. The ballot shall:  (i) set forth each proposed action; (ii) provide an opportunity to vote for or against the proposed action; (iii) indicate the number of responses necessary to meet the quorum requirements; (iv) state the percentage of approvals necessary to approve each matter other than election of directors; (v) specify the time by which the ballot must be received by the corporation in order to be counted; and (vi) be accompanied by written information sufficient to permit each person voting to reach an informed decision.

(b) Members shall return their written ballots to the Corporation by mail or e-mail as directed by the Corporation. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Written ballots may not be revoked. Written ballots may be deleted ten (10) days following the meeting unless the results are challenged.

ARTICLE IV: Board of Directors

Section 4.1 General Powers. The business and affairs of the Corporation shall be managed under the authority of the Board. The Board may adopt such rules, regulations, and governing policies for the conduct of its business as it deems advisable, as may be consistent with the Internal Revenue Code (“Code”), the Delaware Corporate Code, the Certificate of Incorporation, and these Bylaws. The Board may, in the execution of the powers granted, delegate authority to the elected Officers and Directors, Board committees and the Executive Director. All powers not delegated by the Board are reserved to it.

Section 4.2 Number and Qualification. There shall be no fewer than seven (7) and no more than twelve (12) voting Directors (which includes both Elected and Appointed Directors as defined in this Section).  Elected and Appointed Directors shall be collectively referred to herein as “Directors.” The Executive Director shall serve as an ex officio non-voting member of the Board.  Directors must be at least eighteen (18) years of age. At all times, no less than four (4) Directors shall be Directors elected by the Voting Membership (“Elected Directors”). The Board may also appoint Directors (“Appointed Directors”) with the same rights, powers, and obligations as Elected Directors, including without limitation, the right to stand for Officer positions.

Section 4.3 Nominations, Elections, and Appointments.

(a) Nominations for Board Candidates. The Nominating Committee (as set forth in Section 5.4(a)) will vet and recommend to the Board a list of qualified candidates for Board vacancies.  All candidates must be Voting Members in good standing (i.e., who have paid their dues in full) and who have met the criteria and fulfilled the process as determined by the Board and the nominating Committee. The Board will approve a list of candidates for inclusion on the ballot provided to the Voting Members under Section 4.3(b).

(b) Elections. Elections for Elected Directors by the Voting Members shall take place annually. The elections shall be conducted by electronic written ballot as set forth in Section 3.8. The Board may make, and from time-to-time change rules and regulations for conducting voting and elections consistent with the provisions of the Delaware Corporate Code, the Certificate of Incorporation, and these Bylaws.

Section 4.4 Term. Elected Directors shall be elected for a three (3) year term commencing on August 1. Appointed Directors shall have a three (3) year term, or such shorter period as applicable in order to stagger terms in classes so that approximately one-third (1/3rd) of the Directors’ terms expire in any given year. Under no circumstances may the term of any incumbent Director be shortened except as provided in Section 4.11. A Director may serve no more than two (2) consecutive full terms (six (6) consecutive years); provided, however that (i) Directors filling vacated terms of less than eighteen (18) months are eligible for two (2) successive three (3) year terms, and (ii) those completing the Chair Elect-Chair cycle as further defined in these Bylaws and Board governing policies. No person may serve as a Director within three (3) years of having completed two consecutive full terms.

Section 4.5 Vacancy. Any Director appointed by the Board to fill a vacancy will hold office for the unexpired term of such Director’s predecessor in office, or such duration as the Board may specify at the time of appointment, as set forth in Section 4.4.

Section 4.6 Quorum and Manner of Action. A majority of Directors shall constitute a quorum for the transaction of business at any meeting. Unless otherwise set forth in the Certificate of Incorporation, these Bylaws, or the Delaware Corporate Code, a majority of a quorum shall constitute the act of the Board of Directors. Directors shall have one (1) vote each. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until a quorum is present. At a meeting at which a quorum is initially present, the Board may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the established quorum for that meeting.        

Section 4.7 Regular Meetings. The Board of Directors shall meet regularly no fewer than four (4) times a year at such times and places as it determines, either in person or pursuant to Section 4.10.

