1. The name of this organization is
“Automatic Musical Instrument Collectors’ Association International,
Inc.,” abbreviated as “AMICA”, and hereinafter referred to as the
Association or AMICA.
2. The headquarters of the
Association shall be designated by the Board of Directors.
3. The seal of the Association
shall be circular in outline, containing a representation of a roll for a
mechanical musical instrument, and shall include the legends “Established
1963”. “San Francisco, California”, “AMICA”, “Automatic Musical
Instrument Collectors’ Association, International, Inc.”, or appropriate
4. The Association shall be
incorporated as a not-for-profit corporation recognized as such under the
provisions of Section 501(c)(3) of the Internal Revenue Code.
Section 5. The fiscal year of the Association shall run from January 1 to December 31.
1. The purposes and objectives of
the Association shall include:
To provide an organization for collectors of automated musical
instruments, such as roll operated player pianos and pipe organs, orchestrions,
nickelodeons, and other automated musical instruments.
To promote the acquisition and distribution of instruments, recordings,
and technical and historical information concerning these instruments.
To encourage the restoration of automatic musical instruments to a
condition consistent with the original intent of their manufacture.
To discourage the destruction/dismantling of re-storable automatic
musical instruments or the irreversible modification of original instruments.
To acquaint collectors of services and repair possibilities available.
To encourage and assist in the production, distribution, and preservation
of recordings, both reissues and new performances.
To educate the public about the historical and cultural significance of
automatic musical instruments.
1. Any person who supports the
objectives of the Association may become a member.
2. The Board of Directors may
establish sub-classes of membership, such as founding members, honorary members,
or others, as indicated by conditions.
2a. Founding Members. Founding
Members are charter members of the founding chapter (San Francisco) and shall be
designated as such. They shall be exempt from the payment of annual dues, but
shall have all rights and privileges of membership in perpetuity.
2b. Honorary Members. Honorary
members are members of outstanding achievement in the fields of AMICA's
interest. Nominations may be made by any two members. Such nominations shall be
presented to the Board of Directors for action.
Honorary members elected by the board shall be exempt from the payment of
dues, but shall be ineligible to vote or hold office. Persons whose primary
income is derived from their endeavors in the field of automatic music are
excluded from nomination until they cease to derive that income from their
activity in the field.
3. Members of the Association agree
to follow the By-laws as set forth by the Board of Directors. These Bylaws shall
be published to the membership in an official publication at least once in every
two-year period, and no changes shall be effective until six months after
publication of their proposal.
4. Non-compliance with the By-laws
and Regulations shall be a cause for termination of membership, and determined
by the Board of Directors. Membership may also be terminated by a written
resignation delivered to the Membership Secretary, provided that there is no
outstanding obligation to the Association.
5. Membership dues shall be
determined by the Board of Directors. Dues notices shall be sent to each member
in a mailing distinct from publication in the Bulletin. Dues obligations begin
on the first day of each fiscal year (January 1). A second notice, if required,
shall be sent for any membership unpaid by February 1st. A membership unpaid on
March 1st shall be considered as lapsed, and membership is automatically
terminated. Reinstatement may be obtained by payment of current and/or
accumulated dues, plus the lapsed membership fee as determined by the Board of
Directors; or by application as a new member. Reinstated members will resume
receiving AMICA Bulletins, but will not receive back issues from the period of
membership lapse. Persons joining at times other than the beginning of a fiscal
year shall pay full dues for the current year and will be mailed copies of AMICA
Bulletins for the year in which they joined.
6 The established annual
membership dues shall be for one or two members of the same household as long as
each members' name is listed on the membership application or renewal. Each
member is entitled to receive all benefits of membership, including the right to
vote on matters presented to the membership for action, except that only one
copy of each of the Bulletins, Directories or any other associated AMICA
publications will be provided for each membership dues payment.
7. Persons living in the same
household as a member such as children, or others, may be invited to participate
in any activities of the Association on a basis established by the sponsoring
group; they shall not be entitled to vote unless separately enrolled as a member
and paying current dues.
No provision is made for membership by corporations or other legal
entities. However such legal entities may, with the approval of the Board of
Directors, subscribe to the AMICA NEWS BULLETIN for a fee to be set by the
Board. The Library of Congress shall receive such a subscription at no cost. Any
subscriber to the Bulletin may advertise in it at current published rates.