Section 4.8 Special Meetings. Special Meetings of the Board of Directors may be called by the Board Chair or at the written request of any three (3) Directors. Only business related to the purposes set forth in the notice of such meeting may be transacted at a Special Meeting.

Section 4.9 Notice of Meeting; Waiver of Notice. Notice of the time and of each regular meeting of the Board not held immediately before or after the Annual Membership Meeting shall be given to each Director by writing or electronic transmission at such address as provided by the Director at least seven (7) days before such meeting. Notice of a Special Meeting shall also state the purpose or purposes for which the Special Meeting is called. Notice need not be given to any Director who submits a signed Waiver of Notice or who attends the meeting without protesting the lack of notice. Notice of any adjourned meeting need not be given, other than by an announcement at the meeting at which the adjournment is taken.

Section 4.10 Teleconference/Video Conference in Lieu of Personal Attendance. Any or all of the Directors may participate in any meeting by means of teleconference, video conference, or any other means of communication by which all persons participating in the meeting are able to hear each other. Participation by such means shall constitute presence in person at such meeting.

Section 4.11 Resignation and Removal of Directors.

(a) Any Director may resign at any time by giving written notice of such resignation to the Board Chair or Secretary of the Corporation. The resignation is effective when received unless the notice states a later effective date.

(b) Any or all of the Elected Directors may be removed at any time, either with or without cause, by vote of a majority of all Voting Members.

(c) Appointed Directors may be removed with or without cause by a vote of two-thirds (2/3rds) of the remaining Directors. Cause, for this purpose, would be determination of the Board, by majority vote, that the Director’s actions were in violation of the Certificate of Incorporation, these Bylaws, or the Board’s Governing Policies then in-effect.

Section 4.12 Compensation and Expense Reimbursement. Directors shall not receive compensation for their services as Directors. Except as otherwise provided in these Bylaws, nothing herein contained shall be construed to preclude any Director from receiving reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity, provided that any such compensation must be approved by the Board. By resolution of the Board, reimbursement for reasonable expenses incurred for attendance at regular and special meetings of the Board may be allowed.

Section 4.13 Action Without a Meeting/Proxy voting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all voting Directors unanimously consent in writing to that action. Such action by unanimous written consent shall have the same force and effect as an affirmative vote of the Board. Any such writing may be received by the Corporation by facsimile, electronic mail, or other form of wire or wireless communication permitted by the Delaware Corporate Code or other applicable law. Such written consent or consents shall be filed with the minutes of the Corporation. Voting by proxy is prohibited.

Section 4.14 Deemed Assent. A Director who is present at a meeting of the Board when corporate action is taken is deemed to have assented to all action taken at the meeting unless:

(a) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or

(b) the Director contemporaneously requests dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or

(c) the Director causes written notice of the Director’s dissent or abstention as to any specific action to be received by the presiding officer of the meeting before the adjournment thereof or promptly after the adjournment of the meeting.

Such right of dissention or abstention is not available to a Director who votes in favor of the action taken.          

ARTICLE V: Committees

Section 5.1 Establishment. The Board by resolution may designate and appoint Board Committees as it deems appropriate in carrying out its purposes and functions. The resolution establishing such Board Committees shall state the purpose, composition, guidelines, timeline, and authority of each Board Committee. The Board may establish one or more advisory councils and other task forces, for such purposes, as the Board shall determine, and each such advisory council and task force shall be administered under the direction of such person or persons as the Board shall select.

Section 5.2 Limitation on Powers of Committees. No Board Committee, shall have the authority to:

(a) amend, alter or repeal these Bylaws or the Certificate of Incorporation;

(b) elect, appoint or remove any member of any other Committee or any Director, elected officer or employee of the Corporation;

(c) adopt a plan of merger or consolidation with another corporation;

(d) authorize the sale, lease or exchange of any substantial property and assets of the Corporation not in the ordinary course of business;

(e) authorize the voluntary dissolution of the Corporation or revoke proceedings therefore or adopt a plan for the distribution of the assets of the Corporation; or

(f) amend, alter or repeal any resolution of the Board.

The designation and appointment of any Board Committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it or them by law.