9. Affiliated Societies and
Organizations. Affiliated Societies and Organizations shall be classified into
two categories, Commercial and Non-Commercial. Affiliation shall be made by
action of the Board of Directors, and shall be re-evaluated on an annual
basis. Requests for affiliation may be made to the Board of Directors by any
AMICA member or other entity. All affiliates shall be listed in the Bulletin,
and shall be sent a copy of the Bulletin.
9a. Commercial Affiliation. AMICA shall only affiliate with a commercial
organization if that affiliation will not result in direct commercial gain to
that affiliation. (E.g.. A piano store may display AMICA membership materials
and Bulletins to create interest in AMICA and promote the hobby as a service to
the customers of that store. The store may not claim any endorsement by AMICA).
Affiliation may be granted on any basis if the Board considers that affiliation
to promote the goals and interests of AMICA.
Section 9b. Non-Commercial Affiliation. Non-Commercial affiliates shall be clubs, societies, museums or other groups operating in a not-for-profit manner whose interests and goals shall share the same interests and goals as AMICA. Affiliates must be willing to share its publications with AMICA, including the right to publish, with proper credit, any article that appears in an Affiliate’s publication, and vice verse. Museum affiliates shall agree to openly display to the public the AMICA Bulletin and membership literature. Other affiliates such as clubs and societies must agree to list AMICA as an affiliate organization in their journal/publication, and have a manner of distributing information about AMICA to its membership. Affiliates must allow AMICA to publish information on how AMICA members may contact or visit that affiliate.
1. The officers of the Association
shall be a President, Vice-president, Secretary, and Treasurer. No member may
hold more than one office at one time. Officers shall be elected as hereinafter
provided and shall serve for a term of two years following their election, or
until their successors have been duly elected and qualified. Vacancies in any
office shall be filled by the Board of Directors.
2. There shall be a Board of
Directors composed of the President, Vice-president, Secretary, Treasurer,
Membership Secretary, Publisher, immediate Past President, and one member from
each Chapter of the Association elected or designated by that Chapter. Each
member of the Board shall have one vote; no member shall have more than one vote
or represent more than one Chapter. The Board of Directors of the Association
shall be responsible for setting all policies of the Association and for
carrying out all business except as may be otherwise provided in these By-laws.
The Board may elect from its membership an Executive Committee composed of the
President, Vice-president, and three other members. This Committee may be
authorized to act for the Board in specific matters, but all actions of the
committee must be reported promptly to the full Board and entered into their
The President shall be the chief executive and chief administrative
officer of the Association. He shall preside at all meetings of the Association
and of the Board of Directors. He shall appoint all committees, except as
otherwise provided. He shall be the official representative of the Association
at meetings of cooperative and affiliated organizations. He shall perform all
other duties as assigned and as normal to this office.
3a. PRESIDENTS FINANCIAL AUTHORITY.
The President shall have the authority to approve individual expenses up to
$500.00 without submitting the requests to a full board vote.
The Vice-president shall act in the absence or incapacity of the
president, shall act as a liaison between and among the Chapters of the
Association, shall facilitate and coordinate the nomination, voting, and award
construction for AMICA Awards and
shall perform all other duties normal to this office. The Vice-president shall
submit to the President a proposed annual budget for the completion of the
duties of the office prior to December 1st of each year.
The Secretary shall keep a record of the minutes of all meetings of the
Association and the Board of Directors; shall receive and report all business
transacted by mail or other method; shall notify all members and all Board
members of all regular and special meetings; and shall carry out such other
duties as may be assigned by these Bylaws, the Board of Directors, or as normal
to this office. The Secretary shall also submit to the President a proposed
annual budget for the completion of the duties of the office prior to December
1st of each year.
The Treasurer shall receive all moneys due or receivable by the
Association, and shall deposit these in accounts as approved by the Board of
Directors. He shall prepare and present to the Board a budget covering routine
and special expenditures. After approval by the Board, he shall pay any
expenditures covered by this budget upon certification by the appropriate
officer, committee chairman, or other person that the services or goods have
been received. He shall pay other expenditures on specific authorization by the
Board. He shall keep a complete and detailed record of the financial books of
the Association, and shall present a summary thereof to the Board before each
meeting thereof, or at reasonable intervals to be determined by the Board. If it
is deemed desirable to have the position of Treasurer bonded, the cost of such
bond shall be borne by the Association, and the bond deposited with the
Secretary. The Board of Directors shall require an independent review of the
Treasurer’s books at the end of each fiscal year, and at the end of any
incumbent’s term should that occur at other times. The Treasurer shall submit
to the President a proposed annual budget detailing the expected income and
expenses for the coming fiscal year prior to December 1st of each year. He shall
submit this budget by mail to the full Board for approval.