Section 5.3 Rules and Procedures. Rules governing procedures for meetings of any standing or ad hoc committee or advisory board or council will be the same as those set forth in these Bylaws or the Delaware Corporate Code for the Board of Directors unless the Board determines otherwise in the resolution establishing or governing the committee or advisory board and as set forth in the Corporation’s Governing Policies. Each Board Committee may adopt rules for its own activity not inconsistent with these Bylaws, the Board’s resolution establishing such Committee, or the expectations set forth in the Board’s governing policies.

Standing Committees. The Corporation shall have the following Standing Committees, with details of such committees set forth in the Corporation’s governing policies: Nominating Committee, Finance & Audit Committee; Development Committee; Governance Committee; and such other Standing Committees as determined by the Board from time to time.

ARTICLE VI: Officers

Section 6.1 Number; Security. The Officers of the Board of Directors shall be the Chair, Chair-Elect, Treasurer, Secretary, and such other offices that the Board determines. The Board of Directors may require any officer, agent, or employee to give security for the faithful performance of duties. The Executive Director shall be an executive officer of the Corporation.

Section 6.2 Election; Term of Office; and Qualification. The elected Officers of the Board of Directors shall be members of the Board. The Chair-Elect, Secretary, and Treasurer will be elected by the Board to serve terms of two (2) years. The Secretary and Treasurer may each be elected to serve up to, but no more than two (2) consecutive terms (no more than four (4) years in office). The Chair will have a single term of two (2) years. The Chair-Elect will automatically succeed to the position of Chair at such time as there is a vacancy in such office. The announcement of the new Officers will take place at the Annual Membership Meeting. Terms begin August 1 unless a vacancy is being filled. Each elected Officer shall hold office until such officer’s successor has been duly elected and qualified, or until such officer’s earlier death, resignation, or removal. 

Section 6.3 Resignation and Removal of Officer. Any elected Officer may resign at any time. Any elected Officer serves at the pleasure of the Board and may be removed by the vote of a majority of all of the Directors, either with or without cause, at a special meeting of the Board called for that specific purpose, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 6.4 Vacancies. A vacancy in any elected Office (because of death, resignation, disqualification, removal or otherwise) shall be filled for the unexpired term by the Board of Directors.

Section 6.5 Authority and Duties of Officers. The elected Officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Chair, the Board, or by these Bylaws, except that, in any event, each officer shall exercise such powers and perform such duties as may be required by law.

(a) Chair of the Board. The Board Chair shall be the chief governance officer of the Corporation, and as such shall exercise and perform such powers and duties as may be necessary to ensure the Board’s fulfillment of its fiduciary or other duties as prescribed by the laws of the State of Delaware, the Certificate of Incorporation, these Bylaws, and the Board’s governing policies then in effect; develop the agendas for Board meetings in consultation with the Executive Director; be the presiding officer at meetings of the Board; and perform such other duties as may from time to time be assigned to them by the Board and perform all other duties customary to that office or as assigned by the Board.

(b) Chair-Elect. The Chair-Elect will assist the Chair. At the request of the Chair, or in the Chair’s absence or inability or refusal to act, the Chair-Elect will perform the duties of the Chair and when so acting will have all the authority of and be subject to all the restrictions on the Chair. The Chair-Elect will also perform all other duties customary to that office or as assigned by the Board or the Chair.

(c) Secretary. The Secretary will see that minutes of the proceedings of the Board of Directors and any Board committees are kept, that all notices are duly given as provided in these Bylaws or the Act, and that the corporate records are kept in good order in accordance with these Bylaws and applicable law. The Secretary will also perform all other duties customary to that office or as assigned by the Board of Directors. Assistant secretaries, if any, will have the same duties and authority as the Secretary, subject to supervision by the Secretary.

(d) Treasurer. The Treasurer shall advise the Board on matters of fiscal policy; serve as chair of the Audit & Finance Committee; and perform such other duties as may from time to time be assigned to them by the Board.

(e) Executive Director. The Board shall employ an Executive Director (“ED”) with such duties, for such length of time, and at such compensation as the Board may determine. The ED shall be a non-voting ex-officio member of the Board. Subject to the supervision and director of the Board, the ED shall manage all day-to-day and operational activities of the Corporation and shall be responsible for the hiring and discharge of all additional employees, agents, and contractors, in accordance with the Certificate of Incorporation, these Bylaws, and the Board’s governing policies then in effect. It shall also be within the authority of the ED to establish operating committees, which may be comprised of Board members, staff, and/or other interested parties for purposes the ED may deem necessary or beneficial in the performance of their duties.