Prepare and distribute applications for membership.
Receive and process all applications for membership.
The Membership Secretary shall maintain an accurate list of the
membership rolls and cooperate with the Publisher and Treasurer in such a task.
The Publisher shall be ex-officio chairman of the Publications Committee.
The committee shall be responsible for the publication of the official journal
of the Association, and any other publications as authorized by the Board of
9. IMMEDIATE PAST PRESIDENT. The
Immediate Past President is a member of the EXECUTIVE COMMITTEE of AMICA, and
supports the President, when requested to do so, with history and opinions
relating to current business matters. He serves as Chairman of the Nominating
Committee, when appointed to do so by the President. He also submits, by
December 1st, a proposal budget for the expenses authorized for the following
10, The President, Vice-president,
Secretary, and Treasurer shall be elected by the membership as hereinafter
provided, at the annual membership meeting held in even-numbered years. The
Membership Secretary and the Publisher shall be elected by the Board of
Directors in even-numbered years before or during the annual meeting. The
President, on conclusion of the term of office, automatically becomes the
immediate Past President.
11. Vacancies in any office except
that of Immediate Past President, whether caused by death, disability,
resignation, or otherwise, shall be filled by the Board of Directors.
12. In the case of an officer who
does not perform the duties of office, or who is unable or unwilling to attend
the regular required annual meetings, said officer may be replaced by a majority
vote of the Board of Directors, as recommended by the Executive Committee,
excepting that the officer in question shall not have a vote in this matter.
1. All members of a committee shall
be appointed by the President, with the advice and consent of the chairman of
the committee concerned. Unless otherwise provided for, the terms of membership
on committees shall coincide with the term of the President appointing them. All
committees are expected to submit a report in writing to the Board of Directors
at the annual meeting.
2. EXECUTIVE COMMITTEE. The
Executive Committee of the Board of Directors shall include the President, Vice
President, Secretary, Treasurer and the immediate Past President. This committee
shall have the power to act on behalf of the Board of Directors when so
authorized by them, or in cases where immediate action is required and it would
be impossible or impractical to call a full meeting of the Board. All such
actions shall be promptly reported to the Board and a full record of them
included in the minutes of Board actions. AMICA stationery will be provided to
all Executive Committee members.
3. CONVENTION COORDINATOR. There
shall be a person designated as Convention Coordinator whose purpose is to
obtain from local chapters, or individual members, locations and dates for
future AMICA conventions. The Coordinator will assist, in any way possible, the
Convention Chairman in his quest to provide an educational, enjoyable, and
smooth-running convention. The Coordinator will supply to the Convention
Chairman sample outlines to guide him in planning expenses and income figures.
3a. COMPREHENSIVE POLICY FOR THE RUNNING OF AMICA CONVENTIONS: (2-13-87)
Seed Money: $1,000.00 seed money will be available to a chapter or other group
or individual that is hosting a convention, upon receipt by the board of a
preliminary plan of convention activities. Additional seed money may be
allocated if the board receives a request and feels that the request is
Profit: 35% of the net profit that a chapter realizes from running a
convention shall be sent to the AMICA International treasury. This is in
addition to the seed money which is in effect a loan.
Losses: A chapter that runs a convention which loses money will itself be
liable for the loss. However, the chapter’s
liability shall not exceed 35% of the balance of that chapter's bank
account. Any money beyond that 35% shall be contributed by AMICA International.
NOTE: It should be the goal of a chapter, in running a convention, to break
even; neither to make a profit nor to incur a loss.
Reports: A financial report
shall be submitted in writing to the Treasurer of AMICA International by the end
of the calendar year, in which the convention is held. A written report on the
general operation of the convention shall be sent to the AMICA Convention
to aid future chapters, groups or individuals,
in running their conventions.