Section 6.6 Compensation. The elected Officers shall not receive compensation for their services as Officers. The compensation of the ED shall be as determined from time to time by the Board. To the extent reasonably feasible, the person or persons determining compensation for the executive officers shall obtain data on the compensation of officers holding similar positions of authority within comparable organizations, shall set the compensation based on such data and an evaluation of the officer’s performance and experience as related to the requirements of the position, and shall document the basis for the determination including the comparison data used, the requirements of the position, and the evaluation of the officer’s performance and experience. No elected Officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Director of the Corporation. However, no payment of compensation (or payment or reimbursement of expenses) shall be made in any manner so as to result in the imposition of any liability under either section 4941 or section 4958 of the Code. By resolution of the Board, reimbursement for reasonable expenses incurred for attendance at regular and special meetings of the Board may be allowed.

ARTICLE VII: Finances and Property

Section 7.1 Fiscal Policies. The Board shall establish and maintain fiscal policies governing the budgeting process and the management of the funds of the Corporation, and the monitoring of same. Such policies shall also be established for the management and utilization for investment reserves and/or endowment funds.

Section 7.2 Fiscal Year.The fiscal year of the Corporation shall begin August 1 and conclude July 31 of the following year.

Section 7.3 Loans. No loan shall be made by the Corporation to its Directors, Officers, or employees.

Section 7.4 Audit. The Board will retain a certified public accountant to conduct an annual financial audit of the Corporation.

Section 7.5 Banking. The monies of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust or investment company or trust or investment companies, as the Board, or its designated Officer(s), shall select, and may be drawn out only on checks or instruments signed in the name of the Corporation by such person or persons as provided by appropriate resolution or governing policy of the Board.

ARTICLE VIII: Indemnification

Section 8.1 Indemnification of Directors and Officers. The Corporation shall indemnify all Directors, Officers, employees, and agents for liability alleged to have arisen in the performance of their duties, except that no person shall be indemnified for willful misconduct, gross negligence, breach of good faith, or misappropriation of corporate assets or resources. Such indemnification shall be to the maximum extent allowable under the Delaware Corporate Code.

Section 8.2 No Payments Resulting in Taxes. Notwithstanding any provision of this Article, no indemnification or other payment shall be made under this Article that would give rise to a tax under Section 4941 of the Code (in any fiscal year in which the Corporation is a private foundation), or a tax under Section 4958 of the Code (in any fiscal year in which the Corporation is not a private foundation).

ARTICLE IX: Amendments

The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a two-thirds (2/3rds) majority of the Directors present at any duly constituted meeting of the Board, provided that written notice of the proposed changes is distributed to all Directors no less than seven (7) days in advance of the Board meeting at which such proposed action is to take place and further provided; that no such amendment shall disqualify the Corporation as an organization exempt under Section 501(c)(3) of the Code. Any adoption, amendment, or revision of the Bylaws shall be published in the next issue of the American Suzuki Journal or Membership Directory.

ARTICLE X: Records

Section 10.1 Minutes, Etc. The Corporation shall keep as permanent records minutes of all meetings of the Board, a record of all actions taken by the Board without a meeting, a record of all actions taken by a committee of the Board in place of the Board on behalf of the Corporation, and a record of all waivers of notices of meetings of the Board or any committee of the Board.

Section 10.2 Records in Written Form  The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.  The Corporation shall maintain such records at its principal office as required by the Delaware Corporate Code.

ARTICLE XI: Miscellaneous

Section 11.1 Conflict of Interest Policy. The Board will maintain in effect a conflict of interest policy covering trustees and officers of the corporation and such other persons as the Board may determine. This policy will satisfy the requirements of all applicable laws.

Section 11.2 Definitions The term “Internal Revenue Code” refers to the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any subsequent laws.

Section 11.3 Contracts. Contracts of the corporation may be entered into by officers or agents of the corporation authorized by the board of directors, and this authority may be general or specific.

Section 11.4 Severability The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

END

Board Governance Policies

Download the SAA’s current Governance Policies.