Handling of funds: Funds
received by the AMICA Treasurer as profit (paragraph 2), shall be entered in the
General Account and accounted for as a separate line item. This fund shall
accrue interest based on comparative averages with funds in the AMICA General
Account and interest earned by funds in that account. Convention Seed money and
any convention losses (paragraph 3), shall be drawn from the Convention Fund.
Should the Convention Fund be depleted, the Executive Committee may authorize
the transfer of funds from the AMICA General Account as required. Conversely,
should the Executive Committee deem the Convention Fund to be too large, they
may direct the transfer of some money to the AMICA General Account. Grant money
needed for a convention may be obtained from the Convention Fund subject to the
approval of the Executive Committee.
4. AUDIO VISUAL COMMITTEE
This committee shall be charged with the responsibility of preparing,
preserving, and distributing all forms of audio visual records, demonstration
techniques and other topics related to and contributing to the objectives of the
5. TECHNICAL COMMITTEE
This committee shall solicit, review, and make available to the
membership thru the AMICA Bulletin or otherwise, information on the restoration,
repair, preservation, history, and other phases of mechanical music. They may
also assist members with restoration problems.
6. ARCHIVES COMMITTEE
This committee shall be responsible for procuring, storing, and
maintaining proper records of AMICA, its activities, and its interests,
including historical material about artists, pianos and phonographs, and related
7. AMICA MEMORIAL FUND: The AMICA
Memorial Fund is a way of honoring those people who are important to you with a
contribution that serves the ideals and goals of AMICA. The fund is maintained
by the AMICA Treasurer as a separate line item in the General Fund.
Expenditures from this account will be recommended by the MEMORIAL FUND
COMMITTEE and approved by the EXECUTIVE COMMITTEE. These expenditures will be
for purposes furthering the OBJECTIVES of AMICA.
8. WEBMASTER: The Webmaster is
charged with maintaining the Web Page which has been set up for AMICA
International and each of the Chapters on the World Wide Web, entering dates of
Chapter Meetings and events, and shall submit to the President a proposed annual
budget for the completion of the duties of the office prior to December 1st of
1. The Board of Directors may
establish a local or regional Chapter of AMICA on petition received from at
least 12 members of the Association.
2. A Chapter shall adopt its own
bylaws, elect its own officers, and hold activities which promote the objectives
of AMICA, provided that all bylaws, regulations, and activities are not in
conflict with any bylaws, regulations, and policies of the Association; and
further provided that all members of the Chapter are members of the Association.
3. Each Chapter must designate, or
elect, a member of the Chapter to serve on the Board of Directors of AMICA. Each
Chapter must regularly report its
activities to the Publisher, in no case less than twice a year.
4. The Board of Directors may
dissolve a Chapter which is delinquent in its responsibilities.
5. Inactive chapters (those having
been inactive for two years) will turn over their treasury funds to the AMICA
International Treasurer. They may have all their money back if they become
active again within five years. If after a period of five years total, a chapter
does not reactivate itself, the chapter will be considered dissolved and all
monies turned over to the AMICA International Treasurer at the end of the first
two years of inactivity and will become part of the AMICA International General
Fund. To re-establish a chapter in the same geographical location as the
dissolved chapter, 12 members of AMICA International will have to again petition
the Board of Directors to establish a chapter.
1. There shall be an annual
membership meeting of the Association, at a time and place to be fixed by the
Board of Directors. Notice of such meeting shall be sent to all members at least
sixty days in advance thereof, preferably by publication in the official
journal. The members present shall constitute a quorum for the transaction of
2. The President may, at his
discretion, call a special membership meeting. He shall also call such a meeting
on receipt of a written petition signed by at least thirty members, not more
than one-third of whom shall be from any single chapter of the Association.
Business transacted at such a special meeting shall be limited to that included
in the petition or stated by the President, and this agenda must be included in
the call for such special meeting. Notice of such special meeting shall be sent
by the Secretary to all members at least six weeks before the meeting date.
Thirty members shall constitute a quorum for the transaction of business
3. The Board of Directors shall
meet at least annually, at the time of the regular membership meeting. Written
notice of the time and place of such meeting shall be mailed by the Secretary to
each member of the Board at least six weeks before the meeting. A majority of
the existing strength of the Board shall constitute a quorum for the transaction
4. The President may call a special
meeting of the Board of Directors, and shall call such a special meeting on
written request from at least five members of the Board. Actions taken at such
special meeting shall be limited to the agenda included in the call for the
meeting, which shall be sent at least six weeks before the time fixed for the
5. Directors other than officers
who are unable to attend any regular or special meeting of the Board of
Directors may designate some other member of the Association, other than another
Director, to serve as their temporary substitute, with full rights of voting, in
their stead. Such authority expires at the adjournment of the meeting.
6. In order to facilitate action,
the Board may also conduct business by mail, telephone, or other means of
communication. All actions taken in this manner must be approved by a majority
of the existing strength of the Board, and shall be formally included in the
written minutes of the subsequent Board meeting, and thereby published to the
1. Nominating Committee: At the
annual meeting of the Board of Directors held in a non-election year, the Board
shall elect a Nominating Committee of seven members. The immediate Past
President shall serve as chairman of the Nominating Committee. In the absence of
the immediate Past President, the President shall designate one of the committee
members to serve as chairman.
2. The Nominating Committee shall
select and nominate at least one member for each office to be filled, and may
nominate not more than two candidates for each office. The Committee may solicit
suggestions for nominations from the membership in any appropriate manner,
including requests in the official publication or by mail.
3. Any thirty members, not more
than one-third of whom may be from any single chapter, may nominate a member for
office by filing a written petition with the Nominating Committee at least
ninety days before the annual meeting.
4. All candidates, whether
nominated by the committee or by petition, must certify in writing to the
Chairman of the Nominating Committee their willingness to serve if elected.
5. All candidates shall meet the
following qualifications: Each
nominee shall have been a member in good standing of AMICA for a period of not
less than two years, and shall have attended at least two of the last four
annual membership meetings, and shall agree to attend all annual meetings during
the two year term of their office, barring unusual circumstances. These
qualifications may be waived if deemed prudent and approved by a majority vote
of the Board of Directors, or by unanimous vote of the Executive Committee.
6. The Nominating Committee shall
prepare a ballot containing the names of all consenting candidates for each
office. Election shall be held at the annual meeting, with the Nominating
Committee acting as a teller’s committee under the direction of the President.
If there are two or more candidates for any office, a written ballot shall be
7. All officers shall take office
at the close of the annual membership meeting at which they are elected and
shall serve for a term of approximately two years, until the close of the
membership meeting two years later.
8. If special conditions make it
impossible or impractical to conduct the biennial election in the manner
outlined above, the Board of Directors shall have the power to modify the
procedures, retaining the spirit of the above requirements, publicizing such
modified procedures as expeditiously and thoroughly as possible.
1. Power to appoint, elect, or
authorize, implies power to remove or withdraw.
2. No salary shall be paid to any
officer, director, or member of the organization, except as reimbursement for
services actually rendered or for expenses incurred in the operation of the
organization. No gain from the operations of the organization shall inure to the
benefit of any individual.
3. AMICA may acquire property,
whether real, personal, or mixed, by purchase, gift, donation, bequest, or
otherwise, and may use and dispose of such property in furtherance of the
objectives of the Association.
4. In the event of dissolution of
the organization, and after payment of all just debts, the Board of Directors
shall distribute the remaining assets to educational, charitable, or scientific
organizations recognized as such under the provisions of IRS Code, paragraph
5. In the absence of any bylaw or
adopted operating procedure, the generally accepted procedures outlined in the
current edition of Roberts’ Rules of Order shall govern the conduct of all
6. In the event that any of the
forgoing bylaws, or a portion thereof, is found to be illegal, that portion will
be struck out with the remaining portions continuing in full effect.
7. The headquarters of the
Association, for legal purposes shall be the office of the Secretary. A
registered agent, for the service of process, shall be designated by the Board
of Directors. (Note: For 2000, the
Convention Coordinator is designated.)
1. Amendments to these bylaws may
originate (a) by the Board of Directors; (b) by written petition signed by
thirty members and presented to the Board of Directors.
2. Within three months of receipt,
the Board of Directors shall consider all suggested amendments and make a
recommendation for their adoption or rejection.
3. The proposed amendment and the
recommendation of the Board shall be sent to all members with (a) a notice that
the matter will be voted upon at the next annual membership meeting, or (b) a
ballot to be returned to the Secretary within 60 days. In either case, a
majority of the votes cast on the proposal shall determine acceptance or
rejection of the proposed amendment. Announcement of the voting results will be
made at the next annual meeting.
< End of By-Laws >
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